newmode.ai

Customer Terms of Service for Newmode

Last Updated: July 10, 2025

This Customer Terms of Service is entered into by and between Newmode ("Newmode") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company. Please note that if you sign up for the Services using an email address from your employer or another entity, then (1) you will be deemed to represent such party, (2) your acceptance will bind your employer or that entity to these terms, and (3) the words "Customer", "you" or "your" in this Agreement will refer to your employer or that entity.

This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Newmode pursuant to any Newmode ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered.

The "Effective Date" of this Agreement is the earlier of (a) Customer's initial access to the Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.

PLEASE NOTE: IF YOU SUBSCRIBE TO THE SERVICES FOR A SUBSCRIPTION TERM, THEN YOUR SUBSCRIPTION AND THIS AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE BILLING PERIODS AT OUR THEN-CURRENT PRICING FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 8 BELOW.

PLEASE NOTE: THAT SECTION 11.5 OF THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED THROUGH THE COURTS OF ENGLAND AND WALES. SEE SECTION 11 FOR MORE INFORMATION.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. DEFINITIONS

  • "Affiliate" means, with respect to a party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control with such party.
  • "Agreement" means this Customer Terms of Service, any Order Forms, and any attachments, linked policies or documents referenced in the foregoing.
  • "Beta Services" means services or features identified as "alpha," "beta," "preview," "early access," or "evaluation," or words or phrases with similar meanings.
  • "Newmode Materials" means all software, specifications, documentation and systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware and other technologies and inventions, technical or functional descriptions, requirements, plans or reports, that are provided or used by Newmode in connection with the Services or the Platform. Newmode Materials do not include Customer Data.
  • "Control" means 50% or greater voting power, or otherwise having the power to govern the financial and the operating policies or to appoint the management of an organization.
  • "Customer Chosen Third-Party Product" means a product, service, application, functionality, or content that is provided by a third-party or by Customer and that Customer or any of its Authorized Users chooses to interoperate or use in connection with the Services.
  • "Customer Data" means any data in electronic form that Customer or Users make available through the Platform or that is otherwise collected by Company on behalf of Customer or its Users.
  • "Documentation" means Newmode's user guides and other end user documentation for the Services made available by Newmode to its customers generally.
  • "Enterprise Tier Services" means the Services that Newmode makes available under its "Enterprise" tier Service Plan.
  • "Free Services" means the Services that Newmode makes available free of charge.
  • "Fees" means any fees payable for the Services as set forth in the applicable Order Form.
  • "Order Form" means the ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and Newmode, including any addenda and supplements thereto.
  • "Platform" means the online, web-based platform provided by Newmode as part of the Services.
  • "Services" means the software-as-a-service B2B AI software services described in the applicable Order Form and made available by Newmode, including any updates and upgrades made generally available.
  • "Subscription Term" means the term of a subscription to the Services as specified in an Order Form.
  • "User" means an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription, and to whom Customer has supplied a user identification and password (for Services utilizing authentication).

2. Access and Use

Subject to payment of the Fees and compliance with this Agreement, Newmode grants Customer a non-exclusive, non-transferable (except in connection with permitted transfers under Section 11.2), limited right to access and use the Services during the Subscription Term solely for Customer's internal business purposes.

Customer may allow its Affiliates and Users to access and use the Services, provided Customer remains responsible for their compliance with this Agreement.

Customer is responsible for maintaining the confidentiality of login credentials and for all activities that occur under its accounts.

Newmode reserves the right to access Customer's accounts for support, maintenance, or to enforce this Agreement.

For Beta Services, use is at Customer's risk, and they may be discontinued.

Customer may integrate Customer Chosen Third-Party Products, but Newmode is not responsible for them.

3. Restrictions

Customer will not, and will not permit any User or third party to: (a) copy, modify, adapt, translate, reverse engineer, decipher, decompile or create derivative works of the Services or any part thereof, or access the Services in order to build a similar or competitive product; (b) access or use the Services in any manner that may harm any part of the Services, or any underlying software, system or network, or interfere with any other party's use and enjoyment of the Services; (c) post information or interact with the Services in a manner which is fraudulent, libelous, abusive, obscene or harassing; (d) use the Services for any illegal purpose or in violation of any applicable laws or regulations; (e) gain or attempt to gain unauthorized access to the Services; (f) send, store, or distribute any viruses, worms, Trojan horses, or any other destructive code; (g) use any robot, spider, or other automatic device to retrieve, index, "scrape," "data mine," or in any way gather information from the Services without permission; (h) use the Services to transmit spam, chain letters, or other unsolicited communications; (i) attempt to interfere with the Services provided to any user or network, including, without limitation, via means of overloading, "flooding," "mailbombing," or "crashing"; or (j) circumvent, disable, or otherwise interfere with security-related features of the Services.

If Newmode believes Customer is violating these restrictions, it may suspend or terminate access to the Services.

4. Customer Data

As between the parties, Customer owns all right, title, and interest in and to the Customer Data. Customer grants Newmode and its subcontractors a worldwide, non-exclusive, royalty-free, fully paid-up license to host, copy, process, transmit, display, and back up Customer Data as necessary to provide the Services, support, and as otherwise permitted by this Agreement.

Customer represents and warrants that it has all necessary rights to provide Customer Data to Newmode and grant the licenses herein, and that Customer Data does not infringe third-party rights or contain malicious code.

Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data and for obtaining any necessary consents for its collection and use.

Newmode will process Customer Data as a data processor under UK GDPR and in accordance with Customer's instructions as set forth in this Agreement or Order Forms. Newmode will implement appropriate technical and organizational measures to protect Customer Data.

Newmode may use aggregated, de-identified data derived from Customer Data ("Usage Data") for its business purposes, such as improving the Services, provided it does not identify Customer or any individual.

Upon request during the Subscription Term, Newmode will make Customer Data available for export. After termination, Newmode may delete Customer Data in accordance with its retention policies.

5. Support and Availability

Newmode will provide customer support for the Services during normal business hours (UK time) via email or the Platform, as described in the Documentation or applicable Order Form. For Enterprise Tier Services, enhanced support options may be available, including priority response times.

Newmode will use commercially reasonable efforts to make the Services available 99% of the time each calendar month, excluding planned downtime (notified in advance), force majeure events, or issues caused by Customer or third parties.

If availability falls below this, Customer may be eligible for service credits as specified in the Order Form (for paid Services only). This is Customer's sole remedy for downtime.

For Free Services, support and availability commitments do not apply.

6. Fees and Payment

Customer will pay all Fees specified in the Order Form. Except as otherwise specified, (a) Fees are based on Services purchased and not actual usage, (b) payment obligations are non-cancelable and Fees are non-refundable, and (c) quantities purchased cannot be decreased during the Subscription Term.

Fees are quoted in United States Dollars (USD) and are exclusive of taxes.

Newmode will invoice Customer in advance or as specified in the Order Form. Full payment is due within 30 days of invoice date, via the method specified.

If Customer disputes an invoice in good faith, it must notify Newmode within 10 days and pay undisputed amounts.

Overdue payments accrue interest at the rate of 8% per annum above the Bank of England base rate from time to time in force, calculated on a daily basis from the due date until the date of actual payment, whether before or after judgment.

Newmode may suspend Services if payments are overdue by more than 30 days, after notice.

Newmode may adjust Fees for renewals by providing at least 60 days' notice.

For Free Services, no Fees apply, but Newmode may convert to paid or discontinue at any time.

7. Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding only taxes based on Newmode's net income. If Newmode has the legal obligation to pay or collect Taxes for which Customer is responsible, the amount will be invoiced to and paid by Customer.

8. Term, Renewal, Termination

This Agreement commences on the Effective Date and continues until all Order Forms and Subscription Terms have expired or been terminated.

Subscription Terms are as specified in the Order Form (e.g., monthly, annual) and automatically renew for additional periods equal to the initial term unless either party gives written notice of non-renewal at least 30 days prior to expiration (or 60 days for Enterprise Tier).

Either party may terminate this Agreement or an Order Form for cause if the other party materially breaches and fails to cure within 30 days of written notice (15 days for non-payment).

Newmode may terminate or suspend Services immediately if Customer violates restrictions, IP rights, or poses a security risk.

Upon termination or expiration: (a) Customer's right to access and use the Services ceases; (b) outstanding Fees become due; (c) Newmode will make Customer Data available for export for 30 days (after which it may be deleted).

Sections that survive termination: 1 (Definitions), 3 (Restrictions), 4 (Customer Data ownership and post-term), 6 (Fees, to the extent unpaid), 7 (Taxes), 9 (Disclaimers), 10 (Indemnification), 11 (Miscellaneous), and any other provisions that by nature should survive.

9. Warranties and Disclaimers

Newmode warrants that during the Subscription Term: (a) the Services will perform materially in accordance with the applicable Documentation; (b) it will not materially decrease the overall functionality of the Services; (c) it will use industry-standard measures to prevent viruses or harmful code.

If Services fail to conform, Newmode will use reasonable efforts to correct. If unable, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid Fees.

Customer warrants that: (a) it has the authority to enter this Agreement; (b) its use of Services will comply with laws; (c) Customer Data does not infringe third-party rights.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, PLATFORM, AND NEWMODE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. NEWMODE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF DATA, PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY.

Newmode's aggregate liability under this Agreement will not exceed the Fees paid by Customer in the 12 months preceding the claim.

10. Indemnification

Customer will defend, indemnify, and hold harmless Newmode, its affiliates, officers, directors, employees, and agents from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Customer Data; (b) Customer's use of Services in violation of this Agreement or laws; (c) Customer's products or services; or (d) gross negligence or willful misconduct.

Newmode will defend, indemnify, and hold harmless Customer from any claims that the Services infringe a third party's intellectual property rights. If Services become subject to such a claim, Newmode may procure the right to continue use, replace or modify, or terminate and refund prepaid Fees. This does not apply if infringement arises from Customer modifications, combination with non-Newmode products, or use after notice to discontinue.

The indemnified party will provide prompt notice of claims, cooperate in defense, and allow the indemnifying party to control defense and settlement (provided no settlement admits liability or imposes obligations without consent).

This Section states the exclusive remedy for IP claims.

11. Miscellaneous

11.1 Force Majeure. Neither party will be liable for any delay or failure to perform (except payment obligations) due to causes beyond its reasonable control, such as natural disasters, war, terrorism, strikes, embargoes, or governmental orders.

11.2 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all assets, without consent but with notice. Any unauthorized assignment is void.

11.3 Notices. Notices must be in writing and delivered via email (to hello@newmode.ai for Newmode, and to the address in Customer's account), or certified mail. Notices effective upon receipt.

11.4 Waiver, Severability, Amendments. No waiver is effective unless in writing. If any provision is held invalid, the remainder remains in effect. Amendments must be in writing signed by both parties.

11.5 Governing Law and Jurisdiction. This Agreement is governed by the laws of England and Wales, without regard to conflicts of laws principles. Any disputes arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of the courts located in England and Wales.

11.6 Independent Contractors. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists.

11.7 Confidentiality. Each party may disclose the other's confidential information only to those needing to know for this Agreement and bound by confidentiality. Obligations survive for 5 years after disclosure (perpetual for trade secrets).

11.8 Publicity. Newmode may use Customer's name and logo to identify Customer as a customer on its website and marketing materials.

11.9 Entire Agreement. This Agreement constitutes the entire understanding between the parties, superseding all prior agreements. No terms in purchase orders or similar documents apply.