Terms of Service

1. Agreement

These Terms of Service (“Terms”) are a binding agreement between you and NEWTNEST LLC (“Company,” “we,” “us,” or “our”), doing business as NewtNest, regarding your access to and use of the NewtNest website, applications, and related services (collectively, the “Service”) available at newtnest.com.

By creating an account, joining an organization, clicking to accept these Terms, or using the Service, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Service.

If you use the Service on behalf of an organization, you represent that you have authority to bind that organization, and “you” includes that organization.

2. The Service

NewtNest is a multi-tenant organization workspace that may include features such as team updates (“Happenings”), chat, directory, polls, tickets, education content, standing orders, rewards reporting, document storage, optional Shopify product catalog links in Product Info, and related tools. Features may change over time.

The Service is provided for internal organizational coordination and operations among your team members. It is not designed to store patient information, medical records, or protected health information (PHI). You are responsible for how your organization configures and uses NewtNest, including member access and the content you upload.

3. Accounts and organizations

You must provide accurate account information and keep your password confidential. You are responsible for activity under your account.

Organizations on NewtNest have roles (for example, Lead, Admin, and Member). The Lead is responsible for billing decisions for that organization (except where we designate an organization as billing-exempt), membership approvals, and transferring the Lead role where applicable.

You may belong to more than one organization. Content and data within an organization are intended for that organization’s members according to their permissions.

4. Subscriptions, fees, and billing

Paid access to organization workspaces is offered on a subscription basis. Unless we state otherwise (including for billing-exempt organizations we designate), each organization is billed:

• a recurring organization fee of $50 per month, plus
• a per-member fee of $5 per month per active member (billable seats), excluding support-access accounts we may create for platform support.

Seat quantities may be adjusted when members are added or removed; prorations may apply according to our payment processor’s billing rules.

Payment processor. Payments are processed by Stripe, Inc. (“Stripe”). By subscribing, you also agree to Stripe’s applicable terms and services. We do not store full payment card numbers on our servers; card data is handled by Stripe.

Billing contact. The organization Lead is responsible for maintaining a valid payment method and billing email. Failed payments may result in suspension or limited access until payment succeeds.

Taxes. Fees are exclusive of taxes unless stated otherwise. You are responsible for applicable taxes, and we or Stripe may collect taxes where required.

Cancellation. You may cancel a subscription through the billing portal or as otherwise made available in the Service. Cancellation typically takes effect at the end of the current billing period unless otherwise stated at cancellation. Except where required by law, fees already charged are non-refundable.

Price changes. We may change fees with notice by updating our pricing page, emailing the billing contact, or both. Continued use after the effective date constitutes acceptance of the new fees for subsequent billing periods.

Trials and exemptions. We may offer trials, promotions, or billing-exempt organizations at our discretion. Those arrangements may have additional conditions.

5. Acceptable use

You agree not to:

• violate law or third-party rights;
• upload malware, attempt unauthorized access, or disrupt the Service;
• harass others, post unlawful content, or misuse member data;
• scrape, reverse engineer, or resell the Service except as allowed by law or written permission;
• store or process patient information, medical records, protected health information (PHI), or other regulated health data, or use the Service in any manner that would require HIPAA compliance or a Business Associate Agreement;

We may suspend or terminate access for violations or to protect the Service and other users.

6. Your content

You and your organization retain ownership of content you submit (“Customer Content”), including posts, messages, files, and profile information.

You grant us a worldwide, non-exclusive license to host, store, process, display, and transmit Customer Content solely to operate, maintain, secure, and improve the Service and as otherwise described in our Privacy Policy.

You represent that you have the rights needed to submit Customer Content and that it does not infringe others’ rights. You are responsible for backups of important Customer Content.

7. Our intellectual property

The Service, including software, branding, design, and documentation (excluding Customer Content), is owned by us or our licensors. These Terms do not grant you any right to use our trademarks except as needed to identify your use of NewtNest.

8. Third-party services

The Service may rely on third parties (including hosting, authentication, email, SMS (Twilio), and payment providers such as Stripe and our infrastructure vendors). Their services are governed by their own terms. We are not responsible for third-party services outside our reasonable control.

9. Optional SMS notifications

NewtNest may offer optional automated transactional text messages (for example, reminders that a contract or protocol document needs an in-app signature). SMS is not required to use the Service. Providing a phone number for your profile does not enroll you.

If you opt in by checking an optional consent box (unchecked by default) at signup or in Profile, you agree to receive those messages. Message frequency is event-based (up to a few messages per month when action is needed). Message and data rates may apply. Reply HELP for help or STOP to cancel. You may also turn SMS off in Profile when that control is available.

Opting in is consent to receive automated texts from NewtNest at the number you provide. We do not share mobile numbers with third parties or affiliates for their marketing. Delivery may use our SMS provider (Twilio). Carrier availability is not guaranteed.

10. Optional Shopify integration

The Service may allow an organization Lead or Admin to connect a Shopify store so members can view product catalog information and open product pages from Product Info. This integration is optional and is not required to use NewtNest.

If you connect Shopify, you represent that you have authority to link that store and to provide any Storefront API credentials or Online Store password you submit. You are responsible for your Shopify account, store configuration (including password protection and sales channels), compliance with Shopify's terms and policies, and deciding which organization members may access product links through NewtNest.

Product names, prices, types, availability, and links displayed in NewtNest are provided by Shopify and may be incomplete, delayed, or unavailable. NewtNest is not the merchant of record for Shopify sales, does not process Shopify checkout payments, and does not control Shopify's storefront, inventory, or customer-facing commerce experience.

If you save an Online Store password in NewtNest, you authorize us to use it to unlock the password-protected storefront for members of your organization when they open products from Product Info. You are responsible for whether that access is appropriate for your team and for rotating or removing the password in NewtNest and Shopify when needed.

We are not liable for Shopify outages, API or password-page changes, incorrect catalog data from Shopify, unauthorized use of credentials you store in NewtNest, or any third-party claims arising from your Shopify store or your use of the integration.

11. Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, OR GOODWILL. OUR TOTAL LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE (OR ONE HUNDRED U.S. DOLLARS IF YOU HAVE NOT PAID US).

13. Indemnification

You will defend and indemnify us and our officers, directors, employees, and agents against claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from your Customer Content, your use of the Service, your Shopify store or Shopify integration credentials, or your violation of these Terms or applicable law.

14. Suspension and termination

You may stop using the Service at any time. Organization Leads may delete their organization as provided in the product (subject to confirmation requirements). We may suspend or terminate access for non-payment, misuse, legal risk, or discontinuation of the Service. Provisions that by nature should survive (including ownership, payment obligations already incurred, disclaimers, and liability limits) will survive termination.

15. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms and revise the “Last updated” date. Material changes may also be communicated by email.

When you next sign in or launch the Service after an update, you will see an in-product notice that our Terms and/or Privacy Policy have changed. You must review the updated documents and confirm that you understand and accept them before you can continue using the Service. If you do not agree, you may sign out and stop using NewtNest.

16. Governing law

These Terms are governed by the laws of the State of Missouri, without regard to conflict-of-law rules, except where prohibited. Courts located in St. Charles County, Missouri will have exclusive jurisdiction, except where applicable law requires otherwise.

17. Contact

Questions about these Terms: Koester@newtnest.com
Mailing address: 218 Barrington Ridge Ln, Wentzville, MO 63385