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, and related tools. Features may change over time.

The Service is provided for organizational coordination and operations. 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 $40 per month, plus
• a per-member fee of $6 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;
• use the Service to store or process data in a manner that requires certifications or contractual protections we have not expressly agreed to in writing (for example, a Business Associate Agreement under HIPAA).

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, 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. 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.

10. 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).

11. 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, or your violation of these Terms or applicable law.

12. 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.

13. 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 or in-product notice. Continued use after the effective date constitutes acceptance.

14. 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.

15. Contact

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