By executing a Proposal that incorporates this Agreement by reference, the entity executing the Proposal (“Customer”) agrees that this Agreement, together with the applicable Proposal and any Statement of Work executed by the Parties, governs Customer’s access to and use of the Cloud Services, and is effective as of the Effective Date set forth in the applicable Proposal. Newo Inc. (“Newo”) and Customer may each be referred to individually as a “Party” and collectively as the “Parties”.
WHEREAS, Newo owns and operates a proprietary AI automation platform for creating and deploying AI Agents that provide automated call and text messaging handling, calendar bookings, reservation management, CRM integration, and other advanced customer service functions;
WHEREAS, Customer seeks to access the Platform to deploy AI Agents within and in support of Customer’s own operations and services, in order to enhance its service offerings and improve the overall satisfaction of Customer Users;
WHEREAS, Customer is prepared to maintain a Minimum License Fee commitment in accordance with this Agreement and the applicable Proposal;
WHEREAS, the Parties desire to enter into this Agreement to collaborate and build a long-term engagement for their mutual benefit;
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the Parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
“Newo”, “Newo.ai”, “we” or “us” means Newo Inc., a Delaware corporation, whose address is set forth in the applicable Proposal.
“You”, “Customer” means the entity identified as the customer in the applicable Proposal, which is authorized to access and use the Cloud Services in accordance with this Agreement.
“Administrator” means the Customer User designated by Customer to administer the Customer Account on Customer’s behalf.
“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the power to direct the management or affairs of an entity, and ownership of more than fifty percent (50%) of the voting securities or other equivalent voting interest of an entity.
“AI Agents” or “AI Employees” means the third-party facing AI automation solutions created through the Platform, including but not limited to automated call and text messaging handling, voice and text communications, calendar bookings, reservation and appointment management, data collection, and CRM integration.
“Anonymized Data” means anonymized, aggregated, and de-identified data derived from User Data that cannot reasonably be reverse-engineered or used to identify Customer, any Customer User, or any Data Subject.
“API” means the Newo application programming interface for integrating the Newo Technology with Customer’s systems and services.
“Assigned Number” means a telephone number provisioned by Newo, or by a third-party telecommunications provider on Newo’s behalf, and assigned to an AI Agent.
“Billing Cycle” means each successive one-month period beginning on the Effective Date and recurring on the same date of each subsequent calendar month; provided that if a calendar month does not contain that date, the Billing Cycle for that month shall end on the last day of that month.
“Bypass Protocol” means a temporary fail-over procedure that Newo may invoke when the Platform or any AI Agent experiences material unavailability or performance degradation, as described in Section 4.
“Cloud Services” or “Platform” means the cloud-based services, solutions (including but not limited to AI Agents), APIs, Newo websites, and any client software we provide as part of the Cloud Services, provided by Newo.
“Customer Account” or “Organization Account” means an account on the Platform that provides access to linked Customer Users to create, modify, and configure AI Agents.
“Customer Components” means custom prompts, scripts, procedural descriptions, skills, flows, workflow logic, code, images, audio, diagrams, data mappings, or other creative works authored by Customer or Customer Users.
“Customer Users” means the individuals or entities authorized by Customer (including Customer’s employees, contractors, Affiliates, and end-customers) to access or use the Cloud Services or AI Agents in connection with Customer’s services.
“Third-Party Data Subject” or “Data Subject” means an individual whose personal data may be processed through the Cloud Services when they interact with an AI Agent (for example, during phone calls, text messaging, or other communications facilitated by the Cloud Services).
“Default Components” means the default attribute texts, system prompts, skill templates, flows/workflows, sample code, images, audio snippets, diagrams, and similar collateral automatically generated by the Platform.
“Documentation” means Newo’s standard published documentation for the Cloud Services, as made available at or through the Platform.
“Effective Date” means the date on which the Parties execute the applicable Proposal, as specified therein.
“Feedback” means comments, questions, ideas, suggestions, or other feedback relating to the Cloud Services, technical support, or any additional services.
“Improvements” means any adaptations, changes, enhancements, updates, upgrades, bug fixes, derivative works, or other modifications to the Newo Technology or to the applicable Customer products or services.
“Inactive Phone Number” means an Assigned Number through which no Session has been conducted during a period of thirty (30) consecutive days.
“Integration Improvements” means Improvements created to enable interoperability between the Newo Technology and Customer’s systems and services.
“Laws” means all applicable local, state, federal, and international laws, regulations, and conventions, including those related to data privacy and data transfer, international communications, telecommunications and automated calling, the exportation of technical or personal data, and Trade Control Laws as defined in the Trade Compliance Addendum.
“Minimum License Fee” or “MLF” means the minimum commitment amount payable by Customer to Newo for each Billing Cycle regardless of actual usage, as set forth in the applicable Proposal.
“Newo Technology” means the Cloud Services and Platform (including all AI Agents), any related software, algorithms, machine learning models, artificial intelligence systems, APIs, Documentation, Default Components, Our Deliverables, user interfaces, designs, “look and feel”, data structures, and schemas, and all related or underlying technology, know-how, and intellectual property, together with all updates, upgrades, enhancements, derivatives, and modifications thereof, including as they may incorporate Feedback.
“Notification Email Address” means the email address(es) designated in the applicable Proposal, or otherwise used to register for the Cloud Services. Each Party is responsible for keeping its Notification Email Address valid and current so that notices, statements, and other information can be delivered.
“Our Deliverables” means any materials, deliverables, modifications, derivative works, or developments that Newo provides in connection with any professional, implementation, or additional services.
“Price per Additional Unit” or “PPAU” means the price payable for each Unit of usage in excess of the Units included in the Minimum License Fee, as set forth in the applicable Proposal.
“Proposal” means the commercial proposal, order form, or similar document issued by Newo to Customer and executed by both Parties, which sets forth the Minimum License Fee, the Units included, the Price per Additional Unit, and other pricing and commercial terms applicable to Customer, and which incorporates this Agreement by reference in accordance with Section 3.5.
“Published Terms” means Newo’s Terms of Service, Privacy Policy, Data Processing Addendum, Technical Support Policy, and Trade Compliance Addendum, each as made available at newo.ai and incorporated by reference into this Agreement.
“Sensitive Data” means any (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical, or other protected health information regulated by HIPAA; (iii) credit, debit, or other payment card data subject to PCI DSS; (iv) other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license numbers, or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations.
“Session” means a single, continuous interaction between an AI Agent and a Customer User or Data Subject, conducted via either voice or text-based communication.
“Statement of Work” or “SOW” means a statement of work or implementation schedule executed by the Parties under this Agreement.
“Term” means the Initial Term together with all Renewal Terms, as described in Section 11.1.
“Territory” means worldwide, except for territories subject to Trade Control Laws as defined in the Trade Compliance Addendum, and except as otherwise restricted by applicable export Laws.
“Transition Period” means the period following expiry or termination of this Agreement during which certain rights and obligations continue, as described in Section 11.3.
“Unit” or “Licensing Unit” means the billing measure Newo uses for usage of the Cloud Services and AI Agents, as defined at https://newo.ai/pricing/.
“User Data” means any information Newo obtains from Customer Users or Data Subjects, or that is otherwise processed through or arising from the Cloud Services. User Data is considered Customer Confidential Information.
Customer accesses the Cloud Services directly from Newo for use in and in support of Customer’s own operations. This means:
(a) Direct Relationship: Newo contracts with, invoices, and provides support directly to Customer, and Customer is responsible for its own Customer Users;
(b) Branding: The Cloud Services are provided under Newo’s branding. Customer may present and refer to an AI Agent as its own assistant or employee in customer-facing interactions, subject to Section 5.6, provided Customer does not misrepresent the origin or ownership of the underlying technology;
(c) No Resale: Customer may not resell, sublicense, or otherwise make the Cloud Services available to third parties as a standalone offering, except as expressly permitted in Section 2.6;
(d) Limitations: Core Platform functionality, AI model behavior, and system architecture remain under Newo’s control.
The Parties may agree on one or more Statements of Work or implementation schedules under this Agreement. Each SOW is incorporated into and governed by this Agreement. If there is any conflict between an SOW and this Agreement, this Agreement controls unless the SOW expressly states that it prevails over a specified provision of this Agreement.
Customer agrees to:
(a) Integration: Use commercially reasonable efforts to integrate with Newo APIs to enable AI Agent creation and operation within Customer’s services;
(b) Payment: Pay the fees as described in Section 3;
(c) Compliance: Ensure that its use of the Cloud Services complies with all applicable Laws, including the Trade Compliance Addendum, export controls, data protection, and telecommunications regulations, and not sell or export the Newo Technology in contravention of any applicable export Laws or regulations;
(d) Designated Contacts: Designate at least one Administrator and maintain a current Notification Email Address and a technical point of contact for support purposes.
Newo agrees to:
(a) Provide access to the Platform and to the AI Agents to Customer in accordance with this Agreement and the applicable Proposal;
(b) Provide detailed reporting on active monthly users, usage, and overage; and
(c) Provide support as described in Section 4, which Newo may deliver itself or through Delivery Partners in accordance with Section 4.4.
Integration includes:
(a) Access to the Newo API;
(b) Authentication of Customer Users on the Platform; and
(c) Tracking of Platform and AI Agent use by Customer Users.
Newo grants Customer a limited, non-exclusive, non-transferable license, with the right to grant sublicenses solely to Customer’s Affiliates and service providers for the purpose of delivering Customer’s services to Customer Users, to access and use the Newo Technology in the Territory during the Term in accordance with this Agreement. Newo may revoke or suspend this license in accordance with Sections 11.2 and 11.6.
Customer shall not, and shall not permit any third party (including Customer Users and its contractors) to:
(a) use the Cloud Services or Newo Technology except as expressly permitted under this Agreement and the Documentation;
(b) copy, modify, translate, adapt, create derivative works of, or otherwise alter the Cloud Services or Newo Technology (except as expressly allowed for Customer Components in this Agreement);
(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to the source code, underlying ideas, algorithms, or data structures of the Cloud Services or Newo Technology, except to the limited extent such restrictions are prohibited by applicable Law and then only after providing prior written notice to Newo;
(d) use the Cloud Services or Newo Technology to build, train, or improve (directly or indirectly) any product or service that is competitive with Newo’s products or services, or for the benefit of any third party other than Customer Users in accordance with this Agreement;
(e) publish, disclose, or make available to any third party any benchmark, performance, or security test results relating to the Cloud Services or Newo Technology without Newo’s prior written consent;
(f) remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) appearing in or on the Cloud Services, Newo Technology, or any related Documentation;
(g) sell, resell, sublicense, rent, lease, lend, timeshare, or otherwise provide access to the Cloud Services or Newo Technology to any third party, except as expressly permitted in Section 2.6;
(h) permit access to the Cloud Services or Newo Technology by any Newo competitor (including their employees, contractors, or agents) for any competitive or benchmarking purpose;
(i) use the Cloud Services in violation of any applicable Law or regulation, including Laws relating to privacy, data protection, export control, or telecommunications, or to transmit any infringing, defamatory, or otherwise unlawful or harmful content; or
(j) attempt to circumvent or disable any technical, security, or access-control mechanisms of the Cloud Services or Newo Technology.
(a) Consent Obligations. Customer acknowledges that AI Agents generate artificial voices and automated text messages within the meaning of the Telephone Consumer Protection Act, 47 U.S.C. § 227, as amended, and all implementing regulations issued by the Federal Communications Commission (collectively, “TCPA”). Customer is solely responsible for obtaining and maintaining all consents required by the TCPA and applicable state telemarketing and auto-dialing laws before initiating or permitting any AI Agent to place calls or send text messages to any individual, including without limitation: (i) prior express written consent for any marketing, advertising, or telemarketing communication; (ii) prior express consent for informational communications to wireless numbers; and (iii) one-to-one consent specific to Customer (and not obtained through shared lead-generation consent benefiting multiple parties).
(b) Do-Not-Call and Opt-Out. Customer shall maintain and honor an internal do-not-call list, process opt-out requests within the timeframes required by applicable Law (currently 10 business days), and ensure that opt-out requests received through any channel are applied across all communication channels.
(c) Disclosure. Customer shall ensure that each AI Agent call discloses, at the outset of the communication, (i) Customer’s identity, (ii) the purpose of the call, and (iii) a valid callback telephone number, in compliance with applicable FCC rules.
(d) Calling-Time Restrictions. Customer shall not configure AI Agents to initiate calls outside the hours permitted by the TCPA and applicable state law (generally 8:00 a.m. to 9:00 p.m. local time of the called party).
(e) Records. Customer shall maintain records of consent and opt-out requests sufficient to demonstrate compliance for at least five (5) years, and shall make such records available to Newo upon reasonable request.
(f) Indemnification. Without limiting Section 9.2, Customer shall defend, indemnify, and hold harmless Newo from and against any claims, fines, penalties, or regulatory actions arising from Customer’s or Customer Users’ failure to comply with the TCPA, FCC rules, or applicable state telemarketing and telecommunications laws in connection with the use of AI Agents.
(g) Newo’s Right to Suspend. If Newo reasonably believes that Customer’s use of the Cloud Services violates or is likely to violate the TCPA or applicable telecommunications Law, Newo may suspend the affected AI Agents upon written notice (which may be by email) and with reasonable detail of the suspected violation. Newo shall reinstate service promptly upon Customer’s demonstration of compliance. Any such suspension is also subject to Section 11.6.
Newo agrees not to directly solicit any Customer User during the Term for the purpose of offering services that are substantially similar to the services Customer offers using the Cloud Services, except for Customer Users with whom Newo already has a direct relationship, who contact Newo independently, or who are developed as prospects independent of Customer’s Confidential Information. Similarly, during the Term, Customer agrees not to directly solicit for hire any employee of Newo who is involved in providing the Cloud Services to Customer, except pursuant to a general solicitation not specifically directed at such employees, or any hire resulting therefrom.
If Customer separately procures or integrates any services, software, or online content provided or controlled by a third party for use with the Cloud Services (“Third-Party Products”), such use is subject to the terms Customer establishes with or accepts from that third party. Newo makes no representation or warranty regarding the compatibility, integration, or continued availability of any Third-Party Product with the Cloud Services, and may discontinue any integration or link to a Third-Party Product at any time in its reasonable discretion, provided that Newo will give Customer reasonable advance notice of any discontinuation that would materially affect Customer’s production use. Third-Party Products are not part of the Cloud Services, and Newo has no liability with respect to Customer’s procurement or use of Third-Party Products.
This Agreement is non-exclusive. Both Parties are free to engage with other vendors or independently develop similar products and services.
(a) Customer operates under a Minimum License Fee model based on a predefined commitment for each Billing Cycle set forth in the applicable Proposal.
(b) The Proposal defines the Minimum License Fee (MLF), the number of Units included in that fee, and the Price per Additional Unit (PPAU). Customer shall pay the Minimum License Fee for each Billing Cycle during the Term regardless of actual usage. If actual usage exceeds the Units included in the Minimum License Fee, Customer shall additionally pay for each excess Unit at the Price per Additional Unit.
(c) Newo shall invoice Customer for Platform usage, and Customer shall bear the cost of such usage regardless of Customer’s ability to recover any corresponding amounts from its own customers or Customer Users; and
(d) Newo may include a limit on the number of AI Agents created during a Billing Cycle at a given Minimum License Fee level, as specified in the applicable Proposal.
(e) Assigned Numbers; Reclamation.
(i) Nature of Assigned Numbers. Each Assigned Number is provisioned from a third-party telecommunications provider and carries a recurring monthly cost to Newo irrespective of usage. Assigned Numbers are made available to Customer for use with the Cloud Services during the Term. Customer does not acquire ownership of, or title to, any Assigned Number, except for such rights as are granted by applicable Law.
(ii) Reclamation. Newo may unassign and reclaim any Inactive Phone Number from the AI Agent to which it is assigned. Newo will notify Customer at its Notification Email Address before, or promptly after, reclaiming an Assigned Number. Newo’s exercise of this right is discretionary; Newo may apply a longer period of inactivity before reclaiming an Assigned Number, and may vary that period from time to time.
(iii) Continuity of Service. Reclamation of an Assigned Number does not suspend, disable, or terminate the affected AI Agent, which remains fully available on all non-voice channels, including chat and messaging.
(iv) Restoration. Customer may restore an Assigned Number to the AI Agent through the Platform at no additional charge, subject to availability from the underlying telecommunications provider. The restored number may not be the same Assigned Number originally assigned to the AI Agent.
(v) Regulatory Reclamation. Newo may reclaim an Assigned Number, or may be required by a telecommunications provider or regulatory authority to do so, where necessary to comply with applicable Laws or telecommunications numbering-resource requirements.
(a) Validity: This Agreement is effective, and the Initial Term and the first Billing Cycle both begin, on the Effective Date. The contractual Minimum License Fee level applies for the duration of the Initial Term and each Renewal Term, as defined in Section 11.1. The Minimum License Fee, the Units included, and the Price per Additional Unit set forth in the applicable Proposal, together with the number of Units attributable to a given type of Session as defined at https://newo.ai/pricing/, are fixed for the duration of the then-current twelve (12) month Term.
(b) Upgrades: Customer may upgrade to a higher Minimum License Fee level at any time during the Term. The new Minimum License Fee level and associated Price per Additional Unit take effect at the start of the next Billing Cycle following Newo’s confirmation of the upgrade.
(c) Downgrades: Customer may downgrade to a lower Minimum License Fee level, or cancel the commitment, effective as of the end of the then-current twelve (12) month Term (whether the Initial Term or a Renewal Term), and must provide written notice of the requested downgrade at least ninety (90) days before the end of that Term.
Payment terms, including invoicing procedures, late payment consequences, and dispute handling, are as set forth in this Section 3.3.
Invoicing:
Payment:
Disputes:
All fees are exclusive of taxes. Customer is responsible for all sales, use, value added, goods and services, excise, and similar taxes, duties, and assessments imposed by any taxing authority in connection with the Cloud Services, excluding taxes based on Newo’s net income, property, or employees. If Newo is required to collect or remit any such tax, it will be invoiced to Customer. If Customer is required by Law to withhold any amount from a payment, Customer shall provide Newo with reasonable documentation evidencing such withholding.
(a) The Minimum License Fee, the Units included, the Price per Additional Unit, any professional services fees, and other pricing and commercial terms applicable to Customer are set forth in the applicable Proposal, not in this Agreement.
(b) This Agreement is incorporated by reference into, and forms an integral part of, each Proposal. The Parties execute this Agreement by executing the applicable Proposal; no separate signature to this Agreement is required.
(c) n the event of a conflict between an applicable Proposal and this Agreement, the Proposal will control solely with respect to the specific Cloud Services, scope, fees, payment terms and other commercial terms expressly identified in that Proposal. In all other respects, this Agreement will control.
Newo provides support directly to Customer for the Cloud Services. Support is delivered across the following levels:
Customer shall triage requests originating from its own Customer Users and end-customers before escalating to Newo, and shall provide reasonable information necessary for Newo to reproduce and diagnose reported issues. Where the Parties agree in an SOW that Customer will provide Line 1 support to its own end-customers, that allocation applies in place of the first bullet above.
Customer may obtain support for the Cloud Services by email to support@newo.ai.
Resolution timing depends on severity and complexity. Newo may invoke the Bypass Protocol as a temporary fail-over measure during periods of material unavailability or performance degradation, and will notify Customer’s Notification Email Address when it does so.
4.3.1. Platform Availability Commitment
99.9% minimum monthly average availability for the Newo Platform during each billing cycle.
The Platform is considered unavailable when:
4.3.2. Availability Calculation
The availability of the Newo Platform is calculated within a monthly billing cycle using the following formula:
100% - (Total Unavailable Minutes / Total Minutes in Month)
4.3.3. Service Credits for Availability Failures
| Platform Monthly Average Availability | Credit Note (% of Monthly Billing) |
|---|---|
| Less than 99.9% but ≥ 99.8% | 5% |
| Less than 99.8% but ≥ 99.7% | 10% |
| Less than 99.7% but ≥ 99.6% | 25% |
| Less than 99.6% | 40% |
4.3.4. Credit Note Request Process
Credits must be requested within 60 days after the end of the billing month. Credits are applied against future payments only and expire if not used within 12 months.
4.3.5. SLA Exclusions
4.3.6. Sole Remedy
The service credits described in this Section 4.3 are Customer’s sole and exclusive remedy for any failure to meet the availability commitment in Section 4.3.1.
(a) Performance Through Partners: Newo may perform any of its obligations under this Agreement — including support under this Section 4, onboarding, deployment, configuration, and integration of AI Agents, training, and any professional or implementation services — itself, through its Affiliates, or through third-party partners, subcontractors, and service providers engaged by Newo (each, a “Delivery Partner”). No consent of Customer is required for Newo to engage a Delivery Partner, and such engagement is not an assignment or transfer for purposes of Section 12.7.
(b) Newo Remains Responsible: Newo remains fully responsible for performance of this Agreement and is liable for the acts and omissions of its Delivery Partners in connection with the Cloud Services to the same extent as if Newo had performed them itself. Engaging a Delivery Partner does not relieve Newo of any obligation, warranty, service level, or indemnity under this Agreement, and Newo remains Customer’s sole point of contractual recourse.
(c) Flow-Down Obligations: Newo shall ensure that each Delivery Partner is bound by written obligations of confidentiality and data protection no less protective than those set out in Sections 6 and 7, and grants each Delivery Partner access to Customer Confidential Information and User Data only to the extent necessary to perform the relevant services. Where a Delivery Partner processes User Data, it is engaged as a subprocessor and Section 6.2(c) applies to that engagement.
(d) Transparency: Upon Customer’s written request, Newo will identify the Delivery Partners then materially involved in providing the Cloud Services or support to Customer. Customer may object to a particular Delivery Partner on reasonable, documented security or data-protection grounds, in which case the Parties shall discuss the objection in good faith and Newo shall either address the concern or use an alternative Delivery Partner for Customer’s account.
(e) No Direct Relationship: Delivery Partners are not parties to this Agreement, have no authority to amend it or to make commitments on Newo’s behalf, and acquire no rights against Customer under it. Customer shall not be required to enter into any agreement with a Delivery Partner in order to receive the Cloud Services or support under this Agreement.
The Cloud Services are provided on a limited-access subscription basis. Newo and its licensors own and retain all right, title, and interest — including all intellectual property rights — in and to the Cloud Services, the Newo Technology, and Our Deliverables, together with any modifications or derivative works thereof. No ownership rights transfer to Customer.
When a Customer Account is created (whether through the Creator module or any other onboarding flow), the Platform automatically generates certain building blocks required for AI Agent operation — for example, default attribute texts, system prompts, skill templates, flows/workflows, sample code, images, audio snippets, diagrams, and similar collateral (collectively, “Default Components”). All right, title, and interest in and to the Default Components (including any improvements, updates, or derivative works) remain exclusively with Newo. Subject to this Agreement and during the Term, Newo grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Default Components solely within the Cloud Services for Customer’s internal business purposes.
Customer or Customer Users may author new or modified components for AI Agents — such as custom prompts, scripts, procedural descriptions, skills, flows, workflow logic, code, images, audio, diagrams, data mappings, or other creative works (collectively, “Customer Components”).
(a) Ownership: Except for any Newo intellectual property embodied therein, Customer retains all right, title, and interest in and to the Customer Components as submitted or developed by Customer;
(b) License to Newo: Customer grants Newo and its Affiliates a worldwide, royalty-free, non-exclusive license for the Term (and as otherwise necessary) to host, copy, transmit, display, perform, and otherwise use the Customer Components solely as necessary:
(c) Derivative Works & Aggregated Learnings: Newo will not incorporate Customer Components into publicly available template libraries or other customers’ AI Agents without Customer’s prior written consent. However, Newo may use de-identified, aggregated analytical insights derived from Customer Components to improve the performance and reliability of the Cloud Services, provided that no Customer Confidential Information is disclosed.
If Customer or any Customer User elects to provide comments, suggestions, or other feedback regarding the Cloud Services or any related technology (“Feedback”), Newo may freely use, reproduce, license, distribute, and otherwise exploit such Feedback without restriction and without any obligation to Customer, so long as no Customer Confidential Information is publicly disclosed.
Except for the limited rights expressly granted in this Section, no licenses or other rights (express, implied, by estoppel, or otherwise) are granted by either Party, and all such rights are hereby reserved by the owning Party.
During the Term, each Party grants the other a limited, non-exclusive, revocable license to use its trademarks solely for the following purposes:
(a) Customer’s Use: Marketing materials, product documentation, and investor communications that accurately describe the relationship between the Parties;
(b) Newo’s Use: Customer case studies, partnership announcements, and marketing materials, in each case with Customer’s prior written approval;
(c) Guidelines: All use must comply with the trademark owner’s brand guidelines;
(d) No Implied Endorsement: Neither Party may imply endorsement beyond the actual relationship between the Parties.
Each Party retains exclusive ownership of Improvements it solely creates to its own pre-existing intellectual property. Integration Improvements, and any other integrations, connectors, or interoperability tools developed by Newo to enable interoperability between the Cloud Services and Customer’s or any third party’s systems (whether newly created or enhancements to existing functionality), are and shall remain the sole and exclusive property of Newo as part of Newo’s core platform technology, regardless of whether developed at Customer’s request, in connection with Customer’s implementation, or with Customer’s participation, unless otherwise expressly agreed in the applicable SOW. Newo may reuse, incorporate, and offer such integrations to other customers and partners. Newo grants Customer a non-exclusive, worldwide, non-transferable license during the Term (and thereafter as necessary) to use such Integration Improvements solely in connection with Customer’s authorized use of the Cloud Services.
All User Data remains the property of Customer. To the extent Newo processes User Data on Customer’s documented instructions in connection with the Cloud Services, Newo acts as a processor to Customer, as further described in Newo’s Data Processing Addendum, available at https://newo.ai/data-processing-addendum/. Newo may also process certain personal data as an independent controller in accordance with its Privacy Policy.
Newo shall:
(a) Purpose Limitation: process User Data only to provide the Cloud Services and as instructed by Customer;
(b) Security Measures: implement industry-standard technical and organizational measures to protect User Data;
(c) Subprocessors: engage subprocessors only subject to appropriate written agreements imposing confidentiality and security obligations, and shall remain responsible for their acts and omissions. Newo will provide Customer with a list of subprocessors and notice of material changes, and Customer may object on reasonable data-protection grounds;
(d) Data Transfers: ensure international data transfers comply with applicable data protection Laws using appropriate safeguards;
(e) Incident Response: promptly investigate and report security incidents in accordance with Section 6.8 and the Data Processing Addendum; and
(f) Export and Deletion: upon termination, make User Data then in its possession available for export in a commercially reasonable format and, upon Customer’s written request, delete or return User Data in accordance with Newo’s standard data-retention and deletion practices. Newo may retain User Data contained in routine backup files until such backups are deleted in the ordinary course, and to the extent retention is required by applicable Law or necessary to resolve a dispute under this Agreement, in each case subject to the confidentiality and security obligations of this Agreement.
Each Party shall comply with its respective obligations under applicable data protection Laws, including GDPR and CCPA. Customer is responsible for obtaining necessary consents from Customer Users and Third-Party Data Subjects. Newo shall ensure that its subprocessors are bound by written agreements that provide at least the level of data protection required by applicable data protection Laws.
Except as necessary to provide the Cloud Services, Newo will not use User Data to train, retrain, or otherwise improve any artificial intelligence or machine learning model, whether for Newo’s own purposes or for any third party, without Customer’s prior written consent. Newo may use Anonymized Data to develop, train, and improve its algorithms, models, products, and services, provided that such Anonymized Data cannot reasonably be used to identify Customer, any Customer User, or any Data Subject. Newo retains all rights in the Newo Technology regardless of any User Data processing.
Applicable Law may require that individuals interacting with an AI Agent be informed that they are communicating with artificial intelligence rather than a human. The Cloud Services provide Customer the ability to configure such a disclosure within an AI Agent’s Session flow. Customer is responsible for enabling and configuring this disclosure, and for otherwise ensuring that its use of AI Agents complies with all applicable AI transparency and disclosure Laws.
Certain jurisdictions require the consent of all parties to a call before that call may be recorded. To the extent a Session is recorded, Customer is responsible for ensuring that any consents or disclosures required by applicable Law are obtained from Customer Users and Data Subjects. The Cloud Services provide Customer the ability to configure a recording disclosure within an AI Agent’s Session flow.
Customer shall not submit, and shall not permit any Customer User to submit, Sensitive Data to the Cloud Services unless the Parties have executed a written agreement expressly permitting such processing (including, where applicable, a Business Associate Agreement under HIPAA or an equivalent instrument) and the applicable AI Agents have been configured for that purpose. Newo is not liable for any Sensitive Data submitted in breach of this Section, and the Cloud Services are not, absent such written agreement, designed or represented as compliant with HIPAA or PCI DSS.
Newo shall notify Customer at its Notification Email Address without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to User Data. Such notice will describe, to the extent then known, the nature of the incident, the categories of data affected, the measures taken or proposed to address it, and a point of contact. Newo shall provide reasonable cooperation to Customer in connection with Customer’s own notification obligations under applicable Law.
“Confidential Information” means all non-public information disclosed by either Party, whether orally, in writing, or in other tangible form, that is designated as confidential or would reasonably be considered confidential given the nature of the information and circumstances of disclosure.
Confidential Information does not include information that:
(a) is or becomes publicly known through no breach by the receiving Party;
(b) was rightfully known by the receiving Party prior to disclosure;
(c) is independently developed without use of Confidential Information;
(d) is rightfully obtained from a third party without breach of confidentiality; or
(e) is required to be disclosed by law or court order, provided the disclosing Party is given reasonable prior notice where permitted.
Each Party agrees to:
(a) hold Confidential Information in strict confidence;
(b) not disclose it to third parties without prior written consent;
(c) use it solely for purposes of this Agreement;
(d) protect it using at least the same degree of care used for its own confidential information, but no less than reasonable care;
(e) limit access to employees and contractors with a need to know; and
(f) upon termination, return or destroy all Confidential Information as directed by the disclosing Party.
Confidentiality obligations survive termination of this Agreement for five (5) years, except for trade secrets, which remain protected indefinitely.
Each Party represents, warrants, and covenants that:
(a) it has full corporate power and authority to enter into this Agreement;
(b) this Agreement has been duly authorized and constitutes a valid and binding obligation;
(c) its performance will not violate any other agreement or applicable Law;
(d) it will perform its obligations in a professional manner consistent with industry standards;
(e) it will maintain commercially reasonable insurance coverage for its business operations; and
(f) it will comply with all applicable Laws and regulations, including the Trade Compliance Addendum.
Newo warrants that:
(a) the Cloud Services will perform materially in accordance with the published Documentation;
(b) it owns or has sufficient rights to provide all components of the Cloud Services;
(c) it will not knowingly introduce any viruses, malware, or malicious code into the Cloud Services; and
(d) it maintains commercially reasonable security measures to protect the Platform and User Data.
Customer warrants that:
(a) it will not misrepresent the capabilities or origin of the Cloud Services;
(b) it has obtained all necessary rights and consents for User Data processing;
(c) its use of the Cloud Services and any Customer Components will not violate third-party rights;
(d) it has the technical capability and resources to fulfill its obligations under this Agreement; and
(e) it will not submit Sensitive Data except as permitted under Section 6.7.
(a) Duration: The warranties in Sections 8.1-8.3 are ongoing during the Term.
(b) Exclusive Remedy: For breach of Newo’s performance warranty in Section 8.2(a), Newo’s sole obligation is to use commercially reasonable efforts to correct the non-conformity or, if correction is not commercially feasible, to provide Customer with a service credit equal to the pro-rated fees for the affected period.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE CLOUD SERVICES ARE PROVIDED “AS IS” AND NEWO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEWO DOES NOT WARRANT THAT THE CLOUD SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET CUSTOMER’S SPECIFIC REQUIREMENTS.
AI Agents may generate responses that contain errors or inaccuracies, including with respect to pricing, availability, scheduling, or other commitments communicated to a Customer User or Data Subject. AI Agent outputs do not constitute medical, legal, financial, or other professional advice. Customer is responsible for reviewing and confirming any commitment, quote, or appointment communicated by an AI Agent before treating it as binding, and for promptly correcting any AI Agent output that is inaccurate or contrary to Customer’s policies.
Newo shall defend, indemnify, and hold harmless Customer and its Affiliates, directors, officers, employees, and agents from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from:
(a) material breach of Newo’s warranties or material failure to perform its obligations under this Agreement;
(b) gross negligence or willful misconduct by Newo or its personnel;
(c) claims that the unmodified Cloud Services infringe any third-party patent, copyright, or trademark, excluding any infringement arising from: (i) Customer Components, (ii) Customer’s modifications or misuse, (iii) combination with non-Newo systems, or (iv) use after notice to discontinue due to infringement;
(d) violation of applicable data protection Laws by Newo in its capacity as data processor; and
(e) breach of the Trade Compliance Addendum by Newo.
Customer shall defend, indemnify, and hold harmless Newo and its Affiliates, directors, officers, employees, and agents from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from:
(a) material breach of Customer’s warranties or material failure to perform its obligations under this Agreement;
(b) gross negligence or willful misconduct by Customer or its personnel;
(c) claims arising from Customer Components, Customer’s services to Customer Users, or Customer’s branding;
(d) Customer’s unauthorized use of the Cloud Services or violation of the license restrictions in Section 2.7;
(e) violation of Customer User or Data Subject rights, privacy Laws, or other applicable Laws by Customer in its capacity as data controller;
(f) Customer’s failure to obtain required consents from Customer Users or Data Subjects, including under Section 2.8; and
(g) breach of the Trade Compliance Addendum by Customer.
For any indemnification claim, the indemnified Party shall:
(a) promptly notify the indemnifying Party in writing of any claim, but failure to provide prompt notice shall not relieve the indemnifying Party of its obligations except to the extent materially prejudiced;
(b) provide reasonable cooperation and assistance in the defense;
(c) grant the indemnifying Party sole control of the defense and settlement negotiations; and
(d) not admit liability or settle any claim without the indemnifying Party’s prior written consent.
The indemnifying Party shall:
(a) assume defense with counsel reasonably acceptable to the indemnified Party;
(b) not settle any claim that imposes continuing obligations, admits wrongdoing, or requires non-monetary relief from the indemnified Party without prior written consent; and
(c) keep the indemnified Party reasonably informed of material developments.
The indemnified Party may participate in the defense with counsel of its own choosing at its own expense.
If the Cloud Services become subject to a third-party infringement claim covered by Section 9.1(c), Newo may, at its option and expense:
(a) obtain the right for Customer to continue using the Cloud Services;
(b) modify the Cloud Services to be non-infringing while maintaining substantially equivalent functionality;
(c) replace the infringing components with non-infringing alternatives; or
(d) if the foregoing remedies are not commercially reasonable, terminate the affected Cloud Services upon thirty (30) days’ written notice and refund Customer’s prepaid fees for the terminated services on a pro-rata basis.
THE REMEDIES SET FORTH IN THIS SECTION 9 CONSTITUTE THE PARTIES’ SOLE AND EXCLUSIVE REMEDIES FOR THIRD-PARTY CLAIMS SUBJECT TO INDEMNIFICATION.
EXCEPT FOR THE EXCLUDED CLAIMS LISTED IN SECTION 10.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF USE, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE EXCLUDED CLAIMS LISTED IN SECTION 10.3, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:
(a) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO NEWO UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; OR
(b) ONE HUNDRED THOUSAND DOLLARS ($100,000).
The limitations in Sections 10.1 and 10.2 do not apply to:
(a) either Party’s indemnification obligations under Section 9;
(b) breaches of confidentiality obligations under Section 7;
(c) either Party’s gross negligence or willful misconduct;
(d) Customer’s payment obligations to Newo;
(e) violations of intellectual property rights;
(f) Customer’s violation of the license restrictions in Section 2.7;
(g) either Party’s obligations relating to data protection and privacy under Section 6; and
(h) breach of the Trade Compliance Addendum.
IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, THE PARTIES’ LIABILITY SHALL REMAIN SUBJECT TO THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 10.
THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, REFLECT A REASONABLE ALLOCATION OF RISK, AND THAT ABSENT SUCH LIMITATIONS, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY PROVIDED HEREIN.
This Agreement commences on the Effective Date and continues for an Initial Term of twelve (12) months. The Minimum License Fee, the Units included, and the Price per Additional Unit set forth in the applicable Proposal, together with the number of Units attributable to a given type of Session as defined at https://newo.ai/pricing/, are fixed for the duration of the Initial Term. Thereafter, this Agreement shall automatically renew for successive twelve (12) month periods (“Renewal Terms”), unless either Party provides written notice of non-renewal at least ninety (90) days before the end of the then-current term. Newo reserves the right to adjust the Minimum License Fee levels, the Price per Additional Unit, and the number of Units attributable to a given type of Session for any Renewal Term by providing Customer with written notice of such changes at least ninety (90) days prior to the commencement of the applicable Renewal Term.
Any adjustment to the Minimum License Fee, the Price per Additional Unit, or the number of Units attributable to a given type of Session for a Renewal Term under this Section 11.1 (a “Price Increase Notice”) will not result in pricing that exceeds Newo’s then-current published rates for the applicable commitment level at https://newo.ai/pricing/. For clarity, no adjustment under this Section 11.1 will take effect prior to the commencement of the applicable Renewal Term, and pricing and Unit measurement remain fixed during the then-current Term as set forth in the applicable Proposal and this Section 11.1. If Customer does not accept a Price Increase Notice, Customer may elect not to renew by giving written notice at any time up to thirty (30) days before the end of the then-current Term, notwithstanding the ninety (90) day notice period above.
Either Party may terminate this Agreement immediately upon written notice if:
(a) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach (or ten (10) days for payment defaults);
(b) the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings that are not dismissed within sixty (60) days;
(c) the other Party materially breaches confidentiality obligations or engages in willful misconduct;
(d) continued performance would violate applicable Law or court order; or
(e) the other Party breaches the Trade Compliance Addendum.
Upon expiry or termination of this Agreement:
(a) Newo shall, upon Customer’s written request made no later than thirty (30) days after the effective date of termination, continue providing the Cloud Services for a transition period of up to twelve (12) months (the “Transition Period”), unless termination was for Customer’s material breach;
(b) fees for the Transition Period will be as mutually agreed by the Parties; provided that if the Parties have not agreed on fees within fifteen (15) days of Customer’s request, the then-current Price per Additional Unit shall apply. During the Transition Period, Customer shall pay for actual usage at the then-current Price per Additional Unit, and no further Minimum License Fee shall apply;
(c) all other terms of this Agreement remain in effect during the Transition Period;
(d) Newo shall provide reasonable transition assistance including orderly transfer of User Data (for example, call records, call history, KPIs, phone numbers, and agent configurations) to a new provider;
(e) Customer may transfer Customer Users to another provider at any time upon thirty (30) days’ written notice; and
(f) both Parties shall cooperate in good faith on transition planning and data migration. Upon expiration of the Transition Period, Newo shall delete all User Data in its possession or control in accordance with Section 6.2(f).
Upon termination or expiration:
(a) all licenses granted to Customer terminate immediately, except as necessary for the Transition Period;
(b) each Party shall promptly return or destroy (at the disclosing Party’s election) the other Party’s Confidential Information, except as required by Law or necessary for enforcing rights under this Agreement;
(c) Customer remains liable for all accrued fees, expenses, and other obligations through the termination date;
(d) each Party shall promptly remove the other Party’s trademarks from its materials; and
(e) termination does not affect any rights or obligations that accrued prior to termination.
The following provisions survive termination or expiration of this Agreement: Sections 1 (Definitions), 5 (Intellectual Property Rights), 6 (Data Protection and Privacy), 7 (Confidentiality), 8.5 (Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), 11.4 (Effect of Termination), 11.5 (Survival), 12 (General Provisions), and the Trade Compliance Addendum.
In addition to the suspension rights described in Section 2.8(g) and Section 3.3 (Payment Terms), Newo may suspend Customer’s access to the Cloud Services, in whole or in part, upon reasonable advance notice (or, where reasonably necessary to prevent imminent harm, without prior notice) if: (a) Customer’s use of the Cloud Services poses a security risk to the Cloud Services or to any other customer, partner, or third party; (b) Newo reasonably believes, based on documented evidence, that Customer has materially breached this Agreement, the Trade Compliance Addendum, or applicable Laws; or (c) Newo’s continued provision of the Cloud Services to Customer is prohibited by applicable Law. Newo will use commercially reasonable efforts to limit any suspension under this Section 11.6 to the affected Customer Account or AI Agent where feasible, and will restore access promptly once the condition giving rise to the suspension has been resolved.
This Agreement is governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods. The Parties consent to exclusive jurisdiction in the United States District Court for the District of Delaware, or if no federal jurisdiction exists, the state courts of New Castle County, Delaware. The Parties waive all defenses of lack of personal jurisdiction and forum non conveniens.
This Agreement consists of this Master Service Agreement and all documents incorporated by reference, including the Published Terms. Newo may update the Published Terms from time to time; provided that no such update will apply to Customer if it would materially reduce Customer’s rights or materially increase Customer’s obligations under this Agreement unless Customer agrees in writing or the update is required by applicable Law. Newo will notify Customer at its Notification Email Address of any material change to the Published Terms.
The Parties shall first attempt to resolve disputes through good faith negotiations between senior management for thirty (30) days following written notice. Both Parties shall continue performing during any dispute. Nothing limits either Party’s right to seek injunctive relief for breach of confidentiality or intellectual property violations.
Neither Party is liable for delays or failures due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labor disputes, or government actions. The affected Party shall promptly notify the other and use reasonable efforts to minimize impact. If a Force Majeure event prevents a Party from performing a material obligation under this Agreement for more than ninety (90) consecutive days, the other Party may terminate this Agreement upon written notice, without further liability other than for obligations accrued prior to termination.
This Agreement, together with all appendices and documents incorporated by reference (including the Trade Compliance Addendum), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and communications, whether written or oral. Any terms and conditions contained in a Customer purchase order, vendor registration form, online vendor portal, or similar document submitted by Customer, whether before or after the Effective Date, are void and of no force or effect, even if signed or accepted by Newo. Any non-English translation of this Agreement is provided for convenience only; in the event of any ambiguity or conflict between translations, the English-language version is authoritative and controls.
(a) Amendment: This Agreement may only be amended by a written instrument signed by authorized representatives of both Parties. For clarity, Newo may not unilaterally amend this Agreement, including by posting an updated version.
(b) Waiver: No waiver is effective unless in writing and signed by the waiving Party. Waiver of any breach does not constitute waiver of any subsequent breach.
Neither Party may assign or transfer this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other Party, except that either Party may assign this Agreement without such consent (a) to any Affiliate, or (b) in connection with any merger, consolidation, reorganization, change of control, or sale of all or substantially all of its equity or assets relating to this Agreement, provided that the assignee is not a direct competitor of the other Party in the AI automation platform or voice/chat AI agent solutions market. Any attempted assignment in violation of this Section will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their permitted successors, and permitted assigns. The assigning Party will provide the other Party with written notice of any assignment under clause (a) or (b) within a reasonable time after such assignment.
The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship. Neither Party has the authority to bind the other or to incur any obligation on the other’s behalf.
If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision is severed and the remainder of the Agreement continues in full force and effect.
Each Party shall comply with all applicable export control laws and regulations as set forth in the Trade Compliance Addendum. Customer shall not access, use, or export the Cloud Services in violation of such laws or to any Restricted Person or prohibited territory as defined in the Trade Compliance Addendum.
(a) Legal Notices: All notices required under this Agreement must be in writing and delivered either (i) to the receiving Party’s Notification Email Address, or (ii) in person, by first class registered mail, or by overnight air courier. Email notices are valid for all purposes under this Agreement, including but not limited to:
(b) Effectiveness: Notices are effective upon personal delivery, five (5) days after mailing, one (1) day after delivery to courier, or, for email, upon transmission, provided that the sending Party does not receive an automatic reply indicating delivery failure.
(c) Address Updates: Each Party is responsible for keeping its Notification Email Address and notice address current and valid.
This Agreement and any Proposal may be executed and delivered electronically (including by electronic signature, scanned, or click-through acceptance) and in counterparts. Each Party agrees that such electronic signatures and records are intended to and shall have the same legal effect as manual signatures and paper records, to the fullest extent permitted by applicable Law.
This Agreement is intended solely for the benefit of the Parties and their permitted successors and assigns. Except for the indemnified parties under Section 9, no other person or entity shall have any right or cause of action hereunder or be deemed a third-party beneficiary hereof.
Neither Party shall issue press releases or public announcements regarding this Agreement without the other’s prior written approval, except as required by Law or regulation.
Except as to (i) the pricing and commercial terms set forth in a Proposal, which are governed by Section 3.5(c) (under which the applicable Proposal controls over this Agreement), and (ii) any provision of a Statement of Work that expressly states that it prevails over a specified provision of this Agreement, in case of conflicts documents are interpreted in the following order:
Updated September 9, 2026