By executing a Proposal that incorporates this Agreement by reference, the entity or individual executing the Proposal ("Partner") agrees that this Agreement, together with the applicable Proposal, governs Partner's participation in the Newo White Label Partner Program, and is effective as of the Effective Date set forth in the applicable Proposal. Newo Inc. ("Newo") and Partner 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;
WHEREAS, Partner wishes to offer a White Label Solution based on the Cloud Services and is prepared to maintain a Minimal Commitment of Licensing Units in accordance with this Agreement;
WHEREAS, the Parties desire to establish a mutually beneficial partnership arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein 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.
"You", "Partner" means an entity or individual authorized by Newo to provide services according to this Agreement.
"Customer", "AI Agent Owner" means the legal entity or individual that maintains a Customer/Organization Account on the Platform, creates AI Agents on the Platform, and/or uses the Platform.
"End User", "Members" means an individual who has a Member Account on the Platform. End Users receive access to their Member Account at the discretion and with the consent of the Customer.
"Third-Party Data Subject" or "Data Subject" means individuals whose personal data may be processed through the Cloud Services when they interact with AI Agents (e.g., during phone calls, text messaging, or other communications facilitated by the Cloud Services).
"End User Data" means data collected and processed by the Cloud Services from Customer Accounts, linked Member Accounts, and Data Subjects.
“Abusive Usage” means Cloud Services usage, including calls, messages, or Sessions, that results from fraud, unauthorized access, or other abusive activity, as determined by Newo or verified by Partner in accordance with Section 3.5.
"Administrator" means the End User designated by Customer to administer the Customer Account on Customer's behalf.
"Affiliate" means an entity which, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party, where "control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
"AI Agents" or "AI Employees" means the third-party facing AI automation solutions created through the Platform, including but not limited to automated customer interactions, voice and text communications, appointment scheduling, data collection, and CRM integration.
"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.
"Cloud Services" or "Platform" means 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 End Users ("Members") 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 Partner or Customers.
"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 our standard published documentation for the Cloud Services.
"Effective Date" means the date on which the Parties execute the applicable Proposal, as specified therein.
"End User Account" or "Member Account" means an account established by Customer or an AI Agent Owner for an End User that is linked to one or more Customer Accounts.
"Feedback" means comments, questions, ideas, suggestions, or other feedback relating to the Cloud Services, Technical Support, or additional 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 modifications or enhancements created to enable interoperability between the Cloud Services and Partner's systems.
"Laws" means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, the exportation of technical or personal data, and Trade Control Laws as defined in the Trade Compliance Addendum.
"Minimal Commitment" means the contractual minimum number of Licensing Units per Billing Cycle that Partner commits to purchase and pay for, regardless of actual usage.
"Notification Email Address" means the email address(es) used to register for a Cloud Service account or otherwise sign up for a Cloud Service. It is your responsibility to keep your email address(es) valid and current to enable us to send notices, statements, and other information.
"Proposal" means the commercial proposal, order form, or similar document issued by Newo to Partner and executed by both Parties, which sets forth the Minimal Commitment level, Price per Unit (PPU), and other pricing terms applicable to Partner, and which incorporates this Agreement by reference in accordance with Section 3.4.
"Our Deliverables" means any materials, deliverables, modifications, derivative works, or developments that we provide in connection with any additional services.
"Our Technology" means the Cloud Services (including all no-charge services), Our Deliverables, their "look and feel", any and all related or underlying technology, and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.
"Price per Unit" or "PPU" means price per Licensing Unit specified for different Minimal Commitment levels.
"Published Terms" means Newo's Terms of Service, Privacy Policy, Data Processing Addendum, Technical Support Policy, and the Trade Compliance Addendum, each as made available at Newo.ai and incorporated by reference into this Agreement.
"Session" means a single, continuous interaction between an AI Agent and an End User or Data Subject, conducted via either voice or text-based communication
"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.
"Territory" means the geographic area where a Partner is authorized to provide their services in accordance with this Agreement. Unless otherwise defined, Partner is authorized to provide services worldwide except for territories subject to Trade Control Laws as defined in the Trade Compliance Addendum.
"Transition Period" means the twelve-month period following Agreement termination during which certain rights and obligations continue.
"Unit" or "Licensing Unit" means the billing measure for Cloud Services usage as defined at https://newo.ai/pricing/.
"WL" or "White Label Partner" means a Partner authorized to present Cloud Services under their own branding with defined support obligations.
"Qualifying Criteria" means the technical, commercial, and operational requirements specified by Newo from time to time for White Label Partners, which may include minimum training and certification of personnel, support capabilities (including provision of Line 1 and Line 2 support), sales and marketing activities, and compliance with applicable Laws and Published Terms.
A Partner provides services on the White Label model. This means:
(a) Branding Rights: WL Partner may present Cloud Services under its branding, including logos, colors, and domains;
(b) Attribution: No Newo attribution required in Customer's interfaces, but Partner shall not misrepresent the technology's origin;
(c) Customization Scope: White labeling includes user-facing interfaces, email notifications, and API endpoints per technical specifications;
(d) Limitations: Core Platform functionality, AI model behavior, and system architecture remain under Newo's control.
(a) Partner must be compliant with Qualifying Criteria, including, without limitation, by certifying at least one employee in accordance with Newo's program criteria.
After Partner meets the Qualifying Criteria, Newo grants Partner a limited, non-exclusive, non-transferable, revocable license during the Term to provide the White Label Solution. Newo may revoke such license in case of non-compliance with this Agreement or the Qualifying Criteria.
(b) Sales and Marketing: Allocate appropriate resources for promoting and selling the integrated solution with trained personnel;
(c) Compliance: Ensure use complies with applicable laws, including the Trade Compliance Addendum, export controls, data protection, and telecommunications regulations;
(d) Quality Standards: Maintain industry-standard customer service quality;
(e) Escalation: Partner shall follow the escalation protocols and documentation requirements.
(f) Provide Line 1 and Line 2 support as described in Section 4
(a) Newo undertakes to provide platform access, technical documentation, and service availability, including the use of "Bypass Protocol" mode during technical degradation as described in Section 4.
(b) Newo undertakes to provide technical Line 3 support as described in Section 4.
(c) Follow the escalation protocol as described in Section 4.2
(d) Updates: Provide reasonable notice of material API or functionality changes affecting Partner's integration.
Newo agrees not to contact any Partner's User listed for the purpose of soliciting a direct sales or marketing relationship between Newo and such party. Newo is not prohibited from contacting or soliciting Partner's Users in following cases: (a) Newo already has a direct relationship; (b) User contact Newo of their own accord; or (c) such User is developed as a prospective customer by Newo independently of any information received from Partner under this Agreement.
If Partner or a 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 Partner or 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. Third-Party Products are not part of the Cloud Services, and Newo has no liability with respect to Partner's or any Customer's procurement or use of Third-Party Products.
Partner shall not, and shall not permit any third party (including Customers, End Users, and its contractors) to:
(a) use the Cloud Services or Our 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 Our 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 Our 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 Our 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 Customers and End 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 Our 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, Our Technology, or any related Documentation;
(g) sell, resell, sublicense, rent, lease, lend, timeshare, or otherwise provide access to the Cloud Services or Our Technology to any third party, except as expressly permitted under the White Label Model in Section 2.1;
(h) permit access to the Cloud Services or Our 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 Our Technology.
(a) Consent Obligations. Partner 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"). Partner 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 Partner (and not obtained through shared lead-generation consent benefiting multiple parties).
(b) Do-Not-Call and Opt-Out. Partner 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. Partner shall ensure that each AI Agent call discloses, at the outset of the communication, (i) Partner's or the applicable 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. Partner 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. Partner 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, Partner shall defend, indemnify, and hold harmless Newo from and against any claims, fines, penalties, or regulatory actions arising from Partner's, its Customers', or their End 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 Partner's or a 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 demonstration of compliance. Any such suspension is also subject to Section 11.6.
(a) Partner bills Customers at Partner-determined rates.
(b) Partner operates under a Volume Service Agreement (VSA) based on predefined Minimal Commitment levels.
(c) VSA defines a Minimal Commitment and PPU related to this level of commitment. If the total Usage is below Minimal Commitment, Partner is charged for the Minimal Commitment. If the actual usage exceeds Minimal Commitment, Partner is charged for the usage based on defined PPU.
(d) Newo shall invoice the Partner for Platform usage, and the Partner shall bear the cost of such usage regardless of the Partner's ability to collect fees from its Customers.
(e) Units are defined on https://newo.ai/pricing/
(f) Newo may include a limit for the number of agents created during the calendar month on the specific Minimal Commitment Level.
(g) 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 Partner for use with the Cloud Services during the Term. Neither Partner nor any Customer acquires 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, at any time and without prior notice to Partner. 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. Partner 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 Minimal Commitment level applies for the duration of the Initial Term and each Renewal Term, as defined in Section 11.1. The applicable Price per Unit and 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 12-month Term.
(b) Upgrades: Partner may upgrade to a higher Minimal Commitment level at any time during the Term. The new Minimal Commitment level and associated PPU take effect at the start of the next Billing Cycle following Newo's confirmation of the upgrade.
(c) Downgrades: Partner may only downgrade to a lower Minimal Commitment level, or cancel the commitment, effective as of the end of the then-current 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 penalties, dispute resolution, and reporting requirements, are as set forth in this Section 3.3.
Invoicing:
Payment:
Disputes:
(a) The Minimal Commitment level, Price per Unit (PPU), and other pricing terms applicable to Partner 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) In 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..
(a) Billing as Consumed. Cloud Services usage is billed as consumed in the ordinary course, including any usage that is later determined to be Abusive Usage. Newo does not filter, withhold, or delay billing for suspected Abusive Usage at the time such usage is consumed.
(b) Credit for Verified Abusive Usage. Newo will credit Partner for verified Abusive Usage that caused Partner's usage for a Billing Cycle to exceed its Minimal Commitment, subject to the following: (i) Partner must notify Newo of the claimed Abusive Usage within ten (10) days of the applicable invoice date or of Partner's discovery of the Abusive Usage, whichever is later; (ii) Partner's notice must include supporting evidence, such as Partner's own fraud findings, source number patterns, or call logs; (iii) Newo will review the claim and notify Partner of its approval or denial within five (5) business days of receiving Partner's notice and supporting evidence; and (iv) any approved credit will be applied, at Newo's election, by correcting the applicable invoice or as a credit against Partner's next invoice. No credit is available for Abusive Usage within Partner's Minimal Commitment level, as such usage does not result in any additional charge to Partner.
(c) Monthly Cap. Credits under Section 3.5(b) are capped at ten percent (10%) of Partner's then-current monthly Minimal Commitment, per Partner per calendar month. Newo will review claims for Abusive Usage in excess of this cap on a case-by-case basis, and any credit for such excess amounts is at Newo's sole discretion.
(d) Quota Restoration. Restoring the Unit quota of an AI Agent that Newo has blocked or suspended due to suspected or confirmed Abusive Usage is an administrative action and is not separately billable.
(e) Assigned Number Costs. Costs associated with Assigned Numbers, including replacement or reprovisioning of an Assigned Number following an incident of Abusive Usage, are included in Newo's unit pricing. Newo does not itemize or separately bill Partner for such costs.
(f) Suspension for Severe or Repeated Abuse. In the case of severe or repeated Abusive Usage, Newo may suspend the affected AI Agents in accordance with Section 11.6 and require Partner to complete remediation, to Newo's reasonable satisfaction, before restoring service.
Line 1 Support:
Line 2 Support:
Newo available for Line 3 escalations via:
Response Times:
Resolution timing depends on severity and complexity
4.3.1. Platform Availability Commitment
99.9% minimum monthly average availability for the Newo Platform during each billing cycle.
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
Must be requested within 60 days after the end of the billing month. Credits 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 Partner's sole and exclusive remedy for any failure to meet the availability commitment in Section 4.3.1.
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, Newo's technology, and any deliverables, together with any modifications or derivative works thereof. No ownership rights transfer to Partner.
When an 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—e.g., 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 these Default Components (including any improvements, updates, or derivative works) remain exclusively with Newo. Subject to this Agreement and during the Term, Newo grants Partner a non-exclusive, non-transferable, limited right to use the Default Components within the Cloud Services and to permit Customers and End Users to use them solely as part of the authorized White Label Solution. Partner may not distribute, sublicense, or separately commercialize any Default Component apart from the Cloud Services..
Partner or Customer 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, Partner retains all right, title, and interest in and to the Customer Components as submitted or developed by Partner;
(b) License to Newo: Partner 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 Partner'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 Partner or any End User elect 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 Partner, 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) Partner's Use: Marketing materials, product documentation, and investor communications that accurately describe the partnership;
(b) Newo's Use: Customer case studies, partnership announcements, and marketing materials with Partner's prior 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 partnership relationship.
Integration Improvements, and any other integrations, connectors, or interoperability tools developed by Newo to enable interoperability between the Cloud Services and Partner'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 Partner's request, in connection with Partner's implementation, or with Partner's participation. Newo may reuse, incorporate, and offer such integrations to other customers and partners. Newo grants Partner a non-exclusive, non-transferable license during the Term to use such integrations solely in connection with Partner's authorized use of the Cloud Services.
All End User Data remains the exclusive property of Partner. Newo processes End User Data solely as a data processor acting on Partner's behalf and instructions.
(a) Purpose Limitation: Newo shall process End User Data only to provide the Cloud Services and as specifically instructed by Partner;
(b) Security Measures: Newo implements industry-standard technical and organizational measures to protect End User Data;
(c) Subprocessors: Newo may engage subprocessors subject to appropriate confidentiality and security obligations;
(d) Data Transfers: International transfers comply with applicable data protection laws using appropriate safeguards;
(e) Incident Response: Security incidents are promptly investigated and reported according to the Data Processing Addendum.
Each Party shall comply with its respective obligations under applicable data protection laws, including GDPR, CCPA, and other relevant regulations. Partner is responsible for obtaining necessary consents from Customers, End Users and Third-Party Data Subjects.
Except as necessary to provide the Cloud Services, Newo will not use End 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 Partner's prior written consent. Newo may use aggregated, anonymized, or de-identified data derived from End User Data that cannot reasonably be used to identify Partner, any Customer, End User, or Data Subject to develop, train, and improve its products and services.
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 Partner the ability to configure such a disclosure within an AI Agent's Session flow. Partner is responsible for enabling and configuring this disclosure, and for otherwise ensuring that its and its Customers' 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, Partner is responsible for ensuring that any consents or disclosures required by applicable Law are obtained from End Users and Data Subjects. The Cloud Services provide Partner the ability to configure a recording disclosure within an AI Agent's Session flow.
"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 notice.
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; and
(e) limit access to employees and contractors with a need to know.
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; and
(e) 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 harmful code into the Cloud Services; and
(d) it maintains commercially reasonable security measures to protect the Platform and End User Data.
Partner 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 End User Data processing;
(c) its use of the Cloud Services and any Customer Components will not violate third-party rights;
(d) it will maintain commercially reasonable insurance coverage for its business operations; and
(e) it has the technical capability and resources to fulfill its support obligations under this Agreement.
(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 Partner 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 PARTNER'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 an End User. AI Agent outputs do not constitute medical, legal, financial, or other professional advice. Partner and its Customers are 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 Partner 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) Partner'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.
Partner 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 Partner's warranties or material failure to perform its obligations under this Agreement;
(b) gross negligence or willful misconduct by Partner or its personnel;
(c) claims arising from Customer Components, Partner's services to Customers and End Users, or Partner's branding;
(d) Partner's unauthorized use of the Cloud Services or violation of the license restrictions in Section 2.6;
(e) violation of Customer and End User rights, privacy laws, or other applicable laws by Partner in its capacity as data controller;
(f) Partner's failure to obtain required consents from Customers and End Users, including under Section 2.7; and
(g) breach of the Trade Compliance Addendum by Partner.
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 Partner 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 Partner'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 PARTNER 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) Partner's payment obligations to Newo;
(e) violations of intellectual property rights;
(f) Partner's violation of the license restrictions in Section 2.6;
(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. Prices (PPU and Minimal Commitment) set forth in the applicable Proposal are valid 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 PPU and Minimal Commitment levels for any Renewal Term by providing the Partner with written notice of such changes at least ninety (90) days prior to the commencement of the applicable Renewal Term.
Any adjustment to the PPU or Minimal Commitment levels for a Renewal Term under this Section 11.1 (a "Price Increase Notice") will not result in a PPU for the applicable Minimal Commitment level that exceeds Newo's then-current published Price per Unit for that Minimal 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 the PPU and Minimal Commitment levels remain fixed during the then-current Term as set forth in the applicable Proposal.
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 any termination or expiration:
(a) Newo shall continue providing Cloud Services for a transition period of twelve (12) months to ensure orderly migration of Customers, unless termination was for Partner's material breach;
(b) all terms of this Agreement remain in effect during the Transition Period, including that Partner shall continue to pay the Minimal Commitment and Price per Unit in effect immediately prior to the termination or expiration giving rise to the Transition Period;
(c) Partner may not acquire new Customers during the Transition Period unless by mutual written agreement;
(d) both Parties shall cooperate in good faith on transition planning and data migration; and
(e) Newo shall provide reasonable data export assistance at Partner's expense; and
(f) upon expiration of the Transition Period, Newo shall delete all End User Data in its possession or control, except to the extent retention is required by applicable Law or necessary to resolve a dispute under this Agreement, in which case such data remains subject to the confidentiality and security obligations of this Agreement. Newo may retain End User Data contained in routine backup files until such backups are deleted in the ordinary course, subject to the same protections.
Upon termination or expiration:
(a) all licenses granted to Partner 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) Partner 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;
(e) termination does not affect any rights or obligations that accrued prior to termination; and
(f) upon and after termination or expiration of this Agreement, Newo is permitted to contact and solicit Customers to move toward a direct commercial relationship with Newo.
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 2.7(g) and 3.3 (Payment Terms), Newo may suspend Partner's or any 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) Partner's or a Customer's use of the Cloud Services poses a security risk to the Cloud Services or to any other partner, customer, or third party; (b) Newo reasonably believes, based on documented evidence, that Partner or a Customer has materially breached this Agreement, the Trade Compliance Addendum, or applicable Laws; or (c) Newo's continued provision of the Cloud Services to Partner or a 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, 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 shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Delaware for any legal proceeding arising out of or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
This Agreement consists of this Volume Service Agreement and all documents incorporated by reference, including the Published Terms. Partner acknowledges that Published Terms may be updated periodically and agrees to comply with the current version, subject to Section 12.6.
The Parties shall first attempt to resolve disputes through good faith negotiations between senior executives 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 exhibits, 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 Partner purchase order, vendor registration form, online vendor portal, or similar document submitted by Partner, 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) Volume Service Agreement: Newo may update the Volume Service Agreement at any time by posting the updated version on its website and providing email notice to Partner at the Notification Email Address, together with a summary of the material changes. Such amendments shall become effective thirty (30) days after the date of email notification ("Amendment Effective Date"). Partner may reject the amendments by providing written notice of termination via email to Newo before the Amendment Effective Date. If Partner does not provide such termination notice before the Amendment Effective Date, Partner shall be deemed to have accepted the amended terms. Partner's continued use of the Cloud Services after the Amendment Effective Date constitutes acceptance of the amendments. Notwithstanding the foregoing, Newo will not, through an amendment under this Section 12.6(a), materially increase Partner's fees or liability, or materially reduce Newo's support or service-level commitments to Partner, unless required to do so by applicable Law (see Section 12.6(b)).
(b) If an amendment described in Section 12.6(a) is required by applicable Law and would materially increase Partner's fees or liability, or materially reduce Newo's support or service-level commitments to Partner, and Partner does not wish to accept it, Partner may terminate this Agreement by written notice given before the Amendment Effective Date, without further Minimal Commitment liability and without application of the Transition Period notice requirements set forth in Section 11.3.
(c) Other Terms: No waiver is effective unless in writing. Waiver of any breach does not constitute waiver of any other breach.
Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided that the assignee is not a direct competitor of the other Party in the AI automation platform or white label voice/chat AI agent solutions market. Any prohibited assignment is void. This Agreement binds and benefits permitted successors and assigns.
The Parties are independent contractors. This Agreement does not create 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 effect.
Each Party shall comply with all applicable export control laws and regulations as set forth in the Trade Compliance Addendum. Partner 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 to the Notification Email Address Email notices are valid for all purposes under this Agreement, including but not limited to:
(b) Effectiveness: Email notices are effective 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 current and valid.
This Agreement 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 the pricing terms set forth in a Proposal, which are governed by Section 3.4(c) (under which the applicable Proposal controls over this Agreement), in case of conflicts documents are interpreted in the following order:
To the extent Partner and Newo have also entered into a Partner Main Agreement, that agreement governs non-White Label referral, resale, and implementation activities. This Agreement governs exclusively the White Label Solution and Volume Service arrangement, and controls in case of conflict with respect to such activities
Updated September 9, 2026