Terms of Service | Newton Insights

Newton Insights Terms of Service and Data Protection Agreement

This Terms of Service and Data Protection Agreement (“Terms”) governs your use of the Newton Insights Solution, including software, hardware, and related services, as provided by Eighth Revolution LLC DBA Newton Insights (“Company”). By agreeing to these Terms, you accept the following conditions, policies, and definitions.

Definitions

"Agreement" means the Newton Insights Access Agreement between the Customer and the Company, which incorporates these Terms by reference."Applicable Laws" refers to all relevant laws, regulations, and legal requirements applicable to the use of the Solution by the Customer within their jurisdiction, except for federal cannabis laws as specifically excluded in the Agreement."Additional Support" means any support services provided by the Company beyond the initial training and support included in this Agreement, which may be subject to additional fees as per the Company's then-current rates."Cannabinoid Concentrate Manufacturing" means the process and industry related to the production of concentrated forms of cannabinoids, which is the specific field in which the Customer is authorized to use the Solution for internal business purposes under this Agreement."Company" means Eighth Revolution LLC DBA Newton Insights, as identified in the Newton Insights Access Agreement."Customer" means the individual or entity entering into the Newton Insights Access Agreement with the Company."Customer Data" means data provided by or collected from the Customer through the use of the Software and Hardware, including any personal or business information, which is subject to data protection and privacy terms outlined in this Agreement."Data" means all data and information collected by the Customer or the Company through the use of the Software and Hardware, which the Company owns and may use for analysis, improvement, and enhancement of its services."Disclosing Party" means the party that discloses Proprietary Information to the other party under the terms of this Agreement."Emergency Support" means support services provided by the Company for urgent issues that require immediate attention beyond standard support hours or services, which may incur additional fees."Hardware" refers to the physical devices and components provided to the Customer by the Company for the purposes utilization of the Software."Initial Fee" means any upfront fee charged by the Company at the commencement of the Agreement or service provision, as may be applicable under future agreements."Installation Fee" means any fee charged by the Company for the initial installation and setup of the Hardware and Software, as may be applicable under future agreements."Maintenance" refers to the ongoing upkeep and servicing of the Hardware and Software, as outlined in this Agreement and the User Manual, to ensure optimal performance throughout the Program."Material Breach" means a serious violation by either party of its obligations under this Agreement that fundamentally undermines the Agreement's purpose or significantly hinders the non-breaching party's ability to perform. Examples include, but are not limited to:

(i) failure to perform a key obligation, which remains uncured for 30 days after the non-breaching party provides written notice detailing the breach;
(ii) unauthorized use or disclosure of the other party's Proprietary Information;
(iii) breach of the Data Security or confidentiality provisions in these Terms;
(iv) non-payment of agreed fees or expenses; or
(v) failure to comply with Applicable Laws impacting the services under this Agreement.

"Misuse or Negligence" means any improper use or handling of the Hardware or Software by the Customer that is inconsistent with the instructions provided in the User Manual, including failure to perform required Maintenance or unauthorized modifications, leading to damage or malfunction."Onboarding Process" means the series of steps and procedures outlined in Appendix A or provided separately by the Company, designed to transition the Customer to the use of the Solution, including installation, training, and implementation phases."Proprietary Information" means any confidential or sensitive information disclosed by one party to the other, including, without limitations non-public information regarding features, functionality, and performance of the Hardware and Software, as well as any other information that a reasonable person would understand to be confidential under the circumstances of disclosure."Receiving Party" means the party that receives Proprietary Information from the Disclosing Party under the terms of this Agreement."Security Incident" means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data while processed by the Company."Software" refers to the Newton Insights Software-as-a-Service (SaaS) platform that is licensed to the Customer under this Agreement for the purposes of the Program."Solution" means the combination of Hardware and Software provided by the Company,"Term" refers to the duration of this Agreement,"Updates" refers to any modifications, improvements, or fixes to the Software or Hardware provided by the Company, which are communicated to the Customer and are essential for maintaining functionality and performance."User Manual" means the documentation provided by the Company detailing the proper use, maintenance, and operation of the Hardware and Software, which the Customer is required to follow."Users" means the individuals or entities authorized by the Customer to access and use the Software in accordance with the terms of this Agreement. Users are limited to those who operate the Software solely for the Customer's internal business purposes.

Appendix B: Data Security Policy

Security Practices and Policies
The Company will implement and maintain reasonable technical and organizational measures to protect Customer Data from destruction, loss, alteration, or unauthorized access.Security Incident Notification
If the Company becomes aware of a Security Incident, it will notify the Customer promptly, investigate the issue, and take reasonable steps to mitigate damage. Notifications will be sent by email, and it is the Customer's responsibility to maintain accurate contact details. Customer must also comply with incident notification laws and third-party obligations.Data Protection and Privacy
The Company is committed to protecting the privacy and security of Data collected through the Software in accordance with the following principles:AI Interaction and Usage Data
The Company may record and analyze all interactions between the Customer (and its Users) and any AI-enabled tools or chat features within the Software. These interactions may be used by the Company to train, improve, and optimize its AI models, services, and related technologies. The Company retains all rights to any data, models, or improvements generated from such interactions, provided that no personally identifiable information is publicly disclosed. I Interaction and Usage DataData Collection and Use: The Company will collect only the Data necessary for the Software's functionality and service improvement. The Customer's use of the Software may involve the processing of business-specific Data, which will be handled in accordance with the confidentiality and Proprietary Information provisions herein.Third-Party Sharing: The Company will not share Customer Data with third parties, except as required by law or when necessary for the provision of the Software. However, the Company may use anonymized Data for product improvement, Data analysis, trend-building, or the development of new tools. In such cases, third-party tools or services may be utilized, provided that no personally identifiable information (PII) or sensitive Customer Data is shared without prior consent.Ownership of DataThe Customer retains ownership of the raw data they input into the Solution ("Raw Customer Data"). This includes, but is not limited to, operator-entered fields such as batch parameters, strain names, temperatures, pressures, and soak times.While Raw Customer Data remains the property of the Customer, the Company may use such data in anonymized and aggregated form to support benchmarking, feature development, performance analysis, and the improvement of its Software and Hardware, provided that no individually identifiable customer data or proprietary operating procedures are disclosed.The Company shall own all rights, title, and interest in and to all processed, analyzed, aggregated, or derived data generated by the Solution from Raw Customer Data ("Processed Data"). The Company may use Processed Data in any way, including, without limitation, to:

(i) analyze the Processed Data in relation to the provision, use, and performance of the Software, Hardware, and related systems and technologies; and
(ii) improve, develop, and enhance the Software, Hardware, and related services, subject to the confidentiality and Proprietary Information provisions herein.
(iii) train or optimize AI models using anonymized and aggregated data.

The Company may also license or sell anonymized and aggregated data sets, trends, and benchmarks derived from Raw Customer Data or Processed Data, provided such use does not identify the Customer or disclose any proprietary or confidential information. Any such downstream recipients will be contractually prohibited from attempting to re-identify or redistribute the data.Customer may request exclusion from public-facing benchmark comparisons by providing thirty (30) days' written notice.For clarity, the Company does not claim ownership of Raw Customer Data, but retains full rights to all Processed Data created through the use of the Solution.System Logs and Usage AnalyticsThe Company may collect and analyze usage data (e.g., system events, interactions, performance metrics) generated through the Customer's use of the Solution. These analytics may be used to improve the Software and to develop new features, and shall be owned exclusively by the Company.Benchmarking and Industry InsightsThe Company may use anonymized and aggregated data derived from the Customer's use of the Solution to generate industry benchmarks, performance comparisons, and best practice insights. These benchmarks may be shared with third parties or the public in reports, presentations, and other materials, provided that such use does not identify the Customer or disclose any confidential or proprietary information. The Company retains all rights to any such anonymized and aggregated data.Derived Product DevelopmentThe Company may use aggregated and anonymized usage patterns, requests, and outcomes derived from Customer interactions to design, develop, and commercialize new products, services, or features. These developments shall be the sole property of the Company.Compliance: The Company shall comply with all laws and regulations applicable to its provision of the Software and Hardware. However, the Company shall not be responsible or liable for compliance with any laws or regulations applicable to the Customer or the Customer's industry that are not generally applicable to information technology service providers. The Company does not determine whether the Customer's Data includes information subject to any specific law or regulation.CCPA Compliance: The Company will only collect, use, retain, or disclose personal information for the services provided through the Software and Hardware ("Business Purposes") for which the Customer provides or permits access to personal information. The Company may aggregate, de-identify, or anonymize personal information so that it no longer meets the definition of personal information, and may use such Data for its own research and development purposes. The Company will not attempt to or actually re-identify any previously aggregated, de-identified, or anonymized Data, and will contractually prohibit downstream data recipients from attempting to or actually re-identifying such Data.Data Security Protocol: In the event of a Data security breach, the Company will inform affected parties and take steps to mitigate potential harm in accordance with Appendix B.

No Warranty

THE SOFTWARE AND HARDWARE ARE PROVIDED "AS IS," WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT USE OF THE SOFTWARE OR HARDWARE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR THAT THE SOFTWARE OR HARDWARE WILL PROVIDE EXPECTED RESULTS.

Software and Hardware Updates; Feedback

Company commits to using commercially reasonable efforts to regularly update both the Hardware and Software to ensure they remain effective and efficient. Updates will be communicated to the Customer via email and implemented in accordance with the terms agreed upon in this Agreement. Company will utilize this Feedback to make necessary enhancements to the Hardware and Software. Company owns all rights in any Feedback.

The Company will notify the Customer via email of any necessary Updates to the Software and Hardware. These Updates are essential for the performance of the Hardware and for ensuring compatibility and functionality with the Software. The Customer is responsible for implementing these Updates to maintain the integrity of the overall system.

Appendix D: Legal Terms & Compliance

Legal Compliance and Limitation of Liability:
The Company represents, warrants, and covenants to use the Hardware and Software in full compliance with all Applicable Laws. The Customer, not the Company, is fully responsible for any legal consequences arising from non-compliance with Applicable Laws. The Customer represents, warrants, and covenants that Customer shall:

(i) arrange for review by the proper authorities, including, without limitation, electrical inspectors or cannabis specialists, of the Software, Hardware, and the Customer's intended use thereof to ensure safety and compliance with Applicable Laws; and
(ii) arrange for additional such reviews upon any material changes to ensure continued compliance with Applicable Laws.

Limitation of Liability: The Company, including its officers, affiliates, representatives, contractors, and employees, shall not be liable to the Customer for any punitive, special, incidental, indirect, or consequential damages, including, without limitation, interruption of business, lost profits, lost or corrupted Data or content, and lost revenue arising out of this Agreement (including, without limitation, the Hardware, Software, the use or inability to use the Hardware or Software), even if advised of the possibility of such damages.

Aggregate Liability: In no event shall the aggregate liability of the Company arising out of or in connection with this Agreement, including any license or other use of the service, whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, tort, or otherwise, exceed the total amounts actually paid by the Customer to the Company in the one (1) month period immediately preceding the event giving rise to such a claim.

Security Compliance: So long as the Company materially complies with its security policy as set forth in Appendix B, the Company shall have no liability for any damages to the Customer or any third party resulting from a Data breach or security breach.

Data Loss: The Company shall not be liable for any damages resulting from the loss or corruption of any Data or content, whether resulting from delays, non-deliveries, mis deliveries, service interruptions, or otherwise.

Compliance with Laws: The Company shall have no liability to the Customer for any breaches of Applicable Laws resulting from the Customer's use of the Hardware or Software.

Indemnification

The Customer shall indemnify, defend, and hold harmless the Company, its affiliates, successors, and assigns, including the applicable officers, directors, employees, and agents thereof, from and against any and all losses, costs, damages, liabilities, and expenses, including, without limitation, legal fees and expenses paid to or for the benefit of third parties, arising from or in connection with any third-party claim for:

(i) the death or bodily injury of any person caused by the negligence or willful misconduct of the Customer or its Users, officers, directors, employees, and agents ("Customer Parties");
(ii) the damage, loss, or destruction of any real or tangible personal property caused by the negligence or willful misconduct of the Customer Parties;
(iii) any use of the Hardware or Software by the Customer Parties, including any content provided by them; or
(iv) any breach of Applicable Law by the Customer Parties.

General Provisions

Confidentiality: A Receiving Party understands that a Disclosing Party has disclosed or may disclose Proprietary Information of the Disclosing Party. Proprietary Information of the Company includes, without limitation, non-public information regarding features, functionality, and performance of the Hardware and/or Software and information provided to the Customer related thereto.

The Receiving Party agrees to:

(i) take reasonable precautions to protect such Proprietary Information, and
(ii) not use (except in the performance of the Services or as otherwise permitted herein) or divulge any such Proprietary Information to any third party.

Non-Disparagement

Both parties agree not to publicly or privately make any statement that disparages or defames the other party, its leadership, employees, or services. This obligation shall survive termination of this Agreement for two (2) years.

Non-Solicitation

During the Term and for one (1) year following termination, the Customer agrees not to solicit for employment or contract (directly or indirectly) any employee or contractor of the Company involved in delivering the Solution.

Marketing and Publicity

Customer grants the Company a non-exclusive, royalty-free, irrevocable, and perpetual right to use Customer's name and logo on the Company's website, marketing materials, case studies, investor presentations, and other promotional content to identify Customer as a user or partner of the Company's solution. This right shall survive termination of this Agreement and does not require further approval, provided such use does not disclose any confidential information or misrepresent the relationship.

Case Studies

The Company may, with Customer's verbal or written input, develop a case study describing the Customer's use of the Solution and outcomes achieved. This may include general metrics (e.g., throughput improvements, downtime reduction) but will not include proprietary details or confidential data. Customer will have the opportunity to review any such materials prior to publication for factual accuracy only. The Company's rights under this section shall survive termination of the Agreement and include the right to reference Customer's historical use of the Solution and the results achieved, so long as no confidential or sensitive operational details are disclosed.

Customer Quotes and Testimonials

Customer agrees that verbal or written statements made by its team regarding the Company's Solution, including quotes from meetings, support communications, or survey responses, may be used by the Company in promotional materials, case studies, investor communications, or on its website, provided such quotes are factual and presented in a positive and professional context. The Company will make reasonable efforts to notify the Customer of the use, but additional approvals are not required unless the Customer opts out in writing.

Restricted Access: The Customer agrees that no individual or entity with a current or affiliation to a competitor of the Company, as defined herein, shall have access to the Solution, Hardware, Software, or any Proprietary Information. This includes contractors, consultants, or third-party representatives engaged by the Customer. The Customer shall ensure that access is limited to its internal employees or approved representatives who are not affiliated with competitors.

The parties agree that Proprietary Information shall not include any information that the Receiving Party can demonstrate by written records:

(a) is or becomes generally available to the public;
(b) was in the Receiving Party's possession or known by it prior to receipt from the Disclosing Party;
(c) was rightfully disclosed to the Receiving Party without restriction by a third party;
(d) was independently developed without use of any Proprietary Information of the Disclosing Party; or
(e) is required to be disclosed by applicable law.

This obligation of confidentiality shall survive the termination of this Agreement for five (5) years, except for trade secrets, which remain confidential indefinitely.

Audit Rights

Company reserves the right to audit the Customer's use of the Software and Hardware to ensure compliance with this Agreement.

Force Majeure

Neither party shall be liable for any failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, and acts of civil or military authorities.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

Entire Agreement

These Terms, together with the Newton Insights Access Agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter herein.

Assignment

The Customer may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.

Default and Remedies

In the event of default by the Customer, including non-payment or breach of any Agreement terms, the Company may disable Software access, retrieve the leased Hardware, and charge the Customer for any related costs, including legal fees. Customer will be responsible for any damages or costs incurred by the Company as a result of Customer's default.

Dispute Resolution and Governing Law:

Any disputes arising under this Agreement shall first be attempted to be resolved through good faith negotiation between the parties. If negotiation fails, the dispute shall be resolved through arbitration in New York, in accordance with the rules of the American Arbitration Association.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

Notice

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

Hardware Replacement Costs

In the event of loss, theft, or irreparable damage, the Customer agrees to be responsible for the full replacement cost of any Hardware provided under this Agreement. This includes both the core system and any additional components or accessories provided now or in the future.

Current estimated replacement values include:

Spectrometer System: $74,000
Flow Cell: $36,000
Tablet: $5,500

The Company may update this list of covered items and associated replacement values from time to time, and such updates will be made available in writing and apply prospectively.

Acceptable Use Policy

The Customer agrees to use the Hardware and Software in compliance with all Applicable Laws. The Customer agrees to use the Hardware and Software solely for their intended business purposes. Unauthorized use, including but not limited to unauthorized access, duplication, modification, or distribution of the Software, is strictly prohibited.

Without limiting the foregoing, the Customer agrees not to:

(i) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Hardware or Software available to any third party;
(ii) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Hardware or Software, or access the Hardware or Software in order to build a similar or competitive product or service;
(iii) create Internet "links" to the Software or "frame" or "mirror" any part of the Software, including any content contained therein, on any other server or device;
(iv) copy, reproduce, distribute, republish, download, display, post, or transmit the Hardware or Software in any form or by any means, including but not limited to electronic, mechanical, photocopying, or recording; or
(v) remove any proprietary notices or labels from the Hardware or Software.

The Customer agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Software. The Customer acknowledges that licenses cannot be shared or used by more than one individual User unless explicitly permitted by the Company in writing. In such cases, the Company may provide a limited number of licenses (e.g., two) that can be shared among multiple Users as outlined in the Company's usage guidelines.

Licenses may also be reassigned to new Users replacing former Users who are no longer permitted to access the Software, provided that such reassignment is approved in writing by the Company.

The Customer represents, warrants, and covenants that they will use the Software only in compliance with the Company's standard published policies in effect and Applicable Laws. Furthermore, the Customer will not use, or permit the use of, the Software (including by uploading, emailing, posting, publishing, or otherwise transmitting any material) for any purpose that may:

(a) menace or harass any person, or cause damage or injury to any person or property;
(b) involve the publication of any material that is false, defamatory, harassing, or obscene;
(c) violate privacy rights or promote bigotry, racism, hatred, or harm;
(d) constitute unsolicited bulk e-mail, "junk mail," "spam," or chain letters;
(e) infringe upon intellectual property or other proprietary rights; or
(f) otherwise violate any Applicable Laws.

The Company reserves the right to remove or disable access to any material that violates these restrictions. The Company shall incur no liability to the Customer if such action is taken. Although the Company is under no obligation to monitor the Customer's use of the Software, it may do so and may prohibit any use of the Software that it believes may be (or is alleged to be) in violation of these terms.

Company Intellectual Property

The Company shall own and retain all rights, title, and interest in and to the following, including but not limited to:

(i) the Software, including all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how, and other trade secret rights, as well as any improvements, enhancements, or modifications thereto;
(ii) any software, applications, inventions, or other technology developed in connection with any professional services or support provided by the Company;
(iii) all suggestions, enhancement requests, Feedback, or recommendations provided by the Customer or its Users relating to the Software;
(iv) data that is based on, or derived from, the Data; and
(v) all intellectual property rights related to any of the foregoing.

Prohibited Uses

The Customer agrees not to engage in any of the following prohibited uses, including but not limited to:

(a) directly or indirectly license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Hardware or Software available to any third party;
(b) modify, create derivative works of, disassemble, reverse compile, or reverse engineer any part of the Hardware or Software, or access the Hardware or Software in order to build a similar or competitive product or service;
(c) copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Hardware or Software in any form or by any means, including electronic, mechanical, photocopying, or recording; or
(d) remove any proprietary notices or labels from the Hardware or Software.

Service Availability and Updates

The Company aims to maintain reliable access to the Solution, but interruptions may occur due to updates, maintenance, or technical issues. The Company will use commercially reasonable efforts to minimize disruptions and provide prior notice of scheduled updates when possible. If the Solution is unavailable for more than 72 consecutive hours, the Company may, at its sole discretion, discuss a fee adjustment for that billing period, determined case-by-case without setting a precedent.

The following are the full replacement costs for Hardware components. The Customer is liable for these amounts in case of loss, theft, or irreparable damage.

Termination

Upon termination of the Agreement, the Customer's obligations regarding hardware return and final billing are governed by the Newton Insights Access Agreement.

All Hardware items must be returned using an insured air shipment service, such as UPS or FedEx, to:

ATTN: Bryan Fields
120 Terminal Drive
Plainview, NY 11803

The Customer must obtain prior written approval from the Company before returning any Hardware and must follow the Company's provided shipping instructions. All return shipping costs for the Hardware will be the sole responsibility of the Customer.

Acknowledgment of Terms of Service and Data Use

By signing below, I confirm that I have read and agree to the Newton Insights Terms of Service, including the Data Use Policy. I understand that my use of the Solution is subject to these terms, and that the Company may use aggregated and anonymized data for benchmarking, performance analysis, and product improvement.

Name:____________________

Signature:____________________

____ I agree to the Terms of Service and Data Use Policy

The Signature section applies only when these Terms are executed as part of a formal agreement. For general website use, continued browsing constitutes acceptance of these Terms.

Last updated: May 8th 2025

We may update these Terms from time to time. Any changes will be posted on this page. Your continued use of the site after any changes constitutes acceptance of the revised Terms.