Newcase Terms & Conditions
These Terms and Conditions (“Terms”) govern your use of the services provided by newcase, Inc. (“Newcase”). By subscribing to, accessing, or using the Newcase Services, you (“Subscriber”) agree to be bound by these Terms. If you have executed a Sales Order with Newcase, the specific commercial terms in the Sales Order shall supplement these Terms.
If Subscriber is a natural person, Subscriber affirms that it is either more than eighteen (18) years of age or has reached the age of legal majority in Subscriber’s jurisdiction of residence, and, if Subscriber is a legal entity, that the natural person executing these Terms possesses the requisite authority to enter into these Terms on behalf of such legal entity. Subscriber further represents that it is not a competitor of Newcase nor does it represent, directly or indirectly, a competitor of Newcase.
Certain Definitions:
“Terms” means these Newcase Terms and Conditions together with any and all Sales Orders and other documents and agreements included or incorporated by reference.
“Artificial Intelligence” or “AI” means the computer systems that may leverage proprietary and third-party algorithms, rule-based reasoning, large language models, machine learning, and other techniques that are designed to mimic human intelligence and carry out tasks that historically have required human intelligence or capabilities.
“Authorized User” means an individual who is authorized by Subscriber and Newcase to access the Newcase Services.
“Confidential Information” means all business, technical, personal, legal, strategic and financial information, which a Party obtains from the other or learns from the other in connection with these Terms either directly or indirectly, in writing, orally, or by inspection or access to tangible objects or computer systems whether or not marked confidential, including, without limitation, customer/client data, claims/case data, personally identifiable information and nonpublic information regarding disclosing Party’s products, services, technology, finances, pricing, clients, prospects, employees, data sources, plans, marketing, legal affairs, compliance, ideas, inventions, research, contracts, opportunities, methods, techniques, procedures, know-how, and trade secrets, together with all information received by or on behalf of the disclosing Party from third parties which the disclosing Party is obligated to keep confidential. Confidential Information will not include any information that (a) was in the public domain at the time of disclosure; (b) became publicly available after disclosure without breach of these Terms; (c) was lawfully received from a third party without such restrictions; (d) was known by the receiving Party, its employees or agents without such restrictions prior to its receipt pursuant to these Terms; or (e) was independently developed without breach of these Terms .
“Data” means all of Subscriber’s and Subscriber’s Authorized User’s data and information, in any form or media, (i) submitted to the Newcase Services by Subscriber or Subscriber’s Authorized User or on Subscriber’s or Subscriber’s Authorized Users’ behalf, (ii) generated by the Newcase Services specifically in response to such data and information, or (iii) captured by the Newcase Services regarding data or information supplied by Subscriber or Subscriber’s Authorized Users.
“Disclosing Party” means the Party disclosing Confidential Information to the Receiving Party.
“Documentation” means user documentation, in all forms, relating to the Newcase Services.
“Newcase Service(s)” means the online, cloud-based platforms, and other subscription products and/or services provided by Newcase, as identified in a Sales Orders and made available to Subscriber by Newcase on a software-as-a-service basis via web pages designated by Newcase, all as modified from time to time in Newcase's discretion. If Subscriber is accessing a Newcase cloud-based product or service through online provisioning or an online registration or order process, then the "Newcase Services" are the Newcase cloud-based services Subscriber accesses through such means.
“Intellectual Property Rights” means, on a worldwide basis, any and all rights, title and interest in or relating to intellectual property, including: (i) all rights associated with works of authorship and literary property, including copyrights and moral rights of any author, software, website content, databases, data collections and rights therein; (ii) all trademarks, service marks, logos, trade dress, trade names (whether or not registered), and the goodwill associated therewith; (iii) all rights relating to know-how or trade secrets; (iv) all patents, designs, algorithms and other industrial proprietary rights; and (v) any other intellectual or industrial property rights, whether now or hereafter existing, and whether or not protected, filed, registered or recorded.
“Output” means content and/or data generated by the Newcase Services in response to Subscriber’s request.
“Professional Legal Services” means legal advice, analysis, judgment, advocacy, supervision, oversight, counsel, or other services involving the practice of law, as understood pursuant to the rules of professional legal ethics in all relevant jurisdictions.
“Receiving Party” means the Party receiving Confidential Information from the Disclosing Party.
“Sales Order” means the ordering documents for Subscriber’s purchases of any subscription plan to Newcase Services, which may detail, among other things, the number of Authorized Users authorized to use the Newcase Services under Subscriber’s subscription. Where a Sales Order is entered into directly with Newcase, in the event of a conflict between the terms of the Sales Order and these Terms, the Sales Order shall control.
“Term” means the applicable subscription term set forth in Subscriber’s Sales Order or in the Free Trial (for Free Trials Subscriber).
“Usage Limits” means the certain usage limits, such as on volumes, throughput, feature utilization, or other metrics, as may be specified on a Sales Order (e.g., a quantity of Credits, cases, or pages purchased).
Use of the Newcase Services
Subscription Grant. Subject to Subscriber’s compliance with the terms of these Terms (including, among other things, paying any fees owed to Newcase), Newcase hereby grants Subscriber a non-exclusive, non-transferable, worldwide, royalty-free, limited-term right and license to access and use the Newcase Services during the applicable Term, solely up to the Usage Limits, in accordance with the applicable Documentation. As identified in the applicable Sales Order and/or Free Trial (as defined below), Subscriber’s Authorized User can access the Newcase Services, as well, so long as: (i) they are accessing it on Subscriber’s behalf, and (ii) Subscriber agrees to be fully responsible for their actions under these Terms.
User Accounts. To use the Newcase Services, each Authorized User must create an individual account by authenticating through a supported third-party single sign-on method (the applicable login credentials and access tokens, collectively, “Credentials”). Accounts are personal to each Authorized User and may not be shared; Subscriber will not permit its Authorized Users to share accounts. Each Authorized User is responsible for maintaining the confidentiality of their Credentials and for all activity conducted through such Credentials. If Newcase reasonably believes an account is being shared or Subscriber has added Authorized Users beyond those specified in the applicable Sales Order, Subscriber will pay the applicable fees for such additional Authorized Users. Newcase will generally invoice such fees, payable within thirty (30) days, without waiving any collection rights.
Free Trial and Special Offers for Newcase Services.
If Subscriber registers for a free trial, promotional offer, or other type of limited offer for use of Newcase Services (“Free Trial”), Subscriber may be presented with additional terms and conditions when registering for a Free Trial, and any such additional terms and conditions are hereby incorporated into these Terms by reference and are legally binding. This Section 3.1 supersedes and applies notwithstanding any conflicting provisions with regard to access and use of a Free Trial. To the fullest extent permitted under applicable laws, Newcase reserves the right to reduce the term of a trial period or end it altogether without prior notice.
The version of the Newcase Services that is available for a Free Trial may not include or allow access to all features or functions. ANY DATA THAT A SUBSCRIBER ENTERS INTO THE NEWCASE SERVICES, AND ANY CONFIGURATIONS MADE BY OR FOR A CUSTOMER, DURING THE FREE TRIAL WILL BE PERMANENTLY LOST AT THE END OF THE TRIAL PERIOD UNLESS THE SUBSCRIBER: (a) PURCHASES A SUBSCRIPTION PLAN TO NEWCASE SERVICES THAT IS EQUIVALENT TO OR GREATER THAN THOSE COVERED BY THE FREE TRIAL; OR (b) EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.
Notwithstanding any other provision of these Terms, including without limitation the warranties described in Section 8 or any service-specific terms and conditions applicable to a particular Newcase Service, including exhibits and attachments accompanying such schedule (“Service Schedule”), during a Free Trial the Newcase Services are provided “AS IS” and “as available” without any warranty that may be set forth in these Terms, and NEWCASE DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NEWCASE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO SUBSCRIBER’S USE OF THE FREE TRIAL IS $100. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY THE MANDATORY APPLICABLE LAW.
Subscription Restrictions. Subscriber will not directly or indirectly: (i) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Newcase Services; (ii) attempt to probe, scan or test the vulnerability of the Newcase Services, breach the security or authentication measures of the Newcase Services without proper authorization or willfully render any part of the Newcase Services unusable; (iii) use or access the Newcase Services to develop a product or service that is competitive with Newcase’s products or services, or engage in competitive analysis or benchmarking; (iv) transfer, distribute, resell, lease, license, or assign the Newcase Services or otherwise offer the Newcase Services on a standalone basis; or (v) otherwise use the Newcase Services in violation of applicable law (including any export laws) or outside the scope expressly permitted hereunder and in the applicable Sales Order and/or Free Trial.
Subscriber’s Obligations. The Newcase Services are web-based and require an internet-connected device and a supported, up-to-date web browser; any required third-party software is not provided by Newcase and remains subject to its applicable license terms. Subscriber is responsible, at its expense, for providing such access for its Authorized Users and will ensure its and their use does not introduce viruses or other malicious code or disrupt the Newcase Services or any systems or equipment. Newcase is not responsible for loss or damage to Subscriber Data or other property, and Subscriber assumes all related risk.
Data Protection Agreement. To the extent Newcase processes Personal Data (as defined in the DPA, as incorporated herein) on Customer’s behalf, the Data Processing Addendum available here (the “DPA”) is hereby incorporated by reference and applies to such processing.
Protection of Subscriber’s Data. Newcase will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Subscriber’s Data; (ii) protect against threats or hazards to the security or integrity of Subscriber’s Data; and (iii) prevent unauthorized access to Subscriber’s Data. In furtherance of the foregoing, Newcase will maintain administrative, physical and technical safeguards to protect the security of Subscriber’s Data.
Security and Compliance. Newcase and Subscriber acknowledge and agree that security and compliance is a shared responsibility between Newcase and Subscriber. Subscriber assumes responsibility and management of its user accounts, permissions, Credentials, private API keys and/or tokens, shared links, and other Subscriber specific access controls or components. Subscriber acknowledges that its responsibility for security and compliance may vary depending on the Newcase Services used, the integration of those services into Subscriber's IT environment, integration with third party systems, and applicable laws and regulations.
Product Specifications. Subscriber acknowledges and agrees that the Newcase Services and its Output (including deliverables) may rely on, and in some cases be exclusively generated by, Artificial Intelligence, which by its nature, has known limitations that can result among other things in Output that (a) contains errors and misleading information, (b) is repetitive or formulaic, (c) features information that is out of context or does not make sense, (d) lacks appropriate empathy and emotion for its intended use, (e) reflects biases that are present in the training data, which can result in Output that is discriminatory or offensive, (f) reflects incorrect assumptions and bad judgment. Subscriber agrees that it is responsible for evaluating, and bearing all risks associated with, its use of the Newcase Services and Output.
Term and Termination.
Term.
Free Trial Subscribers. For Free Trial Subscribers, these Terms shall remain in effect for the Term included in the Free Trial.
Sales Order Subscriptions. For all other Subscribers, these Terms shall remain in effect for the Term specified in the applicable Sales Order unless terminated sooner in accordance with these Terms. If the applicable Sales Order is silent as to renewal terms, all subscriptions shall automatically renew for additional one (1) year renewal periods, unless either Party provides thirty (30) days' prior written notice to the other Party of its intent not to renew prior to the end of the then-current Term.
Payment Obligations. Failure by Subscriber to comply with any terms of these Terms shall not delay or modify the Term or any of Subscriber's payment obligations hereunder or under any Sales Order.
Termination. Either party can terminate these Terms (or any Sales Order) immediately upon written notice to the other party if the other party breaches any part of these Terms (or that Sales Order, as applicable), and fails to cure the breach within thirty (30) days of receiving notice of it. Termination of a Sales Order will not result in the automatic termination of these Terms or any other Sales Order. Termination of these Terms will result in the automatic termination of all outstanding Sales Order. Failure to pay amounts due to Newcase pursuant to Section 4 of these Terms will be considered a material breach.
Effects of Termination. Upon termination of these Terms, all licenses granted to Subscriber hereunder shall terminate and Subscriber’s and its Authorized Users shall immediately cease all use of the Newcase Services. Except as otherwise expressly set forth in these Terms, any early termination of these Terms does not cancel, suspend or terminate the obligation to pay fees for any outstanding invoices or fees for the remainder of the Term, and all fees paid in advance are non-refundable and Subscriber will not be entitled to a pro rata refund of any portion of such fees. Subscriber shall pay all outstanding invoices and balances due as of the termination date and all fees due for the remainder of the Term.
Data Backup. Newcase shall not be obligated to store any Data following the expiration or termination of these Terms by either Party. Upon written request, Newcase will provide to Subscriber a written certification of the deletion/destruction of Data. Newcase shall be permitted to retain copies of any Data for archival, legal and/or regulatory purposes. For the avoidance of doubt, Newcase may also continue to use data or information from Data as Anonymized Data (as defined in Section 7.3).
Surviving Provisions. Sections 3, 4, 6, 7, 8, 9 and 10 of these Terms and payment terms contained in the applicable Sales Order will survive any termination of these Terms, together with any remaining payment obligations owed by Subscriber to Newcase for Newcase Services and/or services under any schedules or addendums received prior to the effective date of expiration or termination.
Pricing and Payment Terms. All prices and terms set forth in the applicable Sales Order are to be regarded as Confidential Information of Newcase and are not to be disclosed to any third party without the prior express written consent of Newcase.
Subscriber will pay the fees set forth in each Sales Order in accordance with the payment schedule set forth therein, without deduction or setoff of any kind. Fees (a) are quoted and payable in U.S. Dollars, (b) reflect the amounts to be received by Newcase free and clear of any withholding that any jurisdiction might require Subscriber to withhold or other taxes that might be levied on payments to be made pursuant to these Terms, (c) are due in advance unless otherwise set forth on the applicable Sales Order, and (d) are non-cancelable, non-refundable, and non-proratable for partial months. Whether specified on a Sales Order or not, Subscriber will be responsible for paying any applicable sales, use, and value-added taxes
Overages. If Subscriber’s use of any Newcase Services exceeds the Usage Limits, such excess use will be deemed “Overage”. Customer will pay all Overage monthly in arrears at the per-credit, per-unit, or other overage rates set forth in the applicable Sales Order, or, if no such rate is specified, at a rate derived from the then-current fees and usage commitments in the applicable Sales Order.
Late Fees. Overdue invoices shall incur interest at the lesser of one and a half percent (1.5%) per month and/or the highest rate allowed under applicable law. Subscriber agrees to pay all costs of collection, including any reasonable attorneys’ fees, costs and expenses.
Disputes. Newcase must receive written notice of any disputed charges from Subscriber within five (5) days after the invoice date or Subscriber shall be deemed to have waived Subscriber’s right to dispute charges. Notwithstanding any dispute, Subscriber shall pay any undisputed amount of the invoice on or before the due date. Any dispute notice shall set forth in reasonable detail the information concerning the disputed charges. The Parties shall use best efforts to promptly resolve any disputed charges.
Suspension of Service and Acceleration. If any amount owed by Subscriber under this or any other agreement for any Newcase Services is ten (10) or more days overdue, Newcase may, without limiting its other rights and remedies, accelerate Subscriber’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and/or disable Subscriber’s and Subscriber's Authorized Users' Credentials and suspend Subscriber’s and Subscriber’s Authorized Users' access to any services, including the Newcase Services, until such amounts are paid in full.
Service Support
Technical Support. Subscriber will also have access to email-based technical support services during Newcase’s regular business hours, 7:00 a.m. to 6:00 p.m., Monday through Friday, U.S. Eastern Time (ET), excluding U.S. holidays.
Availability. Newcase will use commercially reasonable efforts consistent with prevailing industry standards to make the Newcase Services available at least ninety-nine point nine percent (99.9%) of the time as measured over the course of each calendar month during the Term, except for: (a) scheduled maintenance; (b) unplanned downtime; (c) any unavailability caused by circumstances beyond Newcase’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems, Internet or other cloud service provider failures or delays, or denial of service attacks, and (d) unavailability due to equipment or software not provided by Newcase (including any of Subscriber's equipment).
Confidentiality
Neither Party shall (i) disclose to any unaffiliated third party any Confidential Information; or (ii) use the Confidential Information for any purpose other than that indicated in these Terms without the Disclosing Party’s prior written approval. The Receiving Party agrees to maintain the confidentiality of the Confidential Information disclosed by the Disclosing Party, using the same degree of care that it uses to protect its own confidential information (but in no event less than a reasonable degree of care). The Receiving Party agrees to notify the Disclosing Party promptly of any unauthorized disclosure of Confidential Information and to assist the Disclosing Party in remedying any such unauthorized disclosure. The Receiving Party agrees that all persons having access to the Confidential Information under these Terms will abide by the obligations set forth in these Terms. Nothing in these Terms shall be construed to restrict the Parties from disclosing Confidential Information as required by law or court order or other governmental order or request, provided in each case the Party requested to make such disclosure shall timely inform the other Party and use all reasonable efforts to limit the disclosure and maintain the confidentiality of such Confidential Information to the extent possible. In addition, the Party required to make such disclosure shall permit the other Party to attempt to limit such disclosure by appropriate legal means.
All Confidential Information disclosed hereunder shall remain the sole property of the Disclosing Party and the Receiving Party shall have no interest in or rights with respect thereto except as expressly set forth in these Terms.
The Parties agree that unauthorized use or disclosure of Confidential Information would be a material breach of these Terms, may cause irreparable harm to Disclosing Party and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief seeking to restrain such use or disclosure without the necessity of posting any bond.
The provisions in this Section 6 shall survive for seven (7) years after termination of these Terms, except that with respect to any Confidential Information that constitutes a trade secret as defined under applicable law, the Receiving Party will continue to be bound by its obligations under this Section 6 for so long as such information continues to be eligible for trade secret protection under applicable law, but in no event for a period of less than the seven (7) year period specified immediately above.
Ownership; Feedback
Newcase Ownership. As between Newcase and Subscriber, Newcase retains all rights, title, and interest (including all Intellectual Property Rights and other rights) in and to the Newcase Services, and all equipment, infrastructure, websites, materials or deliverables provided to Subscriber by Newcase, including any updates of any of the foregoing, any intangible ideas, residual knowledge, concepts, know-how and techniques related to or learned from its performance and provision of the Newcase Services.
Subscriber does not acquire any other rights, express or implied, in the Newcase Services other than those rights expressly granted under these Terms.
Subscriber’s Data. Subscriber is solely responsible for all Data submitted by Subscriber. Subscriber represents and warrants that Subscriber has obtained all necessary and appropriate consents, approvals and rights to collect, process, use, store, and disclose such Data and allow Newcase to use, store, disclose and otherwise process such Data as contemplated herein, and has otherwise complied with all laws applicable to the collection, processing and disclosure of such Data. Newcase does not claim any ownership rights to any of Subscriber's Data, which is and shall continue to be the sole and exclusive property of Subscriber or Authorized Users, as applicable, subject to the limited rights granted to Newcase herein. Notwithstanding anything in these Terms to the contrary, Subscriber agrees that Newcase has the right to collect, analyze, and aggregate Subscriber’s Data, and other information relating to the performance of Newcase’s products and services, and may during and after the term hereof (i) use such data to improve Newcase’s products and services, and (ii) disclose non-privileged information from such data provided that it does not identify Subscriber or any client of Subscriber (“Anonymized Data”). For the avoidance of doubt, Newcase does not use Subscriber Data or Anonymized Data to train any machine learning or artificial intelligence models, and does not provide such data to third parties for model training. Newcase owns all rights, title, and interest in such Anonymized Data.
Feedback. If Subscriber elects to provide any feedback or comments to Newcase related to the Newcase Services (“Feedback”), all of Subscriber’s Feedback shall be the sole and exclusive property of Newcase, and Newcase shall have the right to use and disclose such Feedback in any manner and for any purpose in Newcase’s discretion without remuneration, compensation or attribution to Subscriber, provided that Newcase is under no obligation to use such Feedback.
Customer Lists. Notwithstanding anything herein to the contrary, Newcase may display Subscriber’s name and logo on its website and related marketing assets as a customer of Newcase.
Limited Warranty; Limitation of Liability
Limited Warranty. During the Term, Newcase warrants that the Newcase Services will function in substantial accordance with its written specifications and Documentation. In the event of a material breach of Newcase’s warranty set forth in this Section 8.1, Newcase agrees to use commercially reasonable efforts to remedy any such material breach and to cause the Newcase Services to function in substantial accordance with its specifications and Documentation. If Newcase notifies Subscriber that it is unable to remedy any material breach of this warranty, Subscriber or Newcase shall have the right to terminate the affected service and, upon such termination, Newcase will refund to Subscriber a pro rata portion of any fees Subscriber prepaid for the canceled service based on the remaining unused portion of the Term for the canceled service. For any breach of the warranty above, Subscriber’s sole and exclusive remedy shall be as provided in this Section 8.1.
No professional legal services. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE NEWCASE SERVICES, ITS OUTPUT (INCLUDING ANY DELIVERABLES), AND THE PROFESSIONAL SERVICES DO NOT CONSTITUTE “PROFESSIONAL LEGAL SERVICES” AS DEFINED HEREIN OR OTHERWISE SERVE AS A SUBSTITUTE FOR THE PRACTICE OF LAW, AND ARE INTENDED ONLY TO BE USED WITH THE OVERSIGHT OF LEGAL PROFESSIONALS WHO ARE QUALIFIED TO PROVIDE PROFESSIONAL LEGAL SERVICES IN THE RELEVANT JURISDICTION. IT IS SUBSCRIBER’S EXCLUSIVE RESPONSIBILITY TO OVERSEE THE NEWCASE SERVICES, REVIEW OUTPUT FOR ACCURACY AND COMPLETENESS, AND CONFORM THEM TO ANY EVENTUAL USE IN CONNECTION WITH ANY PROFESSIONAL LEGAL SERVICES.
Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN These Terms, THE NEWCASE SERVICES, ALL DATA, OUTPUT, CONTENT AND INFORMATION PROVIDED THROUGH THE NEWCASE SERVICES AND SERVICES PROVIDED HEREUNDER (INCLUDING ANY SERVICES PROVIDED UNDER ANY SCHEDULES OR ADDENDUMS TO THE TERMS) ARE PROVIDED “AS IS”, “AS-AVAILABLE”, WITH ALL FAULTS, AND NEWCASE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NEWCASE OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN These Terms, SUBSCRIBER’S USE OF THE NEWCASE SERVICES IS ENTIRELY AT SUBSCRIBER’S OWN RISK AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH SUBSCRIBER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO SUBSCRIBER. NEWCASE IS NOT A LAW FIRM OR LEGAL SERVICES PROVIDER, AND DOES NOT AND CANNOT PROVIDE ANY LEGAL ADVICE, EXPLANATION, OPINION OR OTHER RECOMMENDATION.
Limitation of Liability; Independent Allocation of Risk. EXCEPT TO THE EXTENT THE FOLLOWING LIMITATION OF LIABILITY IS PROHIBITED BY LAW, NEWCASE’S, AND ITS EMPLOYEES’, OFFICERS’, DIRECTORS’, STOCKHOLDERS’, AGENTS’, SUCCESSORS’, ASSIGNS’, AFFILIATES’, CONSULTANTS’ AND SUPPLIERS’ (COLLECTIVELY, THE “NEWCASE ENTITIES”) TOTAL LIABILITY TO SUBSCRIBER SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY SUBSCRIBER UP TO A MAXIMUM AMOUNT OF THE FEES PAID BY SUBSCRIBER TO NEWCASE UNDER These Terms IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED THAT, REGARDLESS OF ANY STATUTE OR LAW, NO CLAIM OR CAUSE OF ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH These Terms MAY BE BROUGHT BY SUBSCRIBER MORE THAN TWELVE (12) MONTHS AFTER THE FACTS GIVING RISE TO THE CAUSE OF ACTION HAVE OCCURRED, REGARDLESS OF WHETHER THOSE FACTS BY THAT TIME ARE KNOWN TO, OR REASONABLY OUGHT TO HAVE BEEN DISCOVERED BY SUBSCRIBER; FURTHERMORE, NO NEWCASE ENTITY NOR ANY OF ITS LICENSORS SHALL BE LIABLE TO SUBSCRIBER FOR SERVICES PERFORMED BY AN IMPLEMENTATIONS PARTNER, PERSONAL INJURY, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL OR LOST PROFITS), UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO These Terms (INCLUSIVE OF ANY SCHEDULES AND/OR ADDENDUMS HEREUNDER), EVEN IF NEWCASE HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO SUBSCRIBER. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 8.3 AND IN THE OTHER PROVISIONS OF These Terms AND THE ALLOCATION OF RISK HEREIN ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH NEWCASE WOULD NOT HAVE ENTERED INTO These Terms. EACH PROVISION OF These Terms THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF These Terms BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY NEWCASE TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF These Terms. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN These Terms.
Indemnity
Subscriber’s Indemnity Obligations. Subscriber agrees to indemnify, defend and hold harmless the Newcase Entities from and against any and all losses, claims, costs, demands, damages, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, liabilities or expenses of whatever kind, including, but not limited to, reasonable attorneys’ fees and costs (“Losses”) arising from any third party suits, actions, claims, or proceedings (“Claims”): (i) alleging that Newcase's use of Subscriber's Data (including Personal Information) infringes, misappropriates or violates a third party’s Intellectual Property Rights, privacy rights or other rights; (ii) resulting from Subscriber’s or Subscriber’s Authorized User’s use of the Newcase Services; (iii) resulting from Subscriber’s or Subscriber’s Authorized Users’, employees’ or agents’ breach of or failure to comply with or fulfill any term, condition, representation, or covenant under these Terms; or (iv) any failure by Subscriber or its employees, agents or Authorized Users to comply with any applicable federal, state or local laws, regulations or codes applicable to Subscriber’s obligations under these Terms or use of the Newcase Services.
Newcase’s Indemnity Obligations. Newcase will defend and indemnify Subscriber from any Claim initiated by a third-party alleging that Subscriber’s authorized use of the Newcase Services infringes any U.S. patent of which Newcase is aware, or any third-party copyright or trade secret right. Newcase has no obligation to the extent a Claim arises from: (i) any matter for which Subscriber must indemnify Newcase under Section 9.1; (ii) use of the Newcase Services in combination with software or services not provided by Newcase where the Services would not be infringing but for such combination; (iii) use under a trial or evaluation subscription; or (iv) use of any AI-generated output. Subscriber must promptly notify Newcase of any Claim and grant Newcase sole control of the defense and settlement, with Subscriber providing reasonable assistance at Newcase’s expense. If the Newcase Services become, or in Newcase’s reasonable opinion are likely to become, subject to a Claim, Newcase may, at its option and expense: (a) obtain the right for Subscriber to continue using the Services; (b) replace or modify the Services to be non-infringing; or (c) terminate these Terms on thirty (30) days’ notice and refund any prepaid subscription fees for the unused remainder of the Term.
Exclusive Remedy. This Section 9 states the indemnifying Party’s sole liability to, and the indemnified party’s exclusive remedy against, the other Party for any type of Claim described in this Section 9.
General Terms
Governing Law; Dispute Resolution; Agreement to Arbitrate. Except as otherwise provided, the validity, interpretation, enforceability, and performance of these Terms will be governed by and construed in accordance with the law of the State of New York, without giving effect to its law regarding the conflict of laws. Except in circumstances where a Party seeks equitable remedies (including injunctive relief), before commencing any court proceedings, if any disputes arise under these Terms the Parties will negotiate in good faith to resolve the dispute and if the dispute has not been resolved within thirty (30) days, the dispute will be referred to arbitration. The arbitration will be administered by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, and determined by one (1) or more arbitrators appointed in accordance with said Rules, with any hearings to be held in New York, New York. Each Party irrevocably and unconditionally consents to the jurisdiction of any such proceeding and waives any objection that it may have to personal jurisdiction or the laying of venue of any such proceeding. The JAMS panel will have the authority to award all appropriate relief; provided, however, that such JAMS panel will not be authorized to award punitive damages. Any award of the JAMS panel will be final and binding on the Parties. The Parties agree that the decision of the arbitrator will be enforceable in any court of competent jurisdiction.
Class Action Waiver. THE PARTIES AGREE THAT, EXCEPT AS PROVIDED HEREIN, ANY AND ALL CLAIMS OR DISPUTES, OF ANY NATURE, INCLUDING TORT AND STATUTORY CLAIMS, IN ANY WAY RELATED TO OR CONCERNING These Terms, PRIVACY OR DATA SECURITY PRACTICES, THE SERVICES, INCLUDING ANY BILLING DISPUTES, WILL BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. These Terms DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MUST FOLLOW THE TERMS OF These Terms AND CAN AWARD, ON AN INDIVIDUAL BASIS, THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEYS’ FEES).
Severability and Waiver. If any provision of these Terms is held to be illegal, invalid, or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the Parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from these Terms, while the remainder of these Terms will continue in full force and effect. The waiver by either Party of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach.
Assignment. Subscriber may not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, these Terms or any rights or obligations under these Terms without the prior written consent of Newcase which may be withheld at Newcase’s discretion. Any purported assignment, transfer or delegation by Subscriber shall be null and void. Newcase shall have the right to assign these Terms without Subscriber’s consent and without prior notice to Subscriber. Subject to the foregoing, these Terms shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
Notice. Any notice in connection with these Terms shall be given in writing and must be: (i) hand delivered; (ii) sent via first class registered mail, postage prepaid; (iii) sent by an internationally recognized overnight air courier, postage prepaid, or (iv) by electronic mail, in the case of notices to Subscriber, to the electronic mail address provided by Subscriber and, in the case of notices to Newcase, to info@newcase.ai. Notices will be considered to have been given at the time of actual delivery in the case of hand delivery, two (2) business days after depositing in the mail as set forth above or one (1) day after delivery to the overnight courier, or immediately upon delivery by electronic mail. Notices sent to Subscriber shall be sent to its address as set forth on the first page of the Sales Order, to the electronic mail address set forth on the first page of the Sales Order, or to such physical or electronic mail address as subsequently modified by written notice given in accordance with this Section 10.5. Notices given to Newcase must be served on Newcase’s then-current registered agent for service of process in Delaware (as reflected in the Delaware Division of Corporations records), with a copy emailed to info@newcase.ai.
Legal Compliance; Export Administration; and Government Users. By accepting these Terms Subscriber represents and warrants that Subscriber and Subscriber’s Authorized Users (i) are not located in a jurisdiction that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and will not use the Newcase Service in such jurisdictions; (ii) are not listed on any U.S. government list of prohibited or restricted parties; and (iii) will comply fully with all relevant export laws and regulations of the United States, including, without limitation, the U.S. Export Administration Regulations (collectively “Export Controls”). If Subscriber is an agency or instrumentality of the United States Government, the Newcase Service and the software accessed there through constitutes “commercial computer software” and the Documentation constitutes “commercial computer software documentation”, and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, the use, reproduction, and disclosure of the Newcase Service, the software accessed there through and Documentation are governed by the terms of these Terms.
Injunctive Relief. Subscriber acknowledges and agrees that a breach or threatened breach of any covenant contained in these Terms would cause irreparable injury, that money damages would be an inadequate remedy and that Newcase shall be entitled to seek temporary and permanent injunctive relief, without the posting of any bond or other security, to restrain Subscriber, from such breach or threatened breach. Nothing in this Section 10.7 shall be construed as preventing Newcase from pursuing any and all remedies available to it, including the recovery of money damages from Subscriber.
Independent Contractor. The Parties are independent contractors, and nothing in these Terms creates any partnership, joint venture, agency, employment, or similar relationship. Neither Party has authority to bind or act on behalf of the other or to create any obligation or liability for the other Party.
Force Majeure. Neither Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for any obligations to make payments to the other Party hereunder), when and to the extent caused by a condition (for example, natural disaster, health pandemic, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the Party's reasonable control.
Third-Party Beneficiary. These Terms is for the sole benefit of the Parties hereto and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms, except as expressly provided herein.
Modifications. Newcase may modify these Terms from time to time by updating the “Last Updated” date. Changes become effective upon posting or on a later date specified in the updated Agreement. Subscriber is responsible for reviewing the Agreement periodically. Continued use of the Newcase Services after changes become effective constitutes acceptance of the revised Agreement.
Entire Agreement. These Terms, together with any applicable Sales Order constitute the complete and exclusive agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, communications, and documents, including purchase orders or proposals, unless expressly agreed to in writing by both Parties. In the event of any conflict, the terms of these Terms shall prevail.
Last updated: February 4, 2026