Privacy Policy Data Processing Addendum Acceptable Use Policy Subprocessors

Newtown Platform — Terms of Service

Effective date: 2026-10-13 Last updated: 2026-10-13 Version: 1.3

These Terms of Service (the "Terms") are a binding agreement between Newtown Analytics LLC, a New York limited liability company ("Newtown," "we," "us"), and the entity that subscribes to the Newtown Platform ("Customer," "you").

By checking the acceptance box at signup you agree to these Terms. If you are accepting on behalf of an organization, you represent that you are at least 18 and have authority to bind it, and "you" means that organization. Payment of a Newtown invoice, or continued use of the Service after notice of these Terms, ratifies them.

You also consent to transact and receive notices electronically. See *Electronic Records and Notices* in Section 26.

If you do not agree, do not use the Service.

1. Definitions

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means more than 50% of voting interests.

"AI Client" means a third-party AI product you connect to the MCP endpoint — for example Anthropic's Claude or OpenAI's ChatGPT.

"Authorized User" means an individual who accesses the Service through your Workspace, whether you invited them, they were admitted by the domain-membership behavior described in Section 3.2, or they hold one of your access tokens.

"Customer Data" means all data and content originating from your systems or your Data Sources that is ingested into, processed by, stored in, or produced by the Service on your behalf — including raw source tables, transformed models, metric definitions, and business context you supply.

"Data Source" means a third-party system you authorize the Service to read from.

"Documentation" means the product documentation and in-product descriptions of the Service. It does not include the Pricing Page, which is treated separately.

"MCP" means the Model Context Protocol, the interface over which the Service serves your data models to an AI Client.

"Newtown-Managed Transformation" means the arrangement described in Section 5.4, under which Newtown builds and maintains your data model inside a Bring-Your-Own Warehouse, writing into the Target Schemas on a recurring schedule.

"Notice Address" means the email address you designate in the Service, or in writing to us, as your notice and billing contact. See Section 3.5.

"Order Form" means a written or electronic ordering document signed or accepted by both parties that identifies the plan, fees, term, and any negotiated terms. The signup screen and its accompanying Pricing Page terms constitute an Order Form for self-serve subscriptions.

"Output" means answers, numbers, SQL, charts, model code, documentation, glossary entries, proposed metric definitions, and other material the Service generates.

"Pricing Page" means the page or screen stating fees, plans, and included limits, as presented to you at signup or in your Order Form.

"Service" means the Newtown Platform, including the customer web application, the MCP endpoint, the onboarding interview, ingestion and transformation pipelines, the generated dbt project and its documentation, and related tooling and support. The Service is provided at the hostnames we designate from time to time and identify in the Documentation.

"Target Schemas" means the fixed set of datasets or schemas inside a Bring-Your-Own Warehouse that Newtown writes into under Newtown-Managed Transformation, created by a setup script you run and identified in the Documentation.

"Warehouse" means the cloud data warehouse holding Customer Data: either a Google Cloud project and BigQuery dataset that Newtown provisions and operates (a "Newtown-Provisioned Warehouse"), or a warehouse you own and connect (a "Bring-Your-Own Warehouse"). A Bring-Your-Own Warehouse may currently be Google BigQuery or Snowflake.

"Workspace" means the tenant created for your organization.

2. The Service

The Service connects your Data Sources to a Warehouse, builds and maintains a dbt project that transforms the raw data into governed models and metric definitions, and serves those models to your AI Client over MCP so your team can ask questions in natural language.

What we do. Depending on your plan: provision a Warehouse, configure ingestion, run an onboarding interview grounded in your own data, generate and maintain a dbt project, publish that project to a private code repository, run scheduled builds, and operate the MCP endpoint.

How changes to your data models ship. Our automated agents propose changes to your data models as pull requests against your repository. You authorize Newtown to review and merge those pull requests, by a person or automatically, as part of the Service. Automated merging is governed by a graduation rule: a class of change becomes eligible only after a configured number of consecutive clean outcomes for that class, a single failure resets the count, and only changes arriving *after* their class has graduated are eligible — so the changes that earned the streak are never themselves merged automatically.

We review generated changes as a matter of practice, and that practice is not a term of these Terms. Nothing here requires a person to review a change before it ships, and you should not rely on one having done so. Whether a change is merged by a person or automatically, it is Output: Section 6.3 (*Output may be wrong*) and Section 7 (*No professional advice; your duty to verify*) apply to it in full. Review is an operating practice rather than a technically enforced control — branch protection is not enabled on Workspace repositories, and continuous-integration lint is not a required status check.

What the Service is not. It is not a business intelligence tool, an accounting system, a system of record, or a backup service. Your source systems remain your systems of record.

Changes. We may modify, add, or discontinue features. We will not make a change that materially degrades the core function of the Service during a paid month without notice to your Notice Address; if we do, you may terminate under Section 15.3 and receive a pro-rata refund of prepaid, unused fees.

Affiliates. Your Affiliates may use the Service through your Workspace, and you are responsible for their use. Because Workspaces are keyed to an email domain (Section 3.2), an Affiliate on a different email domain requires its own Workspace and its own subscription unless your Order Form says otherwise.

3. Accounts, Users, and Workspaces

3.1 Signing up

Access is invite-gated. To create a Workspace you redeem a valid invite code and sign in with Google using a work email address. We screen the address against a list of known consumer and disposable email domains and reject matches; that list is not exhaustive, and the invite requirement rather than the list is the actual gate. Invite codes are single-use. Codes we issue expire 14 days after issuance; a small number of codes issued earlier in the product's life carry no expiry, and we will revoke any of those on request. Do not create a Workspace using an email domain you do not control.

3.2 How Workspace membership works — read this one carefully

Workspaces are keyed to your organization's email domain.

Once a Workspace is associated with yourcompany.com, any person who signs in with a verified yourcompany.com Google account is admitted to that Workspace automatically — without a further invite code and without your per-user approval. They can reach the Workspace's dashboard, its dbt documentation, and, over MCP, its data. The Service does not currently offer per-user invitation, roles, or permissions inside a Workspace.

A Workspace created through self-serve signup is associated with your domain from the moment it is created. A Workspace we set up for you directly is associated with your domain when we enable machine access over OAuth for it, and behaves identically from that point on.

Two consequences you should weigh before you sign up:

  1. Your control point is your identity provider, and only if you operate one. If your domain is managed on Google Workspace, suspending a person's account removes their access. If your domain is not managed on Google Workspace, anyone able to receive mail at an address on your domain can create a Google account for it and join your Workspace, and there is no revocation point. Do not put an unmanaged domain on the Service.
  2. This is not a suitable arrangement for a firm holding multiple clients' data in one Workspace. If you are a fractional CFO firm, an outsourced accounting practice, or an agency, contact us before you sign up — a multi-client plan exists and a single-company self-serve Workspace is not it.

On written request we will disable automatic domain membership for your Workspace and operate an allow-list of named addresses instead. Ask us at legal@newtowndata.io and we will confirm in writing when it is in place.

You will keep your domain's mailbox hygiene current and promptly remove or suspend the accounts of people who leave your organization.

3.3 Credentials and access tokens

You are responsible for all activity under your Workspace and by your Authorized Users.

The MCP endpoint can be reached two ways: over OAuth 2.1 with PKCE, which we recommend; and over a per-Workspace access token embedded in a URL path. Treat that URL as a password. Anyone holding it can query your models, and through them incur query costs in your Warehouse.

Because that token travels in a URL path, it appears in ordinary places URLs appear — our server request logs, your AI Client's configuration, browser history, and anywhere you paste it. Do not put it in shared documents, tickets, screenshots, or repositories. Tell us at security@newtowndata.io if you believe it has been exposed and we will rotate it. Prefer OAuth where your AI Client supports it.

Section 14.10 and Section 22.3 allocate the cost of query volume, including volume caused by a token in the wrong hands. Read them together with this Section.

3.4 Newtown personnel access

Staff access to your Workspace's content is controlled by you. For a Workspace created after staff access controls were introduced, Newtown staff access to the Workspace's content is off by default. From the console you can turn it on, turn it off, or turn it on for a limited period of 1 hour, 24 hours, or 7 days, after which it switches off again. A Workspace that existed before then has access on; you may switch it off in the same way. While access is on, each access by Newtown staff to the Workspace's content is logged, and you can see that log in the console. Access we do exercise is limited to personnel who need it and is subject to Section 17 (Confidentiality) and the Data Processing Addendum.

What the setting does not cover. These continue regardless of the setting:

(a) automated platform operations that run without a person looking at your content — nightly dbt builds, nightly modeling and surveying agent runs (see Section 6.1), connector health checks, and dormancy and billing notices;

(b) operational, billing, and provisioning metadata that contains no Workspace content — such as your Workspace name, plan, status, usage, and health; and

(c) access reasonably necessary to protect the security or integrity of the Service or to comply with law.

What the setting does not control. Infrastructure-level administrators of Newtown's own cloud environment can technically reach data stored in that environment, including in a Newtown-Provisioned Warehouse and in our control-plane database and object storage. That access is not governed by the console setting. It is governed by contractual confidentiality obligations, our internal access controls, and our cloud provider's audit logs, which are not exposed to you.

3.5 Your obligations

You will: designate and keep current a Notice Address and a billing contact; ensure your Authorized Users comply with these Terms and the Acceptable Use Policy; provide accurate business context when asked; and cooperate reasonably with support. Notices we send to your Notice Address are effective whether or not you monitor it.

4. Customer Data and Data Sources

4.1 Your authority

You represent and warrant that you have the right to connect each Data Source, to have its data ingested and processed by the Service, and to grant the licence in Section 4.3 — including any consents, notices, and authorizations required from your customers, employees, and third parties, and that doing so breaches no agreement you have with the source provider.

4.2 Source credentials

Sources connected through our ingestion provider: you enter your credentials directly into that provider's own authorization window. Those credentials never pass through Newtown's systems and we never hold them.

Sources we support directly: for a small number of sources — currently Stripe — you supply a restricted-scope key to us. We require a restricted key, reject full secret keys, and check that the key can read what the loader needs; we do not independently enumerate the key's write permissions, so it is your responsibility to issue the key with read-only scopes. We store it in Google Secret Manager, read it server-side only to run the loader, and never write it to a database, a log line, or an API response.

4.3 Licence to us

You grant Newtown a non-exclusive, worldwide licence to host, copy, transmit, transform, display, and otherwise process Customer Data solely to provide, secure, support, and improve the Service for you, and as permitted by Section 18.3. As between the parties, you own Customer Data. We claim no ownership in it.

4.4 Data restrictions

Absolutely prohibited. Do not connect a Data Source or submit content containing:

Permitted only where it arrives through a standard source connector. Financial account and routing numbers, government-issued identification numbers, biometric identifiers, precise geolocation, and cardholder data commonly appear in accounting, payroll, banking, and payment connectors. You may connect those sources. Notify us before connecting a payroll or bank-feed source so we can agree column-level exclusions at ingestion where you want them. Do not upload such data outside a connector, and do not use the Service as a store for it.

No compliance posture is asserted. The Service has not been assessed against HIPAA, PCI DSS, GLBA and the FTC Safeguards Rule, FedRAMP, CJIS, or IRS Publication 4557. Newtown is not a consumer reporting agency and Output is not a consumer report. If a category of your data requires a specific compliance posture, raise it before you connect it and we will tell you honestly whether we can meet it.

These restrictions are contractual. The Service applies no technical control that detects or blocks prohibited data, and the connector catalogue we offer is not restricted by category.

4.5 Personal data in raw tables

Standard source connectors routinely land personal data — names, email addresses, billing addresses, transaction histories — in raw tables. That is expected and is part of how the Service works. See the Data Processing Addendum for how we handle it.

4.6 Two behaviors you should know about

Before your first dbt build completes, the Service serves a raw connector dataset to your AI Client directly, rather than governed models. Those are the tables carrying the most personal data, and they carry none of the modeling that makes answers reliable.

Where several sources are connected but no build has run, only one of them is visible. Answers in that window can silently omit whole systems. Treat pre-build answers as exploratory only.

5. Warehouses

5.1 Newtown-Provisioned Warehouse

We create and administer a dedicated Google Cloud project holding your BigQuery datasets. Newtown, not you, is Google's customer for that project, and Newtown pays Google for it. You have no independent contractual relationship with Google in respect of that project and no right to administer, transfer, or take ownership of it.

Per-query controls apply: a query estimated to scan more than a set byte ceiling is refused before it runs; results are capped at a set row count, above which they are truncated and flagged as truncated; and execution is subject to a timeout. A daily bytes-billed quota is configured on each provisioned project as a cost ceiling. Current values are in the Documentation.

These are cost controls, not guarantees. The per-query byte ceiling is enforced before execution. The project-level daily quota is applied on a best-effort basis and we have not verified that it refuses a query at the limit. Nothing in the Service limits the *number* of queries you or your AI Client may run.

5.2 Bring-Your-Own Warehouse

You may connect a warehouse you own — currently Google BigQuery or Snowflake. You remain solely responsible for it: its configuration, its location, its access controls, its availability, its backups, and all costs it incurs, including storage, compute, and query costs generated by the Service, by transformation builds Newtown runs under Section 5.4, by your AI Client, or by anyone holding your access token. The per-query and quota controls in Section 5.1 apply to a Newtown-Provisioned Warehouse and may not apply to yours; the controls that do apply to yours are described in the Documentation and in Section 5.4(c).

You grant Newtown access by running setup scripts we provide, under credentials and roles you create in your own warehouse and may revoke at any time. Revoking them stops the Service from functioning and takes nothing away from you.

5.3 Ingestion costs

Where you hold the contract with the ingestion provider, you pay that provider directly and are responsible for volume-based charges, including charges arising from high-cardinality tables and from re-syncs. Where Newtown resells ingestion, it appears as a separate metered line item priced as stated on the Pricing Page or your Order Form. Ingestion charges are never included in the flat platform fee unless your Order Form says so expressly.

5.4 Newtown-Managed Transformation in Your Warehouse

If your plan includes Newtown-Managed Transformation, Newtown builds and maintains your data model inside your own warehouse. This section applies in addition to Section 5.2, and applies only if you have selected that arrangement.

(a) What you authorize. You run a setup script that creates a dedicated write identity for Newtown — separate from the read identity that answers your questions — and creates the Target Schemas. You authorize Newtown to create, alter and delete datasets, schemas, tables and views in your warehouse as necessary to build, maintain, validate and document your data model, including target and staging schemas, per-package schemas, and temporary schemas used to validate a proposed change before it ships. The scope of that authority is set by the grants the setup script makes and by any you make afterwards; Newtown may ask you to widen them as the Service changes, and you may narrow or revoke them at any time.

Newtown does not ask for administrative rights over your warehouse as a whole, and does not ask for the ability to read data outside the schemas you have granted it to read.

(b) What we do in them. Newtown creates, replaces, and deletes tables, views and schemas in the course of building and maintaining your data model. It does so on a recurring schedule (currently daily) that you do not individually trigger, and on builds you start yourself from the application. Newtown does not alter your source data, and does not use its write access to modify or delete objects in your warehouse that are unrelated to the Service.

(c) Compute is yours. These builds run on your warehouse and are billed to you by your warehouse provider; Section 14.10 applies. Where your warehouse prices by bytes scanned, Newtown estimates a build's cost before running it and refuses the build if the estimate exceeds a configured ceiling. Where your warehouse prices by compute time, no equivalent pre-execution estimate exists and that control is a sizing recommendation rather than a refusal. Newtown does not guarantee that any build will complete within a given cost.

(d) Output. Tables Newtown writes into the Target Schemas are Customer Data and are yours. Section 6.3 (*Output may be wrong*) and Section 7 (*No professional advice; your duty to verify*) apply to them exactly as they apply to query results — a modeled table is Output, and the fact that it is durable rather than returned once does not make it verified.

(e) Revocation. You may revoke the write identity at any time, from your own warehouse, without notice to us. Doing so stops builds and leaves everything already written in place.

6. AI Features, and the Limits of Output

6.1 How AI is used

(a) Newtown's own AI processing. Our modeling agents call a third-party large language model provider (currently Anthropic) to survey gaps in your data, plan model changes, and write dbt code. These agents run on request and on a nightly schedule for every active Workspace (the nightly modeling and surveying runs); they are not only invoked by Newtown personnel, and they run whatever your staff-access setting under Section 3.4. What we send can include your business context, warehouse schema, table and column names, metric definitions, dbt model source, change-request text, and — for questions asked through your AI Client — that query's SQL text, which can contain literal values. We do not send or store row values from your tables to the model unless you have enabled "Sample values when profiling" for that table; it is off by default for all Workspaces. Where you enable it, sampled values from low-cardinality columns and a small number of example join-key values can be stored in your Workspace's context and appear in prompts. Daily token limits apply per Workspace.

The serving path — the MCP endpoint that answers your questions — calls no language model at all. The inference happens in your AI Client.

(b) Your AI Client. When you connect Claude, ChatGPT, or another AI Client, query results travel from the Service to that provider under your own account and your own agreement with them. Newtown is not a party to that relationship, does not control it, and is not responsible for what that provider does with the data. Review its retention and model-training terms before connecting a Workspace holding sensitive records.

6.2 No training on your data

Newtown does not train, fine-tune, or otherwise develop machine-learning models on Customer Data, and does not permit our AI provider to do so on our behalf. What your own AI Client provider does is between you and them.

6.3 Output may be wrong

Output is generated by statistical systems operating over data we did not create. It can be incomplete, out of date, or wrong.

The Service is built to be candid about this: answers carry a confidence band computed from the query plan rather than from the model's own assessment, and the Service refuses questions it cannot answer from governed models rather than guessing. Those mechanisms reduce error; they do not eliminate it. Specifically:

6.4 Query execution

The Service exposes a guarded SQL escape hatch. Queries you or your AI Client run execute against your Warehouse and consume its resources. You are responsible for the resulting cost and for the consequences of any query you cause to run.

7. NO PROFESSIONAL ADVICE; YOUR DUTY TO VERIFY

THIS SECTION IS THE MOST IMPORTANT TERM IN THIS AGREEMENT. PLEASE READ IT.

OUTPUT IS NOT ACCOUNTING, AUDIT, TAX, LEGAL, INVESTMENT, VALUATION, OR OTHER PROFESSIONAL ADVICE. NEWTOWN IS NOT YOUR ACCOUNTANT, AUDITOR, TAX PREPARER, OR FINANCIAL ADVISER, AND NO FIDUCIARY OR PROFESSIONAL RELATIONSHIP ARISES FROM THESE TERMS.

YOU MUST INDEPENDENTLY VERIFY ANY OUTPUT AGAINST YOUR SOURCE SYSTEMS BEFORE RELYING ON IT, and in particular before using it for: financial statements or reporting; tax filings; statutory, regulatory, or securities filings; audit or assurance work; board, lender, or investor reporting; a valuation or a transaction; or any advice you give a client of your own.

YOU WILL NOT USE OUTPUT AS A BASIS FOR A DECISION ABOUT AN INDIVIDUAL'S employment, credit, insurance, housing, or eligibility for a benefit, and you will not use the Service or Output for any purpose regulated by the Fair Credit Reporting Act.

YOU ARE SOLELY RESPONSIBLE FOR DECISIONS YOU MAKE, AND FOR ADVICE YOU GIVE, ON THE BASIS OF OUTPUT.

8. Generated Code and Repositories

We generate a dbt project for you and publish it to a private repository in Newtown's code-hosting organization, which Newtown administers.

You own the generated dbt project as it applies to your data. We assign to you all right, title, and interest in the project-specific SQL, model definitions, tests, documentation, and metric definitions generated for your Workspace, subject to Section 18.1, and you grant us a licence to use those artifacts to operate, support, and improve the Service for you. On request during your subscription, and during the export window in Section 16.1, we will provide a copy of the repository. You will not offer those artifacts as a product or service to third parties.

We retain ownership of the generators, templates, style guides, packages, prompts, scaffolding, and reusable patterns used to produce it, and of anything of general application. Third-party dbt packages and other open-source components remain subject to their own licences; we will provide an attribution list on request.

Repositories are not branch-protected, and they live in Newtown's organization under Newtown's administration. If that is unacceptable for your governance posture, tell us before you subscribe.

9. Third Parties You Choose

You choose your Data Sources and your AI Client. We are not responsible for their acts, omissions, availability, security, pricing, or terms, and an outage, breach, price change, or discontinuation at one of them may degrade the Service.

Newtown's own subcontractors and subprocessors are a different matter: we remain responsible for them as set out in Section 26 (Subcontractors) and Section 5 of the Data Processing Addendum, in each case subject to Section 22 (Limitation of Liability). The current list is in the subprocessor annex to that addendum.

10. Acceptable Use

Your use of the Service is subject to the Acceptable Use Policy, incorporated into these Terms. You are responsible for your Authorized Users' compliance with it. We may suspend access under Section 15.4 for a violation.

11. Beta Features

We may make features available that are labeled beta, preview, early access, or similar ("Beta Features"). Beta Features are optional, are provided as is and without any warranty, indemnity, support commitment, or service level, are excluded from Sections 20.2 and 21.2, may change or be withdrawn at any time, and may never become generally available. Do not use a Beta Feature for anything you cannot afford to have go wrong. Your feedback on a Beta Feature is governed by Section 18.4.

12. Support

Support is provided by email to support@newtowndata.io, Monday to Friday, 9:00 a.m. to 6:00 p.m. Eastern, excluding U.S. federal holidays. We target a first response within one business day. That is a target, not a commitment, and it carries no credits or remedies. Support covers the Service; it does not cover your Data Sources, your AI Client, or a Bring-Your-Own Warehouse.

Escalation: support@newtowndata.io, then legal@newtowndata.io. If your Order Form names an escalation contact, that governs.

13. Free Trial

If we offer you a trial, then unless your Order Form says otherwise:

If you cancel or do not convert, we may suspend and then delete the Workspace and any Warehouse we provisioned. The 30-day export window in Section 16.1 does not apply to an unconverted trial; ask us before the trial ends if you want your artifacts.

Trials are provided as is and are excluded from Sections 20.2 and 12. We may modify or end a trial at any time; if we end a trial early we will not charge you for it.

14. Fees, Billing, and Taxes

14.1 Fees. Fees, plans, included limits, and metered components are as stated on the Pricing Page or in your Order Form at the time you subscribe, incorporated here by reference. Fees are in U.S. dollars.

14.2 Billing. Subscriptions are billed monthly in advance unless your Order Form says otherwise. Payment is processed by our third-party payment processor (currently Stripe); by providing a payment method you authorize us and that processor to charge it for fees as they come due, and you agree to the processor's applicable terms. Keep your payment method current.

14.3 Metered charges. Metered components are billed monthly in arrears based on our measurements. Our records are presumptively correct; we will provide the underlying usage detail on request, and we will credit any overstatement.

14.4 Renewal and cancellation. Subscriptions renew automatically each month. You may cancel at any time, in one step, from within the application; cancellation takes effect at the end of the then-current billing period. You keep access until then. We will never require you to give advance notice of an intention to cancel.

14.5 No refunds. Except where these Terms expressly provide otherwise — Sections 2, 13, 15.2, 15.3, 15.4, 21.2, and Section 5 of the Data Processing Addendum — or applicable law requires, fees are non-refundable and there are no credits for partial months, unused capacity, or non-use.

14.6 Price changes. We may change fees on notice to your Notice Address. A change takes effect at the start of the second billing period beginning after the notice. If you do not accept it, cancel before then. For subscriptions under a negotiated Order Form, no more than one increase in any 12 months.

14.7 Late payment. Undisputed amounts more than 15 days overdue accrue interest at 1.5% per month or the maximum permitted by law, whichever is less, and may trigger suspension under Section 15.4. If a charge fails we may retry it. The prevailing party in a collection action recovers its reasonable costs and attorneys' fees.

14.8 Disputes. Dispute an invoice in good faith within 30 days of its date by writing to billing@newtowndata.io with detail. The undisputed balance remains payable, and we will not suspend for the properly disputed portion while we work it out. Amounts not disputed within 30 days are deemed accepted.

14.9 Taxes. Fees exclude taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on Newtown's income.

14.10 Third-party costs are yours. Charges you incur directly with a Data Source, an ingestion provider you contract with, a Bring-Your-Own Warehouse, or an AI Client provider are your costs, whether or not they were caused by the Service, by our agents, or by a person using your access token.

15. Term, Suspension, and Termination

15.1 Term. These Terms run from your acceptance until all subscriptions have ended and are not renewed.

15.2 Termination for convenience. You may cancel under Section 14.4. Newtown may decline to renew a monthly subscription by notice given at least 15 days before the end of a billing period, effective at the end of that period, with a pro-rata refund of any prepaid amount covering a period after termination.

15.3 Termination for cause. Either party may terminate for the other's material breach not cured within 30 days of written notice, or immediately on the other's insolvency, assignment for the benefit of creditors, or appointment of a receiver. If you terminate for our uncured breach, or under Section 2, we will refund prepaid, unused fees pro rata.

15.4 Suspension. We may suspend your access, in whole or — where feasible — only as to the affected component, if: (a) an undisputed amount is more than 15 days overdue; (b) your use violates the Acceptable Use Policy or creates a security, legal, or availability risk; (c) we are required to by law; or (d) your access token appears compromised. For non-payment and non-urgent Acceptable Use matters we will give notice and 5 business days to cure; where the risk is immediate we may suspend at once and tell you promptly. We restore access promptly once the cause is resolved. Fees continue during a suspension caused by you; where the cause was our error or a risk not attributable to you, we will credit the suspended period.

16. Export, Deletion, and Continuity

16.1 Export

For 30 days after termination or expiry of a paid subscription (60 days under a negotiated Order Form), on written request to your account contact, we will provide one complete export at no charge, comprising: the dbt project as a Git repository; compiled documentation as static files and the dbt manifest; business context, glossary, and metric definitions as JSON; and the modeled datasets as newline-delimited JSON or Parquet delivered to a cloud storage location you designate.

Export is performed manually by Newtown staff on request — there is no self-service export in the Service. Request it before the window closes; after that we have no obligation to retain anything. Egress charges at your designated destination are yours. Further export assistance beyond the above is billed at our then-current rate, quoted and agreed in advance.

16.2 Deletion

After the export window we suspend your Workspace. Suspension stops access and stops all processing; it does not destroy anything, and your generated repository, your business context and, for a Newtown-Provisioned Warehouse, the datasets in the underlying Google Cloud project are retained as they are.

We delete three months after termination or expiry, and earlier on your written request. At the end of that three-month period we delete your Workspace and, for a Newtown-Provisioned Warehouse, the underlying Google Cloud project, which destroys the datasets in it. Deletion also covers your ingestion connections and destination, your generated repository, your business context and compiled documentation in our object store, and your Workspace's core control-plane records. The 30-day export window in Section 16.1 runs inside this period, not in addition to it — so the practical shape is: export for 30 days, suspended thereafter, deleted at three months.

Deletion is carried out by Newtown staff rather than by an automated job. That is how it is performed, not a qualification on whether it happens.

Closure and restoration. When a Workspace is closed, access is suspended and its credentials are disabled. For at least 30 days after closure, we can restore the Workspace on your request. Permanent deletion — of secrets, service accounts, connections, the generated repository, and the cloud project — is performed by Newtown staff no earlier than 30 days after closure unless you ask us in writing for earlier deletion, and in any event on the schedule above (three months after termination or expiry, which remains the outer date). The 30-day restoration period is a minimum period during which restoration is possible, not a backup or recovery commitment, and Section 20.4's disclaimer of backup services is unchanged. Restoration is not possible once deletion has been performed.

Some data persists for a period as a technical matter: our cloud provider holds a deleted project in a recoverable state for roughly 30 days before permanent deletion, and backups and system logs age out on their own schedules. Records we may retain longer: invite records, including the email address of the person who redeemed the invite; authorization records associated with machine access; any source credential you supplied to us directly under Section 4.2, which is deleted on written request; and records required for tax, accounting, or legal purposes. We will not use anything retained for any purpose beyond completing the deletion or meeting the legal requirement.

We will confirm in writing what has been deleted, on request.

16.3 Bring-Your-Own Warehouse

We do not delete your data — it was never ours to hold. We revoke our access, delete the credentials we held, and delete the control-plane records for your Workspace.

Where we have run Newtown-Managed Transformation in your warehouse, we leave what we built. The Target Schemas and everything in them stay where they are, in your warehouse, under your control: we stop writing to them, and we do not delete them. The repository holding your dbt project is transferred to a GitHub organization you name, on written request made within the export window in Section 16.1; if you do not name one, or the receiving organization does not accept the transfer, we deliver the repository as a Git bundle under Section 16.1 instead. We do not continue to operate either after termination.

16.4 Continuity

If Newtown ceases business, or is unable to operate the Service for 30 consecutive days, we will use best efforts to deliver to your Notice Address, at no charge: your dbt project repository, your compiled documentation, your business context and metric definitions, and written instructions for taking over or migrating the Warehouse. If you use a Bring-Your-Own Warehouse, your data and your warehouse remain yours throughout and are unaffected.

16.5 Survival

The following survive termination: Section 1 (Definitions), Section 4.3 as to Output already delivered, Section 6, Section 7, Section 8, Section 14 for accrued amounts, Section 16, Section 17, Section 18, Section 19 (and the Data Processing Addendum it incorporates, to the extent that addendum provides for post-termination obligations), Section 20, Section 21, Section 22, Section 23, Section 25, and Section 26.

17. Confidentiality

Each party may receive the other's non-public information ("Confidential Information"). Customer Data is your Confidential Information. The Service's non-public features, architecture, pricing, and Documentation are ours.

The receiving party will use the disclosing party's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to employees, contractors, and advisers who need it and are bound by comparable obligations. This does not apply to information that is public through no fault of the receiver, was already known to the receiver, is independently developed, or is rightfully received from a third party. A party may disclose if legally compelled, after giving notice where lawfully permitted.

These obligations run for the term and 3 years after; trade secrets remain protected as long as they qualify.

Non-solicitation. For 12 months after termination, neither party will knowingly solicit for employment an individual who worked on the relationship for the other party. General advertising, and hiring someone who responds to it or who approaches you unprompted, are not breaches.

18. Intellectual Property

18.1 Ours. Newtown and its licensors own the Service and everything in it other than Customer Data and the artifacts assigned under Section 8 — including all software, models, prompts, generators, templates, interfaces, and Documentation, and all intellectual property rights in them. We grant you a non-exclusive, non-transferable right to access and use the Service during your subscription for your internal business purposes, subject to these Terms.

18.2 Restrictions. You will not, and will not permit anyone to: copy, modify, or create derivative works of the Service; reverse engineer or attempt to derive source code (except as the *Security research* section of the Acceptable Use Policy permits, or to the extent the restriction is unenforceable by law); resell, sublicense, rent, or provide the Service to a third party as a service bureau, or serve your own clients' data through a Workspace, except as your Order Form expressly permits; remove proprietary notices; use the Service to develop a competing product; or publicly publish benchmarks or performance results without our written consent. You may evaluate the Service internally and share the results with your own professional advisers under confidentiality.

18.3 Usage data. We may collect and use operational and telemetry data — job durations, error rates, query volumes, feature usage — to operate, secure, troubleshoot, and improve the Service, and to produce aggregated, de-identified statistics. We will not publish anything identifying you or disclosing Customer Data.

18.4 Feedback. If you give us suggestions or feedback we may use them without restriction or obligation. You are not required to give feedback.

18.5 Publicity. We will not use your name or logo publicly without your prior written consent.

18.6 Copyright complaints. We host customer repositories. To report content you believe infringes your copyright, write to our designated agent at dmca@newtowndata.io with the information required by 17 U.S.C. §512(c)(3). We will respond in accordance with the DMCA.

19. Security and Data Protection

Our security measures, subprocessors, breach notification commitments, and the terms on which we process personal data are set out in the Data Processing Addendum, incorporated into these Terms. It applies without a separate signature; we will countersign a copy on request.

Insurance. Newtown will maintain, at its own expense, commercial general liability, technology errors and omissions, and cyber liability insurance in commercially reasonable amounts for a company of its size, and will provide a certificate of insurance on request.

20. Warranties and Disclaimers

20.1 Mutual. Each party represents that it has authority to enter into these Terms, will comply with laws applicable to its performance, and will not make or accept improper payments in connection with this agreement, including under the U.S. Foreign Corrupt Practices Act and comparable anti-bribery laws.

20.2 What we promise. We will provide the Service with reasonable skill and care, in accordance with generally accepted industry practice.

20.3 The disclaimer. Read this with Section 6, Section 7, and Section 20.4.

EXCEPT AS EXPRESSLY STATED IN SECTION 20.2, THE SERVICE, THE OUTPUT, ANY BETA FEATURE, AND ANY TRIAL ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. NEWTOWN DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DATA WILL BE ACCURATE, COMPLETE, CURRENT, OR RECONCILED TO ANY SOURCE SYSTEM; THAT DEFECTS WILL BE CORRECTED; OR THAT ANY OUTPUT WILL BE CORRECT OR FIT FOR ANY PURPOSE.

20.4 No service level; no backup commitment.

NEWTOWN OFFERS NO UPTIME COMMITMENT, SERVICE LEVEL AGREEMENT, OR SERVICE CREDITS. Availability targets, if any, are stated in the Documentation and are not commitments. If your Order Form contains an SLA, that SLA governs and this paragraph yields to it.

NEWTOWN DOES NOT PROVIDE BACKUP OR ARCHIVAL SERVICES AND MAKES NO COMMITMENT TO RECOVER CUSTOMER DATA. YOUR SOURCE SYSTEMS REMAIN YOUR SYSTEMS OF RECORD, AND YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN COPIES OF ANYTHING YOU CANNOT AFFORD TO LOSE. Warehouse contents are re-ingestible from your sources and your dbt project is held in version control; the accumulated business context is the one artifact that is not reproducible from elsewhere.

20.5 Early-stage service. You acknowledge that the Service is early in its life, that features described anywhere as planned may not ship, that the Service may contain defects, and that you are procuring it on that basis.

20.6 Accessibility. We have not completed a WCAG conformance assessment or a VPAT. For accessibility questions or an accommodation, write to support@newtowndata.io.

21. Indemnification

21.1 By you. You will defend and indemnify Newtown against third-party claims arising from: (a) Customer Data, including a claim that it infringes or misappropriates a third party's rights or violates a privacy or data protection law; (b) your lack of authority to connect a Data Source or to permit the processing contemplated here; (c) your breach of Section 4.4, Section 7, or the Acceptable Use Policy; or (d) your distribution or republication of Output to a third party, or your use of Output in breach of Section 7.

21.2 By us. We will defend and indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret. This does not apply to claims arising from Customer Data, a Data Source, an AI Client, a Beta Feature, modifications not made by us, use in combination with anything we did not supply, or open-source components used other than as we incorporated them. If the Service becomes, or we believe it may become, the subject of such a claim, we may procure the right to continue, modify it, or terminate the affected subscription and refund prepaid, unused fees. This Section states our entire liability for infringement.

21.3 Procedure. The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and cooperate reasonably. No settlement admitting liability or imposing an obligation on the indemnified party without its consent.

22. Limitation of Liability

22.1 No indirect damages. EXCEPT FOR AMOUNTS PAYABLE UNDER SECTION 21 (INDEMNIFICATION), NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR LOSS, CORRUPTION, OR INACCURACY OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.

22.2 Caps.

(a) General cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU PAID OR OWED TO NEWTOWN FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (ii) $50,000.

(b) Enhanced cap. FOR A PARTY'S BREACH OF SECTION 17 (CONFIDENTIALITY), FOR NEWTOWN'S BREACH OF THE DATA PROCESSING ADDENDUM OR A SECURITY INCIDENT CAUSED BY NEWTOWN, AND FOR EITHER PARTY'S INDEMNITY OBLIGATIONS UNDER SECTION 21, THE CAP IS TWO TIMES ANNUALIZED FEES, OR $150,000, WHICHEVER IS GREATER.

(c) No-fee Workspaces. WHERE NO FEES WERE PAID OR OWED FOR THE WORKSPACE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, THE CAPS IN (a) AND (b) DO NOT APPLY, AND EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THAT WORKSPACE IS LIMITED TO $10,000. Section 22.4 is unaffected: the exclusions there apply to a no-fee Workspace exactly as they do to a paid one.

22.3 Third-party costs. NEWTOWN IS NOT LIABLE FOR CHARGES YOU INCUR WITH ANY CLOUD PROVIDER, INGESTION PROVIDER, DATA SOURCE, OR AI CLIENT PROVIDER, INCLUDING CHARGES CAUSED BY QUERY VOLUME, RE-SYNCS, OR MISUSE OF AN ACCESS TOKEN.

22.4 Exclusions. No cap applies to: your payment obligations; a party's breach of Section 4.4 or Section 18.2; or a party's gross negligence, willful misconduct, or fraud. Where a jurisdiction does not allow an exclusion or limitation, liability is limited to the minimum extent permitted.

22.5 Basis of the bargain. These limitations are an essential basis of the bargain and the fees reflect this allocation of risk.

23. Order of Precedence

If there is a conflict, the order is: (1) a signed or mutually accepted Order Form, except that the Data Processing Addendum controls on the processing of personal data; (2) the Data Processing Addendum; (3) the Pricing Page, as to fees, plans, and included limits only; (4) these Terms; (5) the Acceptable Use Policy; (6) the Privacy Policy; (7) the Documentation. Terms in a purchase order, vendor portal, or supplier questionnaire have no effect unless we sign them.

24. Changes to these Terms

We may update these Terms. For material changes we will give at least 30 days' notice to your Notice Address or by in-product notice, and the change takes effect at the start of the second billing period beginning after the notice. No change applies retroactively, and no change to Section 21, Section 22, or Section 25 takes effect for you without your affirmative acceptance. We maintain an archive of every version of these Terms we have served, with the date each was in effect. Continued use after a change takes effect is acceptance. If you do not accept a material change, cancel before it takes effect.

25. Governing Law and Disputes

These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and waive any objection to venue or forum non conveniens.

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY in any action arising out of or relating to these Terms.

Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Either party must bring any claim within two years after it accrues, or it is permanently barred. This does not apply to claims for non-payment, to indemnity claims, or to any claim that cannot lawfully be shortened.

26. General

Electronic Records and Notices. You consent to transact with us electronically and to receive these Terms, amendments, disclosures, invoices, and notices electronically, by email to your Notice Address or by in-product notice. You may withdraw that consent by writing to legal@newtowndata.io, in which case we may terminate your subscription at the end of the then-current billing period. You need a device with a current browser, an email account, and the ability to view and retain PDF and HTML documents. On request we will provide a paper copy at reasonable cost.

Notices. To Newtown: legal@newtowndata.io, with a copy by mail to Newtown Analytics LLC, 235 Montrose Ave, Apt 7, Brooklyn, NY 11206. To you: your Notice Address. Notice is effective on delivery, or the next business day if sent after 5:00 p.m. Eastern. Keeping your Notice Address current is your obligation, and notice to a stale address is still effective.

Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice. Any other assignment is void.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

Subcontractors. We may use subcontractors and subprocessors and remain responsible for their performance, subject to Section 22.

Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, government action, internet or utility failures, and failures of third-party providers. This does not excuse payment.

Export and sanctions. You represent that you are not located in, and will not use the Service from, a country subject to comprehensive U.S. sanctions, that you are not on any U.S. restricted-party list, and that you will not export Output in violation of trade-control law.

No third-party beneficiaries. Remedies are cumulative except where these Terms state a remedy is exclusive. Headings are for convenience. No rule of construction against the drafter applies.

Waiver and severability. A failure to enforce is not a waiver. If a provision is held unenforceable it is modified to the minimum extent necessary and the rest remains in force.

U.S. Government users. The Service is a "commercial item" under FAR 2.101 and is provided with only the rights in these Terms.

Entire agreement. These Terms, the Acceptable Use Policy, the Data Processing Addendum, the Privacy Policy, the Pricing Page, and any Order Form are the entire agreement on this subject and supersede all prior proposals and understandings.

Legal: legal@newtowndata.io · Billing: billing@newtowndata.io · Security: security@newtowndata.io · Privacy: privacy@newtowndata.io · Support: support@newtowndata.io · Copyright: dmca@newtowndata.io

Newtown Analytics LLC · New York