Legal
Effective as of: June 17th, 2026 · NewForm, Inc.
These Terms of Use (“Terms”) govern access to and use of the Service provided by NewForm, Inc. (“NewForm,” “we,” “us,” or “our”) to the customer that signs an Order Form referencing these Terms or that accesses or uses the Service (“Customer,” “you,” or “your”). These Terms, together with each Order Form that references them, form a binding agreement (the “Agreement”). The Agreement takes effect on the earlier of the date Customer first uses the Service or the date Customer agrees to be bound by it (the “Effective Date”).
BY SIGNING AN ORDER FORM OR BY ACCESSING OR USING THE SERVICE, CUSTOMER AGREES TO THESE TERMS. IF CUSTOMER IS ACCEPTING ON BEHALF OF AN ORGANIZATION, CUSTOMER REPRESENTS THAT IT HAS AUTHORITY TO BIND THAT ORGANIZATION. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.
The Service may not be accessed to monitor its availability, performance, or functionality, or for any competitive or benchmarking purpose. NewForm's direct competitors may not access the Service without NewForm's prior written consent.
1.1 “Ad Account” means an advertising account on an Online Advertising Platform that Customer connects to, or authorizes NewForm to access through, the Service.
1.2 “Connected Spend” means the total advertising spend (media cost) on all Ad Accounts connected to the Service during the applicable period, whether or not the related advertising was actively managed or optimized through the Service.
1.3 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests or the power to direct management.
1.4 “Aggregated Data” means data derived from Customer Data or use of the Service that is anonymized and aggregated so that it does not identify, and cannot reasonably be used to identify, Customer, any Authorized User, or any natural person.
1.5 “AI Features” means features of the Service that use artificial intelligence or machine-learning models to generate or return Output based on Input.
1.6 “Authorized Users” means Customer's employees, contractors, and agents whom Customer authorizes to use the Service under Customer's account.
1.7 “Confidential Information” has the meaning in Section 7.
1.8 “Customer Content” means advertising content, creative assets, copy, instructions, and other materials provided by or on behalf of Customer for use with the Service.
1.9 “Customer Data” means data, information, content, and materials that Customer or its Authorized Users submit to the Service, or that NewForm accesses from Customer's connected accounts through the Service, including Customer Content and Personal Data, but excluding Aggregated Data.
1.10 “Documentation” means NewForm's then-current user documentation for the Service.
1.11 “Input” means data and materials Customer or its Authorized Users submit to the AI Features; “Output” means the content, recommendations, or actions the AI Features generate or return based on Input.
1.12 “Online Advertising Platform” means any third-party platform, network, or environment (for example, Meta, Google, TikTok, and similar) on or through which advertising is purchased, served, distributed, or measured in connection with the Service.
1.13 “Order Form” means an ordering document (including a purchase order, insertion order, or online order) that references these Terms.
1.14 “Personal Data” means information relating to an identified or identifiable natural person.
1.15 “Service” means NewForm's proprietary advertising optimization platform known as “Framework,” including its software, applications, dashboards, interfaces, APIs, models, and related features, together with any professional or support services NewForm provides, as described in the Documentation or an Order Form.
2.1 Access. Subject to the Agreement and payment of applicable fees, NewForm grants Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service during the term of the applicable Order Form, solely for Customer's internal business purposes and in connection with Customer's Ad Accounts.
2.2 Connected Ad Accounts; Authorization. To use the Service, Customer will connect one or more Ad Accounts and authorize NewForm to access them. Customer authorizes NewForm to access and retrieve data from, and — where Customer enables such functionality — to create, modify, manage, and optimize campaigns and settings within, Customer's connected Ad Accounts and related Online Advertising Platform accounts, in each case to provide the Service. Customer represents and warrants that it has all rights and authority necessary to grant this authorization, including where the Ad Accounts belong to Customer's clients or Affiliates. Customer remains responsible for all activity in its Ad Accounts and for all Connected Spend. Where Customer launches video advertising through the Service (for example, Google Demand Gen or Video campaigns), Customer authorizes NewForm to upload Customer Content to YouTube on Customer's behalf solely to serve that advertising — by default to an unlisted, Google-managed channel associated with Customer's Ad Account, or, where Customer designates a Customer-controlled channel, to that channel. Customer is responsible for any video published to a Customer-controlled channel and may remove it through YouTube at any time.
2.3 Recommendations; Customer Responsibility for Results. The Service operates between Customer and the Online Advertising Platforms and may generate recommendations, optimizations, predictions, budget and bidding suggestions, audience or creative suggestions, and other Outputs (collectively, “Recommendations”). All Recommendations are advisory only. Customer is solely responsible for reviewing, evaluating, approving, and implementing (or declining to implement) any Recommendation, for its advertising decisions, budgets, creative, and targeting, and for the goals and results of its campaigns. Customer is responsible for ensuring that its use of the Service and any implemented Recommendation complies with applicable law and with the terms and policies of the Online Advertising Platforms. NewForm does not guarantee any advertising outcome, performance, return, or level of spend efficiency, and, to the maximum extent permitted by law, NewForm has no liability for any Recommendation or Output, or for any consequence of Customer acting on or declining to act on it — including any violation of, or failure to comply with, applicable law or any Online Advertising Platform's terms or policies, any ad disapproval, account suspension, restriction, or termination, or any wasted, increased, or misdirected advertising spend.
2.4 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (i) sell, resell, rent, lease, sublicense, distribute, or otherwise make the Service available to a third party except as expressly permitted; (ii) use the Service on a service-bureau or time-sharing basis; (iii) use the Service in violation of applicable law or any third party's rights; (iv) upload or transmit malicious code or any data Customer lacks the right to use; (v) modify, translate, or create derivative works of the Service; (vi) reverse engineer, decompile, or disassemble the Service or attempt to discover its source code, models, or underlying structure, except to the extent this restriction is prohibited by law; (vii) remove or obscure any proprietary notices; (viii) access or use the Service to build or assist in building a competitive product or service, or for benchmarking or competitive analysis; (ix) perform vulnerability or penetration testing without NewForm's prior written consent; (x) use scripts or automated means not provided by NewForm to access the Service; or (xi) use the Service in violation of the terms or policies of any Online Advertising Platform.
2.5 Suspension. NewForm may suspend Customer's access to the Service, in whole or in part, if: (i) Customer materially breaches the Agreement (including Section 2.4 or any payment obligation); (ii) Customer's use poses a security risk or may adversely affect the Service or other customers; (iii) required by law or by an Online Advertising Platform; or (iv) for scheduled maintenance or a force majeure event. NewForm will use reasonable efforts to provide notice where practicable. Suspension does not relieve Customer of its payment obligations.
2.6 Modifications to the Service. The Service and the Online Advertising Platforms evolve over time, and NewForm may modify, update, or discontinue features from time to time. NewForm will not materially decrease the core functionality of the Service during a paid term without making a substantially equivalent capability available.
2.7 Beta Features. NewForm may offer features identified as alpha, beta, preview, or early access (“Beta Features”). Beta Features are provided “as is,” may be changed or withdrawn at any time, and are excluded from NewForm's warranties, indemnities, and service commitments. NewForm's total liability for Beta Features will not exceed US$100.
2.8 Subcontractors. NewForm may use subcontractors and service providers to provide the Service and remains responsible for their performance.
3.1 Accounts. NewForm will provide administrative access enabling Customer to provision accounts for Authorized Users. Customer is responsible for all activity under its accounts, for maintaining the confidentiality of credentials, and for ensuring that only Authorized Users access the Service. Customer will promptly notify NewForm of any unauthorized use.
3.2 Customer Responsibilities. Customer is responsible for: (i) the accuracy, quality, and legality of Customer Data and Customer Content and its rights to provide them; (ii) obtaining and maintaining all consents, notices, and authorizations required for NewForm to access the Ad Accounts and process Customer Data; (iii) compliance by Customer and its Authorized Users with the Agreement, applicable law, and the terms and policies of the Online Advertising Platforms; (iv) its own networks, devices, and credentials used to access the Service; and (v) where Customer launches video advertising through the Service, ensuring it holds all rights, licenses, consents, and permissions necessary to upload, host, publish, and distribute the relevant Customer Content via YouTube — including any music, audio, footage, talent, name, or likeness it contains — and that doing so will not infringe any third party's rights or violate any applicable law or Online Advertising Platform policy.
3.3 Authorized Users and Affiliates. Customer is responsible for its Authorized Users' and Affiliates' use of the Service and any breach of the Agreement by them. If Customer uses the Service on behalf of its own clients, Customer is responsible for those clients' compliance and for all related fees.
4.1 Customer Data. As between the parties, Customer retains all right, title, and interest, including all intellectual property rights, in and to Customer Data and Customer Content. Customer grants NewForm a non-exclusive, worldwide, royalty-free license during the term to access, host, copy, process, transmit, display, and use Customer Data and Customer Content to provide, maintain, and support the Service, including transmitting Customer Content to the applicable Online Advertising Platforms as directed through the Service.
4.2 Service Improvement; Aggregated Data. Customer grants NewForm a non-exclusive, royalty-free license to use Customer Data to operate, develop, train, and improve NewForm's models, algorithms, and the Service, and to generate Aggregated Data. NewForm may use and retain Aggregated Data for any lawful business purpose, including analytics, benchmarking, and improving its products and services, provided that NewForm will not disclose Aggregated Data in any form that identifies Customer, any Authorized User, or any natural person.
4.3 NewForm Property. NewForm and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Service, the Documentation, NewForm's models and algorithms, Aggregated Data, and any improvements to or derivatives of the foregoing (collectively, “NewForm Property”). No rights are granted to Customer except as expressly set out in the Agreement; all other rights are reserved.
4.4 AI Features. The Service may include AI Features. As between the parties, and to the extent permitted by law, NewForm assigns to Customer its rights in Output generated for Customer, and Input and Output are treated as Customer Content. NewForm does not use Customer Data or Customer Content to train models made available to other customers except in de-identified, aggregated form as permitted in Section 4.2. Customer acknowledges that AI Features may produce the same or similar Output for other customers, that Output may be inaccurate or incomplete, and that Customer is responsible for reviewing Output before relying on it. Output is provided “as is,” and NewForm makes no warranty regarding it.
4.5 Privacy. NewForm handles Personal Data in accordance with its Privacy Policy at newform.com/privacy. Where NewForm processes Personal Data on Customer's behalf and applicable law requires a data processing agreement, the parties will enter into NewForm's standard data processing addendum, which forms part of the Agreement.
4.6 Feedback. If Customer provides suggestions, enhancement requests, or other feedback about the Service (“Feedback”), NewForm may use it without restriction or obligation to Customer.
5.1 The Service interoperates with Online Advertising Platforms and other third-party products and services that Customer licenses or uses under its own agreements with the relevant providers. Customer's use of those third-party services is governed solely by the applicable third-party terms, and the Agreement does not modify them. NewForm does not control and is not responsible for Online Advertising Platforms or other third-party services, including their availability, changes, account suspension or termination, data practices, fees, or media costs. Customer is responsible for all Connected Spend and all amounts owed to Online Advertising Platforms, which are separate from and in addition to the fees payable to NewForm.
6.1 Fees. Customer will pay the fees set out in the applicable Order Form (“Fees”). Except as stated in an Order Form, Fees for the Service are the greater of the monthly minimum or the applicable percentage of Connected Spend. NewForm meters Connected Spend through the Service or, where it cannot do so automatically, based on accurate monthly reports Customer provides.
6.2 Billing. Unless an Order Form states otherwise, the monthly minimum is billed in advance and any amount by which the percentage-of-Connected-Spend fee exceeds the minimum for a given month is billed in arrears in the following month. NewForm bills through its third-party billing and payment provider, and Customer authorizes NewForm and that provider to charge Customer's payment method on file for all Fees. Customer will keep its billing and payment information accurate and current.
6.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, GST, and similar taxes, excluding taxes based on NewForm's net income.
6.4 Late Payment. Except for amounts disputed in good faith under Section 6.5, overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until paid, and Customer is responsible for reasonable costs of collection. If payment is more than ten (10) days overdue, NewForm may suspend the Service under Section 2.5.
6.5 Billing Disputes. If Customer believes an invoice or charge is incorrect, Customer must notify NewForm within thirty (30) days of the charge to be eligible for an adjustment or credit. The parties will work in good faith to resolve disputed amounts, and Customer will timely pay all undisputed amounts.
6.6 Non-Cancelable; No Refunds. Except as expressly provided in the Agreement, Fees are non-cancelable and amounts paid are non-refundable.
7.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated as confidential or that a reasonable person would understand to be confidential, including the Service and NewForm Property (NewForm's Confidential Information) and Customer Data (Customer's Confidential Information). Confidential Information does not include information that the Recipient can show: (i) is or becomes public through no fault of the Recipient; (ii) was known to it without obligation of confidentiality before disclosure; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed without use of the Discloser's Confidential Information.
7.2 Obligations. The Recipient will use the Discloser's Confidential Information only to perform under the Agreement and will protect it using at least reasonable care, disclosing it only to its personnel, Affiliates, and subcontractors who need to know it and are bound by confidentiality obligations at least as protective as these. The Recipient may disclose Confidential Information to the extent required by law, provided it gives reasonable prior notice where permitted.
7.3 Survival. The confidentiality obligations survive for three (3) years after termination, except that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.
8.1 Mutual. Each party represents and warrants that it has the authority to enter into the Agreement and will comply with laws applicable to its performance, including those relating to sanctions, export controls, anti-corruption, and data protection.
8.2 NewForm. NewForm warrants that it will provide the Service in a professional and workmanlike manner consistent with applicable industry standards. Customer's exclusive remedy and NewForm's sole obligation for breach of this warranty is for NewForm to correct the non-conformity using commercially reasonable efforts.
8.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEWFORM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEWFORM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL ACHIEVE ANY PARTICULAR ADVERTISING RESULT. NEWFORM IS NOT RESPONSIBLE FOR, AND DISCLAIMS ALL LIABILITY FOR, ONLINE ADVERTISING PLATFORMS OR OTHER THIRD-PARTY SERVICES, RESULTS AFFECTED BY THEM, AND ANY RECOMMENDATION OR OUTPUT OR CUSTOMER'S RELIANCE ON OR IMPLEMENTATION OF IT.
9.1 By NewForm. NewForm will defend Customer against third-party claims alleging that the Service, as provided by NewForm and used in accordance with the Agreement, infringes that third party's intellectual property rights, and will indemnify Customer for damages and reasonable attorneys' fees finally awarded or agreed in settlement. NewForm has no obligation for claims arising from Customer Data or Customer Content, use of the Service in violation of the Agreement, combination of the Service with non-NewForm products or services, or any Online Advertising Platform.
9.2 By Customer. Customer will defend NewForm, its Affiliates, and their personnel against third-party claims arising from: (i) Customer Data or Customer Content; (ii) Customer's breach of Section 2.4 or of its authorization representations in Section 2.2; (iii) Customer's violation of any Online Advertising Platform terms or policies (including by implementing a Recommendation); or (iv) Customer's or its Authorized Users' use of the Service in violation of law or the Agreement; and will indemnify NewForm for damages and reasonable attorneys' fees finally awarded or agreed in settlement.
9.3 Procedure. The indemnified party will promptly notify the indemnifying party, allow it to control the defense and settlement (with counsel of its choice), and reasonably cooperate. The indemnifying party will not settle a claim in a manner that imposes liability or an admission of fault on the indemnified party without its prior written consent.
10.1 Exclusion of Indirect Damages. EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 10.3, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
10.2 Cap. EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 10.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
10.3 Excluded Claims. The exclusions and cap above do not apply to: (i) Customer's payment obligations; (ii) either party's indemnification obligations; (iii) a party's breach of its confidentiality obligations (other than relating to Customer Data, which is subject to the cap); or (iv) Customer's breach of Section 2.4 or infringement or misappropriation of NewForm's intellectual property.
11.1 Term. The Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated. Each subscription's term, including the initial term and any renewals and the notice required to prevent renewal, is set out in the applicable Order Form.
11.2 Termination for Cause. Either party may terminate the Agreement or an affected Order Form for cause if the other party materially breaches and fails to cure within thirty (30) days after written notice, or immediately if the other party becomes insolvent or subject to bankruptcy or similar proceedings. NewForm may also terminate immediately for Customer's breach of Section 2.4 or for non-payment as described in Section 6.
11.3 Effect of Termination. On expiration or termination: (i) Customer's right to access the Service ends and Customer will cease using it; (ii) Customer will disconnect its Ad Accounts; (iii) all unpaid Fees accrued through the effective date of termination become immediately due; and (iv) each party will, on request, return or destroy the other's Confidential Information, subject to routine backups and legal retention requirements. If NewForm terminates for cause, Customer remains liable for the Fees for the remainder of the then-current term. If Customer terminates for NewForm's uncured material breach, NewForm will refund any prepaid Fees for the unused period.
11.4 Survival. Provisions that by their nature should survive — including Sections 1, 4, 6 (for accrued amounts), 7, 8.3, 9, 10, this Section 11.4, and 12 — survive expiration or termination of the Agreement.
12.1 Governing Law; Venue. The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over disputes arising out of or relating to the Agreement, and each party consents to that jurisdiction and venue and waives any objection to it. Either party may seek injunctive relief for actual or threatened infringement or misappropriation of its intellectual property or breach of confidentiality in any court of competent jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
12.2 Changes to these Terms. NewForm may update these Terms from time to time. For then-active Order Forms, material changes take effect at the start of the next renewal term; otherwise, changes take effect thirty (30) days after NewForm posts the updated Terms or notifies Customer. Customer's continued use of the Service after the effective date constitutes acceptance.
12.3 Assignment. Neither party may assign the Agreement without the other's prior written consent, except that either party may assign it without consent to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Any other attempted assignment is void. The Agreement binds and benefits the parties' permitted successors and assigns.
12.4 Notices. Legal notices must be in writing and sent to NewForm at legal@newform.ai (with a copy to NewForm, Inc., 9939 Nethy Bridge Court, Bristow VA 20136) and to Customer at the contact on file. Notices are effective on receipt. Operational notices may be sent by email or through the Service.
12.5 Publicity. NewForm may identify Customer by name and logo as a customer of NewForm in its marketing materials and on its website. NewForm will stop using Customer's name and logo on reasonable written request.
12.6 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
12.7 Independent Contractors. The parties are independent contractors; the Agreement creates no partnership, agency, or joint venture, and neither party may bind the other.
12.8 Entire Agreement; Order of Precedence. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous agreements and communications. Any conflicting or additional terms in a Customer purchase order or vendor portal are void. In case of conflict, the order of precedence is: (i) the Order Form (excluding any pre-printed Customer terms); (ii) these Terms; and (iii) the Documentation.
12.9 Waiver; Severability. No waiver is effective unless in writing. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force and effect.
12.10 Amendments. Except for changes to these Terms made under Section 12.2, any amendment to the Agreement must be in writing and signed by both parties.