Thank you for your interest in CloudMagic Service or Newton. We invite you to access our web sites and use our
Service (as defined below), but please note that your invitation is subject to your review and agreement with
certain terms and conditions. These terms and conditions are set forth in this document, and in certain other
policies, guidelines and other terms or conditions that may be presented to you from time to time at other locations
in our web sites in connection with specific Service offerings (all of which may be updated from time to time and
are collectively referred to as our “Terms of Service”). You need not accept this requirement to agree to our Terms
of Service, but if you reject our Terms of Service you do not have any right to access or use our Service. If you do
access our web site and use our Service, your use shall be deemed to accept the Terms of Service and be a party to a
legally binding contract with CloudMagic, Inc. Palo Alto, California, (“CloudMagic”, “we”, and sometimes “us”).
You may wish to save a copy of these Terms of Service for your records. In any event, be sure to regularly check
these Terms of Service for any updates or other changes, which shall be legally binding upon you when we post them,
whether or not we provide you any other notice of such changes. The then-applicable Terms of Service will be posted
at newtonhq.com/k/tos, and we will indicate the effective date of
each update at the bottom of the Terms of Service. Your continued use of the Service after any update will be deemed
to represent your consent to be bound by, and agreement with, the new Terms of Service.
You acknowledge and expressly understand and agree that CloudMagic Inc. has rechristened the name of the application
and the associated services from CloudMagic Service to Newton. The Terms of Service that were applicable to the
users of CloudMagic Service shall apply mutatis mutandis to the users of Newton hereinafter.
CloudMagic Service or Newton description
The CloudMagic Service or Newton consists of products, computer programs, widgets, browser extensions, mobile
applications, Software, services and web sites hosted or made available by CloudMagic, which you may use for adding
your cloud accounts and in turn search to locate a document, now known or hereafter developed (collectively, the “
CloudMagic Service” or “Newton”).
Use of Newton or CloudMagic Service
Subject to the terms and conditions within, these Terms of Service, CloudMagic grants you a limited, non-exclusive
license to utilize Newton or CloudMagic Service so long as (i) you are of legal age to form a binding contract and
(ii) you are not barred from receiving Newton under the laws of the United States. In order to access and/or use
Newton , you may be required to provide current, accurate, identification, contact and other information as part of
the registration process and/or continued use of Newton, and you will be responsible for maintaining the accuracy
and completeness of such information. You may also be provided with an account, username and password to access or
use Newton (the “Account Information”). You are responsible for maintaining the confidentiality of your Account
Information and, accordingly, will be fully responsible for all activities that occur under your account, including
activities of others to whom you have provided your Account Information. You agree to immediately notify CloudMagic
of any unauthorized use of your Account Information, account or any other breach of security. We will not be liable
for any loss or damage arising from your failure to provide us with accurate information or to keep your Account
You are solely responsible for obtaining the equipment and telecommunication services necessary to access Newton,
and all fees associated therewith (such as computing devices and Internet Service Provider and airtime charges).
Fair Usage Policy
Newton’s fair usage policy (“FUP”) is designed to prevent fraud and abuse of our products. Under Newton's FUP, the
maximum number of devices that you can use with a single Newton account is limited to 4. The maximum number of email
accounts per Newton account is limited to 20.
You acknowledge and agree that all data, in whatever form and technical structure, stored using Newton (“Content”),
are the sole responsibility of the person(s) creating such Content and introducing such Content into Newton. We
reserve the right, but shall have no obligation, to pre-screen, reject, review, quarantine, delete or move any
Content available with Newton , without obligation to any person.
You agree that you are responsible for your own conduct and all conduct under your account, and all Content that is
stored by anyone using your Account Information with Newton and for any consequences arising as a result thereof.
You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms of Service
and all applicable laws and regulations in the relevant legal jurisdictions (including, without limitation, laws and
regulations relating to the copyright laws, privacy laws and the storage and transmission of data and technology).
Without limiting the foregoing, you shall be deemed to represent and warrant to CloudMagic that you have the
unfettered legal rights and authority to permit you to add your Content to CloudMagic and / or Newton in connection
with your use of Newton , and such submission and the grant to CloudMagic and / or Newton of the rights you grant
herein in connection with CloudMagic’s offering and operation of Newton does not infringe the rights of any person
or third party.
You further agree to NOT:
use our products or Newton for illegal purposes or for promotion of dangerous activities;
impersonate any person or entity, including, but not limited to, a CloudMagic staff member, or falsely state
or otherwise misrepresent your affiliation with CloudMagic or any other person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted
through Newton ;
store any Content that you do not have a right to transmit under any law or under contractual or fiduciary
relationships (such as inside information, proprietary and confidential information learned or disclosed as
part of employment relationships or under nondisclosure agreements);
store any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights
of any party;
store any material that contains software viruses or any other computer code, files or programs designed to
interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications
interfere with or disrupt Newton or servers or networks connected to Newton , or disobey any requirements,
procedures, policies or regulations of networks connected or applicable to Newton ;
violate any applicable local, state, national or international law, including, but not limited to,
regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other
securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange
or the NASDAQ, and any regulations having the force of law;
collect or store personal data about other users for commercial purposes;
allow usage by others in such a way as to violate these Terms of Service;
engage in commercial activities within Newton or on behalf of CloudMagic without prior approval;
solicit passwords or personal identifying information for unintended, commercial or unlawful purposes from
exceed the scope of usage of Newton that you have signed up for, for example, accessing and using features
that you do not have a right to use or deleting, adding to or otherwise changing another person’s entries or
other content when you have not been granted the right to do so;
access (or attempt to access) any of functionality of Newton by any means other than through the interface
that is provided by CloudMagic (unless you have been specifically allowed to do so in a Separate Agreement),
or access (or attempt to access) any of functionality of Newton through any automated means (including use
of scripts, web crawlers or the like) or otherwise engage Newton in a manner reasonably likely to be harmful
to the systems operating Newton or the access or use of Newton by others; and/or;
reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use
of, or access to, Newton (unless you have been specifically allowed to do so in a Separate Agreement); and
take any action that would be in violation of CloudMagic’s Trademark Brand Guidelines and Usage
Proprietary rights, licenses and limitations
CloudMagic acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under
these Terms of Service in or to any Content that you store in Newton, including any intellectual property rights
which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those
rights may exist). You agree that you are solely responsible for protecting and enforcing those rights and that
CloudMagic has no obligation to do so on your behalf.
CloudMagic hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use
the Software provided to you by CloudMagic as part of Newton as provided to you by CloudMagic, for the sole purpose
of enabling you to use and enjoy the benefit of Newton as permitted by these Terms of Service, until your rights are
terminated in accordance with these Terms of Service.
We retain the right, at our sole discretion, to implement limits to the nature or size of storage available to you,
the number of searches, the number of cloud accounts you can add, the number of previews you can make, the number of
actions you can take on a search result, the nature or size of any index or library information, the nature of, or
your continued ability to access your Content and other data, and impose other limitations at any time, with or
without notice. You acknowledge that a variety of CloudMagic actions may impair or prevent you from accessing your
Content or using Newton at certain times and/or in the same way, for limited periods or permanently, and agree that
CloudMagic has no responsibility or liability as a result of any such actions or results, including, without
limitation, for the deletion of, or failure to make available to you, any Content.
CloudMagic may from time to time engage certain affiliates or other third parties to provide all or part of services
to be provided through Newton to you, and you hereby acknowledge and agree that such third party involvement is
acceptable. You understand that CloudMagic, in performing the required technical steps to provide the services
through Newton to our users, may make such changes to your Content as are necessary to conform and adapt that
Content to the technical requirements of connecting networks, devices, services or media.
CloudMagic may from time to time include as part of the service computer software supplied by third parties, which
is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such
parties. CloudMagic expressly disclaims any warranty or other assurance to you regarding such third party software.
You may discontinue your use of Newton at any time, for any or no reason and with or without notice. CloudMagic may
also terminate the service, or your access to or use of Newton or your account, with or without notice. Reasons for
CloudMagic terminating your account or service provided through Newton include, without limitation:
breach or violation of these Terms of Service or any Separate Agreement,
your request or self-effecting account deletion,
an extended period of inactivity (determined in CloudMagic’s sole discretion),
your non-payment of any fees or other sums due CloudMagic or any other party related to your use of
requests by law enforcement or other government agencies, or
unexpected technical or security issues or problems. In the event of any termination, we will close your
account and you will no longer be able to retrieve Content contained in that account or otherwise use
We may include the use of third party resources and/or links to third party websites as part of the service through
Newton. We have no control over such sites and resources and, accordingly, you acknowledge and agree that
we are not responsible for the availability of such external sites or resources;
we do not endorse and are not responsible or liable for any content or other materials available from such
sites or resources and
we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to
be caused by or in connection with use of or reliance on any such content or materials available on or
through any such site or resource.
You agree to indemnify and hold CloudMagic, its subsidiaries, affiliates, officers, agents, employees, advertisers
and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses
and expenses (including legal and other professional fees) arising from or in any way related to any third party
claims relating to your use of any of the service through Newton, any violation of these Terms of Service or any
other actions connected with your use of Newton (including all actions taken under your account) or any claims or
losses incurred by us in relation to the use or possession of the content or material provided by you pursuant to
this Agreement. In the event of such claim, we will provide notice of the claim, suit or action to the contact
information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or
reduce your indemnification obligation hereunder.
Disclaimer of warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF NEWTON IS AT YOUR SOLE RISK. NEWTON IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE
MAXIMUM EXTENT PERMITTED BY LAW, CLOUDMAGIC EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND,
WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
CLOUDMAGIC DOES NOT WARRANT THAT (i) NEWTON WILL MEET ALL OF YOUR REQUIREMENTS; (ii) NEWTON WILL BE
UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF NEWTON IS DONE AT YOUR OWN DISCRETION AND
RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA
THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLOUDMAGIC OR THROUGH OR FROM NEWTON
SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
Limitation of liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLOUDMAGIC, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND THEIR RESPECTIVE
OFFICERS, EMPLOYEES, AGENTS, SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER
INTANGIBLE LOSSES (EVEN IF CLOUDMAGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE
USE OR THE INABILITY TO USE NEWTON; (ii) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS
OF SERVICE; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR CONTENT: (iv) STATEMENTS OR
CONDUCT OF ANY THIRD PARTY ON OR USING NEWTON; (v) CLOUDMAGIC’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT
INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY
OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION; OR (vii) THE ACTS OR OMISSIONS OF ANY THIRD PARTY
Exclusions and limitations
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT
BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS
OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF
IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
You agree that we may provide you with notices hereunder by email, regular mail, app notifications or postings on
the web site(s) related to the affected portion of NEWTON, in our discretion, and that we may rely upon the contact
information you have provided as being accurate, complete and current.
Except where these Terms of Service specifically provide for use of a different means or address for notice, any
notice hereunder to CloudMagic must be delivered by email to firstname.lastname@example.org. This email
address may be updated as part of any update to these Terms of Service.
These Terms of Service constitute the entire agreement between you and CloudMagic and governs your use of
Newton, except, and then only to the extent that you have entered into a Separate Agreement. These Terms of
Service, as in effect from time to time, supersedes any prior agreements or earlier versions of these Terms
of Service between you and CloudMagic for the use of Newton. If, through accessing or using Newton, you
utilize or obtain any product or service from a third party, you may additionally be subject to such third
party’s terms and conditions applicable thereto, and these Terms of Service shall not affect your legal
relationship with such third party.
You acknowledge and agree that each affiliate of CloudMagic shall be a third party beneficiary to these
Terms of Service and that such other companies shall be entitled to directly enforce, and rely upon, any
provision of these Terms of Service which confers a benefit on (or provides rights in favor of) them. Other
than this, no other person or company shall be a third party beneficiary to these Terms of Service.
These Terms of Service and the relationship between you and CloudMagic shall be governed by the laws of the
State of California without regard to its conflict of law provisions. You and CloudMagic agree to submit to
the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California.
Notwithstanding this, you agree that CloudMagic shall still be allowed to apply for injunctive remedies (or
an equivalent type of urgent legal relief) in any applicable jurisdiction.
The failure or delay by CloudMagic to exercise or enforce any right or provision of these Terms of Service
or rights under applicable law shall not constitute a waiver of any such provisions or rights. If any
provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties
nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in
the provision, and the other provisions of the Agreement remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have
arising out of or related to use of Newton or otherwise under these Terms of Service must be filed within
one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from
bringing such claim.
The section headings in these Terms of Service are for convenience only and have no legal or contractual
CloudMagic reserves the right to change, modify, add or remove portions of the Terms of Service in its sole
discretion at any time and without prior notice. Please check these Terms of Service periodically for any
modifications. Your continued use of Newton and associated services following the posting of any changes will mean
that you have accepted and agreed to the changes and agree to be bound by the then current modified Terms of
Service. If you do not agree to abide by these or any future Terms of Service, do not use or access (or continue to
use or access) the website and / or Newton. If you have any comments on this Terms of Service please email us
at email@example.com or write to us at:
501 Forest Avenue, Suite PH3
Palo Alto, CA 94301
Last Updated: October 26, 2017
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