Terms of Service
Last updated: January 10, 2026
This Service Agreement ("Agreement"), together with any Subscription or Statement of Work ("SOW") that references it, constitutes a binding contract between the party that accepts this Agreement ("Client") and The New Dynamic LLC, a Delaware limited liability company with its registered address at 2035 Sunset Lake Road, Suite B-2, Newark, Delaware 19702, USA, and its principal place of business at 234 Fifth Ave. FL2 New York, NY 10001 ("The New Dynamic"), governing Client's use of the services described below ("Services").
Acceptance. Client accepts this Agreement by any of the following: (a) signing an SOW or Subscription that references this Agreement; (b) checking an acceptance box or clicking "I accept" where this Agreement is presented; (c) paying an invoice or proposal that references this Agreement; or (d) using the Services after receiving a copy of or a link to this Agreement. Each of these is an affirmative act of assent, and Client acknowledges having had the opportunity to read this Agreement before accepting it.
If Client is accepting on behalf of an entity, Client represents that (i) Client is an authorized representative of that entity with authority to bind it, and (ii) the entity agrees to be bound. If Client does not agree to these terms, Client may not use the Services.
Definitions. "Subscription" means a recurring service plan selected by Client, whether described on The New Dynamic's website, in a proposal, or in an SOW. "Websites" means the website(s) identified in a Subscription or SOW. "Deliverables" means the designs, code, content structures, configurations, and other work product created by The New Dynamic specifically for Client under a Subscription or SOW and invoiced to and paid for by Client. "Client Content" means text, images, video, data, trademarks, and other materials supplied by or on behalf of Client. "Client Data" means Client Content together with any data collected through the Websites. "Third-Party Services" means software, platforms, and services not owned by The New Dynamic, including hosting, CMS, DNS, analytics, and compliance tools.
1) Services#
Client retains The New Dynamic to perform the Services set forth in each Subscription or SOW, and The New Dynamic agrees to provide them. Depending on the Subscription or SOW, Services may include:
- Website development
- Website design
- Content and user experience strategy
- Website deployment and hosting
- Website software updates
- Website monitoring for performance and downtime
- Implementation of Third-Party Services
- Email-based customer support (Monday–Friday, 9:00–5:00 Eastern Time, excluding U.S. federal holidays)
- Project management
- Meetings
Only the Services identified in Client's Subscription or SOW are included. The list above describes the range of Services The New Dynamic offers, not a commitment to provide all of them under every engagement.
2) Fees, Expenses, and Payment#
(a) Fees are set forth in the applicable Subscription or SOW, or, if not stated there, at https://www.thenewdynamic.com/service-and-pricing/. All fees are in U.S. dollars and are non-refundable except as expressly provided in this Agreement.
(b) Fees do not include third-party expenses, including Third-Party Services required to build or run the Websites. Client will either pay those directly or The New Dynamic will include them on Client's invoice at cost unless a markup is stated in the SOW.
(c) Unless the Subscription or SOW states otherwise, invoices are due NET 30 days from the invoice date. Recurring Subscription fees are billed monthly in advance.
(d) Late payment. Amounts not paid when due accrue interest at 1% per month (or the maximum rate permitted by law, if lower) from the due date until paid. Client will also reimburse The New Dynamic's reasonable costs of collection, including attorney's fees.
(e) Taxes. Fees exclude sales, use, and similar taxes. Client is responsible for any such taxes other than taxes on The New Dynamic's income.
(f) Out-of-scope work. Work or material revisions beyond the scope of the Subscription or SOW will be billed at The New Dynamic's then-current hourly rate of $200/hour, or as quoted, and only after Client approves the work in writing (email suffices).
(g) Changes to the Services. If Client requests changes to the Services, Client will deliver a written change request and The New Dynamic will respond with a revised SOW or quote for Client's written approval. The New Dynamic may pause work on the affected Services until the revision is approved and any additional fees are received.
(h) Subscription renewal and cancellation. Subscriptions renew automatically for successive periods of the same length unless either party gives notice of non-renewal under Section 10(c). Client may cancel by written notice to ops@thenewdynamic.com. Cancellation takes effect at the end of the then-current paid period; fees for that period are not refunded.
3) Client Content and Client Responsibilities#
(a) Ownership and license. Client retains all rights in Client Content. Client grants The New Dynamic a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, host, and display Client Content solely to perform the Services.
(b) Client warranties. Client represents and warrants that (i) Client owns or has obtained all rights, licenses, consents, and permissions necessary for The New Dynamic to use Client Content as contemplated by this Agreement; (ii) Client Content and Client's use of the Websites do not and will not infringe or misappropriate any third party's intellectual property, privacy, publicity, or other rights, and are not defamatory, obscene, or unlawful; and (iii) Client has provided all notices and obtained all consents required by applicable law for any personal data collected through the Websites.
(c) Acceptable use. Client will not use, and will not permit others to use, the Websites or Services for any unlawful purpose, to distribute malware, to send unsolicited bulk email, or in any way that could reasonably be expected to expose The New Dynamic to liability or damage its reputation. The New Dynamic may suspend the Services to the extent necessary to address a violation of this Section, and will notify Client promptly if it does.
(d) Cooperation. Client will provide content, approvals, credentials, and decisions in a timely manner. The New Dynamic is not responsible for delays caused by Client's failure to do so, and timelines will be extended accordingly.
(e) Legal compliance of the Websites. Client is solely responsible for ensuring that the Websites, their content, and their data practices comply with the laws applicable to Client's business, including privacy, accessibility, consumer protection, and industry-specific regulations. The New Dynamic does not provide legal advice.
(f) Indemnity. Client will defend, indemnify, and hold harmless The New Dynamic and its members, managers, employees, contractors, and agents from and against any claim, loss, liability, damage, cost, or expense (including reasonable attorney's fees) arising out of or relating to (i) Client Content; (ii) Client's breach of this Section 3; (iii) Client's use of the Websites or Services; or (iv) Client's business, products, or services.
4) Third-Party Services#
The Websites rely on Third-Party Services selected by The New Dynamic or Client, which may include hosting, content management, DNS, analytics, forms, email delivery, and legal-compliance tools (such as cookie consent and privacy policy generators). With respect to all Third-Party Services, Client acknowledges and agrees that:
(a) Client has read and accepted the terms and privacy policies of each Third-Party Service used in the Websites, and Client's use of those services is governed by those terms, not this Agreement;
(b) Third-Party Services are provided by their respective providers, not by The New Dynamic, and The New Dynamic is not responsible for their availability, performance, security, pricing changes, or discontinuation;
(c) compliance tools implemented by The New Dynamic (including cookie banners, consent management, and generated policies) are not a substitute for legal advice, and The New Dynamic strongly recommends that Client have the Websites reviewed by Client's own counsel;
(d) Client must review and approve in writing any content generated by a Third-Party Service (including generated privacy policies and cookie notices) before it is published, and Client is responsible for informing The New Dynamic of any changes needed to that content;
(e) if The New Dynamic recommends an update to compliance content or tooling and Client declines it, Client bears all liability arising from that decision; and
(f) the indemnity in Section 3(f) applies to any claim arising from Third-Party Services or content generated through them.
5) Hosting, Data, and Security#
(a) No uptime guarantee. Where the Services include hosting or monitoring, The New Dynamic will use commercially reasonable efforts to keep the Websites available, but does not guarantee any specific uptime. Availability depends on Third-Party Services outside The New Dynamic's control, and The New Dynamic is not liable for outages, data loss, or degraded performance caused by those services, by Client, or by events described in Section 12(c).
(b) Backups. Backups are maintained by the applicable Third-Party Services under their own terms; The New Dynamic does not maintain independent backups unless stated in the SOW.
(c) Security. The New Dynamic will maintain reasonable administrative, technical, and physical safeguards appropriate to the Services to protect Client Data in its possession against unauthorized access, use, or disclosure. The New Dynamic will notify Client without undue delay after becoming aware of a security incident affecting Client Data.
(d) Personal data. The New Dynamic processes personal data contained in Client Data only on Client's behalf and only to provide the Services. If the Websites collect personal data subject to the GDPR, UK GDPR, or a similar law that requires a written data processing agreement, the parties will execute The New Dynamic's standard data processing addendum, which will form part of this Agreement.
e) Accounts and credentials. The Websites depend on third-party accounts, including domain registration, DNS, hosting, CMS, and source-code repository. Each such account will be held either by Client or by The New Dynamic, as designated in the SOW. Where the SOW is silent, accounts created by The New Dynamic in the course of providing the Services are held by The New Dynamic, and accounts that existed before the engagement or that Client creates remain Client's.
(i) Client-held accounts. Client owns the account and its contents, and grants The New Dynamic administrative access for the term. Client will keep that access current and is responsible for the security of credentials in Client's control. The New Dynamic is not responsible for outages, data loss, or costs resulting from Client's revocation of access, failure to pay the provider, or changes Client makes to the account.
(ii) The New Dynamic-held accounts. The New Dynamic owns and administers the account and may consolidate Client's Websites within its own provider organizations or teams. Client's rights in the Deliverables and Client Data within those accounts are governed by Section 6, not by account ownership. On termination and payment of all outstanding fees, The New Dynamic will transfer the account to Client where the provider permits transfer, or otherwise export the Deliverables and Client Data as described in Section 10(e). Client acknowledges that some providers do not permit transfer of an account or project between organizations and that migration may be required in those cases.
(iii) Domain names. Regardless of who holds the registrar account, the domain name(s) for the Websites are Client's property. The New Dynamic will list Client as registrant where the registrar permits and will transfer the registration to Client on request at any time, subject to the registrar's transfer rules.
6) Intellectual Property#
(a) Deliverables. Upon The New Dynamic's receipt of full payment of all fees due for the applicable Deliverables, The New Dynamic assigns to Client all right, title, and interest in the Deliverables, excluding Background Technology and Third-Party Services. Until full payment, The New Dynamic retains ownership and Client's use of the Deliverables is a revocable license.
(b) Background Technology. The New Dynamic retains all right, title, and interest in the Services and in all Background Technology. "Background Technology" means materials, code, tools, templates, components, schemas, know-how, and other intellectual property that (i) were owned or controlled by The New Dynamic or a third party before the Services were performed; (ii) are created by The New Dynamic in connection with the Services but not invoiced to and paid for by Client; or (iii) are of general applicability and not specific to Client; together with all enhancements, modifications, and derivative works of the foregoing, whether or not created in connection with the Services.
(c) License to Background Technology. The New Dynamic grants Client a non-exclusive, irrevocable, perpetual, worldwide, fully paid license to use, copy, modify, and distribute the Background Technology solely as incorporated into and in connection with the operation of the Websites. Client may not separate Background Technology from the Websites or use it in any other product or service.
(d) Open source. Deliverables may incorporate open-source components governed by their own licenses, which take precedence over this Section as to those components.
(e) Portfolio and credit. The New Dynamic may identify Client as a client and display the Websites in its portfolio and marketing, and may include a discreet "site by The New Dynamic" credit on the Websites unless Client objects in writing. Client may withdraw this permission at any time by written notice.
7) Confidentiality#
Each party ("Recipient") will hold in confidence all non-public business, technical, financial, and customer information disclosed by the other party ("Discloser") in connection with this Agreement, whether or not marked confidential ("Confidential Information"). Recipient will not disclose Confidential Information to any third party except to its employees, contractors, and advisors who need to know it and are bound by comparable obligations, and will not use it except to perform or receive the Services. Confidential Information does not include information that (i) is or becomes publicly available through no fault of Recipient; (ii) was known to Recipient before disclosure without a confidentiality obligation; (iii) is independently developed by Recipient without use of the Discloser's information; (iv) is properly received from a third party without a confidentiality obligation; or (v) must be disclosed by law or court order, provided Recipient gives Discloser prompt notice where legally permitted. These obligations survive for three (3) years after termination, or indefinitely for trade secrets.
8) Representations and Warranties#
(a) The New Dynamic represents and warrants that (i) it is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is free to enter into and perform this Agreement; (ii) the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards; and (iii) to the extent the Services are advisory or strategic, no specific result is assured or guaranteed. Client's exclusive remedy for breach of warranty (ii) is re-performance of the non-conforming Services, provided Client notifies The New Dynamic in writing within thirty (30) days after delivery.
EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE NEW DYNAMIC MAKES NO WARRANTIES OF ANY KIND AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND COMPLIANCE WITH LAWS OR REGULATIONS APPLICABLE TO CLIENT'S BUSINESS OR THE WEBSITES. NO STATEMENT BY THE NEW DYNAMIC OR ITS CONTRACTORS NOT CONTAINED IN THIS AGREEMENT CREATES A WARRANTY.
(b) Client represents and warrants that (i) Client is free to enter into and perform this Agreement; (ii) if Client is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; and (iii) the warranties in Section 3(b) are true.
9) Limitation of Liability#
(a) Exclusion of indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, THE NEW DYNAMIC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE NEW DYNAMIC'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE FEES PAID BY CLIENT TO THE NEW DYNAMIC UNDER THE APPLICABLE SUBSCRIPTION OR SOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) Exceptions. The exclusions and cap above do not apply to a party's indemnification obligations, breach of Section 7, or liability that cannot be limited under applicable law (including liability for gross negligence, willful misconduct, or fraud).
(d) Basis of the bargain. The parties agree that the fees reflect this allocation of risk and that The New Dynamic would not enter into this Agreement without these limitations.
(e) Time limit on claims. Any claim by Client arising out of this Agreement must be brought within one (1) year after the cause of action accrues.
10) Term and Termination#
(a) This Agreement begins on the Effective Date stated in the Subscription or SOW (or, if none, on the date of Client's acceptance) and continues until terminated under this Section.
(b) Suspension for non-payment. The New Dynamic may suspend or terminate the Services if any invoice is more than fifteen (15) days past due, after giving Client written notice and five (5) business days to cure.
(c) Termination for convenience. Either party may terminate this Agreement or any Subscription on thirty (30) days' written notice. The New Dynamic will continue to deliver Services through the end of the then-current paid period. Termination does not entitle Client to a refund of prepaid fees.
(d) Termination for breach. Either party may terminate on written notice if the other party materially breaches this Agreement and fails to cure within fifteen (15) days after receiving notice of the breach.
(e) Effect of termination. Upon termination and payment of all outstanding fees: (i) The New Dynamic will deliver to Client the Deliverables and any Client Data in its possession in a standard export format; (ii) The New Dynamic will transfer to Client, or remove itself from, any accounts identified in Section 5(e) that are under The New Dynamic's control; (iii) if the Services include hosting, The New Dynamic will keep the Websites live for [30] days after the termination date to allow migration, after which it may take them offline; and (iv) any transition assistance beyond the foregoing will be billed at The New Dynamic's hourly rate. The New Dynamic has no obligation to deliver Deliverables, transfer accounts, or provide transition assistance while any fees remain unpaid.
(f) Data retention. Within ninety (90) days after termination, The New Dynamic will return or, at Client's written request, destroy Client's Confidential Information and Client Data, except for copies retained in routine backups or as reasonably required for legal, tax, or record-keeping purposes. After that period The New Dynamic has no obligation to retain Client Data and may delete it.
(g) Survival. Sections 2 (as to amounts owed), 3(f), 5(c)–(d), 6, 7, 8 (disclaimers), 9, 10(e)–(g), and 12 survive termination.
11) Changes to this Agreement#
The New Dynamic may update this Agreement from time to time. The New Dynamic will notify Client of material changes by email to Client's notice address at least thirty (30) days before the changes take effect and will post the updated version, with its version number and effective date, at www.thenewdynamic.com/info/terms-of-service/. Continued use of the Services after the effective date constitutes acceptance of the updated Agreement. If Client objects to a material change, Client may terminate under Section 10(c) before the effective date, and the prior version will govern through the end of the then-current paid period. Changes to an SOW require a signed amendment and are not affected by this Section.
12) Miscellaneous#
(a) Notices. Notices must be in writing and delivered by email with confirmation of receipt, by nationally recognized courier, or by certified mail, return receipt requested, to the addresses stated in the Subscription or SOW (or, for The New Dynamic, to ops@thenewdynamic.com and the principal business address above). Notices are effective on receipt if emailed or couriered, and three (3) business days after mailing if sent by certified mail.
(b) Assignment. Neither party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld, except that The New Dynamic may assign it to a successor in a merger, acquisition, or sale of substantially all its assets. The New Dynamic may use subcontractors to perform the Services and remains responsible for their work.
(c) Force majeure. Neither party is liable for failure to perform (other than payment obligations) to the extent caused by fire, flood, earthquake, storm, power or internet outage, failure of Third-Party Services, war, insurrection, terrorism, pandemic, government action, or other causes beyond its reasonable control, provided the affected party resumes performance within thirty (30) days after the cause ends.
(d) Governing law; venue. This Agreement is governed by the laws of the State of Delaware without regard to its conflict-of-laws rules. Any action arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in New York, New York, and each party consents to the personal jurisdiction and venue of those courts; provided that The New Dynamic may bring an action to collect unpaid fees or enforce its intellectual property rights in any court of competent jurisdiction.
(e) Jury waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(f) Attorney's fees. In any action arising out of this Agreement, the prevailing party is entitled to recover its reasonable attorney's fees and costs.
(g) Independent contractor. The New Dynamic is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. The New Dynamic is responsible for its own taxes, insurance, and personnel.
(h) Entire agreement; order of precedence. This Agreement, together with each Subscription and SOW and any data processing addendum, is the entire agreement between the parties on its subject matter and supersedes all prior proposals, discussions, and agreements, written or oral. If there is a conflict, a signed SOW controls over this Agreement as to the specific matter addressed, this Agreement controls over any Subscription description or website content, and all of these control over any purchase order, proposal, or correspondence. Terms in Client's purchase orders or vendor forms have no effect.
(i) Amendment; waiver. Except as provided in Section 11, this Agreement may be amended only in a writing signed by both parties. A party's failure to enforce a provision is not a waiver of it.
(j) Severability. If any provision is held illegal, invalid, or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.
(k) Headings. Headings are for convenience only and do not affect interpretation.
(l) Electronic signatures and counterparts. This Agreement and any SOW may be accepted electronically and executed in counterparts, each of which is an original. Electronic signatures, checkbox acceptance, and email approvals have the same effect as handwritten signatures.
(m) Freelance Isn't Free Act. To the extent The New Dynamic qualifies as a freelance worker under New York's Freelance Isn't Free Act (GBL Article 44-A) or the New York City Freelance Isn't Free Act, this Agreement and the applicable SOW together constitute the written contract required by those laws, and nothing in this Agreement waives any right The New Dynamic has under them.