Northway Service Terms (Terms of Service) Effective Date: October 29, 2025

These Terms incorporate by reference our Privacy Policy.

These Service Terms (the “Terms”) form a binding agreement between PROTOTYPES LLC d/b/a “Northway”, a Missouri limited liability company (“Northway,” “we,” or “us”) and the customer identified in an Order (defined below) (“Client,” “you”). If you accept via a checkout or order flow by clicking a box indicating acceptance, creating an account, or paying for a plan, you agree to these Terms. If you do not agree, do not use the Services.

These Terms govern the design and related creative services provided by Northway (the “Services”). These Terms are separate from and take precedence over any general website Terms of Use. If there is any conflict among documents, the order of precedence is: (1) the Order; (2) these Service Terms (including the incorporated Privacy Policy); then (3) any other Website Terms of Use.

1. Definitions “Background IP” means methods, know‑how, workflows, libraries, templates, code snippets, style guides, and other intellectual property owned or controlled by Northway before performing the Services or developed independently of the Deliverables.

“Client Materials” means content or materials you provide (e.g., text, logos, brand assets, data, credentials).

“Deliverables” means the final approved work product that Northway delivers to Client under an Order, excluding drafts, reject files, Third‑Party Materials, and Background IP (except to the extent embedded in the Deliverables as licensed below).

“Order” means an online checkout, order form, plan selection, SOW, or similar document that references these Terms and sets commercial details (fees, cadence, term).

“Third‑Party Materials” means fonts, stock assets, plugins, code libraries, open‑source components, or other materials licensed from third parties.

2. Services; Scope; Process Northway provides queue‑based creative Services. Client submits requests; Northway generally works on one request at a time unless the Order states otherwise. Turnaround timelines are good‑faith estimates and may vary with complexity and the Client’s responsiveness. Meetings, on‑site work, strategy workshops, motion/3D, engineering, or development work are out of scope unless expressly included in the Order. Northway may use vetted subcontractors and remain responsible for their work.

3. Plans, Fees, Billing, and Taxes Fees and the billing cadence are shown in the Order. Unless stated otherwise, fees are billed in advance, auto‑renew per the billing cadence, and are non‑refundable. Client authorizes recurring charges to the payment method on file. Client is responsible for applicable taxes, duties, and withholdings; amounts due are exclusive of taxes. Late amounts accrue interest at 1.5% per month (or the maximum allowed by law) and may result in suspension of the Services.

4. Term; Cancellation; Suspension; Pauses The Term starts on Order acceptance and renews per the billing cadence until canceled. Client may cancel renewal at any time; cancellation is effective at the end of the current billing period and does not entitle Client to a refund. Northway may suspend the Services for non‑payment, repeated failure to provide timely feedback or materials, security risks, or misuse. If the Services are paused at Client’s request for more than 30 days, Northway may re‑prioritize the queue and adjust timelines upon resumption.

5. Client Responsibilities Client will: (a) provide a single point of contact with authority to approve work; (b) supply timely feedback, approvals, and Client Materials; (c) ensure Client Materials are accurate, non‑infringing, and properly licensed; and (d) maintain backups of any data or content provided. Delays in Client responses extend timelines. Client is responsible for credentials it provides and will not share credentials that violate third‑party terms.

6. Deliverables; Review and Acceptance; Changes Northway will deliver concepts or drafts for review. Deliverables are deemed accepted on the earliest of: (i) Client’s written approval, (ii) Client’s first public or internal production use, or (iii) five (5) business days after delivery without a written, specific rejection explaining material non‑conformity. Change requests after acceptance may be treated as new requests under the Order.

7. Intellectual Property; Assignment Upon Payment; Background IP Upon Northway’s receipt of full and final payment of all amounts due for the applicable Deliverables, Northway assigns to Client all right, title, and interest in and to the final approved Deliverables (excluding drafts and Third‑Party Materials), subject to the licenses and restrictions in these Terms. To the extent allowed by law, Northway waives and/or agrees not to assert moral rights in the Deliverables as necessary for Client’s exploitation of the Deliverables.

Northway retains all rights in Background IP. Northway grants Client a perpetual, worldwide, non‑exclusive, royalty‑free license to use Background IP solely as embedded in the Deliverables, and only to the extent necessary for Client’s exploitation of the Deliverables. Nothing in these Terms transfers ownership of Background IP to Client.

8. Third‑Party Materials (including Fonts) Deliverables may include Third‑Party Materials. Northway will notify Client when specific production licenses are required and provide sufficient information for Client to obtain them. Client is responsible, after notice, for acquiring required licenses and complying with their terms. Open‑source components, if any, are provided subject to their licenses; to the extent of any conflict, those licenses govern your use of such components.

9. Generative AI (if used) Northway may use reputable AI tools to accelerate drafts or ideation. Northway will only deliver outputs it can license or assign under Section 7 and will not knowingly use Client Confidential Information to train public models. Client is responsible for final legal review of materials for regulated or high‑risk use cases (e.g., medical, legal, financial advice).

10. Confidentiality “Confidential Information” means non‑public information disclosed by a party that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure. Each party will (a) use the other party’s Confidential Information only to perform under these Terms; (b) protect it using commercially reasonable measures; and (c) not disclose it to third parties except to personnel and subcontractors who need to know and are bound by similar obligations. Exclusions: information that is public without breach, known without restriction, independently developed, or rightfully received from a third party. If legally compelled to disclose, a party may do so after giving notice (if legally permitted). These obligations survive for three (3) years after termination, and for trade secrets, as long as they remain trade secrets.

11. Privacy; Security; Data Northway processes personal information in accordance with the Privacy Policy (incorporated herein by reference). Client will not provide unnecessary personal data. Client is solely responsible for backing up its data and for any data it inputs into requests. Northway uses commercially reasonable administrative, physical, and technical safeguards, but cannot guarantee absolute security.

12. Portfolio & Publicity; NDA Override Northway may display Client’s name and non‑confidential Deliverables in portfolios, on websites, and in marketing materials. If the parties execute a written NDA that prohibits such use, the NDA controls. Client may opt out by written notice for future materials.

13. Warranties; Disclaimers Each party represents that it has the authority to enter into these Terms. Client represents that it owns or has rights to Client Materials and that Client Materials do not infringe or violate third‑party rights. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT.

14. Indemnification (a) By Client. Client will defend and indemnify Northway and its affiliates, officers, members, employees, and contractors against third‑party claims, damages, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Client Materials; (ii) Client’s use of Deliverables contrary to these Terms or applicable law; or (iii) Client’s failure to obtain required Third‑Party Materials licenses after notice.

(b) By Northway. Northway will defend and indemnify Client against third‑party claims alleging that the final approved Deliverables (excluding Client Materials, Third‑Party Materials, or Client changes) infringe U.S. intellectual property rights. Northway’s obligations are conditioned on Client promptly notifying Northway in writing, giving Northway sole control of the defense and settlement, and providing reasonable assistance. For any such claim, Northway may (1) modify the Deliverable, (2) procure a license, or (3) if neither is commercially reasonable, refund the fees paid by Client for the impacted Deliverable. This Section states Client’s exclusive remedy for IP infringement.

15. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, REVENUE, OR DATA), EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (i) A PARTY’S INDEMNIFICATION OBLIGATIONS; (ii) CLIENT’S PAYMENT OBLIGATIONS; OR (iii) A PARTY’S BREACH OF CONFIDENTIALITY, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMSSHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO NORTHWAY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

16. Independent Contractor; Non‑Exclusivity; Subcontractors Northway is an independent contractor and the parties are not partners, agents, joint venturers, or in an employment relationship. The Services are non‑exclusive. Northway may use subcontractors and remains responsible for their performance.

17. Force Majeure Neither party is liable for delays or failures due to causes beyond its reasonable control, including acts of God, labor disputes, epidemics, war, governmental action, utility or internet failures, or third‑party service disruptions.

18. Governing Law; Venue These Terms are governed by the laws of the State of Missouri, without regard to conflicts principles. The parties consent to exclusive jurisdiction and venue in the state courts of St. Charles County, Missouri, or the U.S. District Court for the Eastern District of Missouri, and waive defenses of lack of personal jurisdiction and forum non conveniens. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

19. Notices Notices to Northway must be sent to hello@northway.agency. Notices to Client may be sent to the email provided in the Order or account settings. Notices are deemed given when sent by email, except for notices of claims or indemnification, which must also be sent by a commercially recognized overnight courier and are deemed given on receipt.

20. Electronic Communications; E‑Sign Client consents to receive electronic communications and agrees that all agreements, notices, and records provided electronically satisfy legal requirements for written communications. Client agrees to transact electronically, including acceptance via checkbox and payment submission.

21. Assignment Client may not assign or transfer these Terms, by operation of law or otherwise, without Northway’s prior written consent, except to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets that is not a competitor of Northway and that assumes these Terms. Northway may assign these Terms to an affiliate or in connection with corporate reorganization or sale of business.

22. Changes to Terms We may update these Terms from time to time. Material changes will become effective on the next renewal term of your current Order. If you do not agree to the updated Terms, you must cancel prior to renewal. Updates will be posted at the linked URL in the checkout flow.

23. Entire Agreement; Order of Precedence; Severability; Waiver These Terms together with the Order constitute the entire agreement and supersede prior agreements on the same subject. If any provision is unenforceable, the remainder remains in effect. A failure to enforce any provision is not a waiver. Headings are for convenience and do not affect interpretation. In the event of conflict, the Order controls over these Terms.

24. Survival Sections 5–7, 8–15, 17–21, 23–24 survive termination or expiration.