Marketing & Brandings

Introduction

These Terms and Conditions for Marketing and Branding (“Marketing & Branding Terms”), as applicable from time to time, set forth the general terms and conditions for marketing and branding of services (“Services”) provided by "Newme Brand" "newme" (“NewmeFace”, “we”, “us”, “our”), to be marketed by a marketer, influencer or Home business partner (“Partner”) in connection with resale, distribution or other collaboration with us under a marketer agreement (the “Marketer Agreement”).

Under these Marketing and Branding Terms and the Marketer Agreement, the Marketer is granted a limited right to use certain trademarks of "newme", as specifically defined herein (collectively the “Trademarks”) strictly in accordance with said terms.

These Marketing and Branding Terms are an integrated part of the Marketer Agreement, and are supplemented by other supplementary contract terms which form part of the Marketer Agreement.

Marketing and Branding of the Services

The Services are provided under brand names determined by "NewmeFace for newme," which brand names constitute Trademarks of newme and/or its licensors. The Partner acknowledges that newme shall at all times retain ultimate discretion to determine the branding of the Services, and shall have the unfettered discretion to alter such branding and subsequently to alter, replace or remove one or more of the Trademarks forming part of such branding.

The Partner undertakes that it will only market the Services under the brand names determined by newme or the company NewmeFace. In no event may the Partner or Marketer(i) market the Services under other brand names, or (ii) market the Services under the brand names determined by NewmeFace in combination with any other trademark, trade name, domain name, word or symbol, “tag line”, “endorsement line” or “enhancing statement”, whether owned by the Partner or a third party, including co-branding, double-branding or other combinations. Any exceptions require prior express written approval from NewmeFace Incorporated.

When marketing the Services, the Partner, Marketer, or influencer shall only use approved marketing materials provided by NewmeFace for such purpose.

The Partner or Marketer may only use the brand names, logo and banners provided from the marketers, influencers or partner's dashboard. The marketers, partners or influencers may use other materials outside of newme or NewmeFace platforms, but cannot use the company logo in any forms on these materials without having prior consents of NewmeFace's administrator.

Our logo and Brand name "newme or NewmeFace" can only be used on services in print, online advertising and marketing materials to promote our services and products ONLY when it is explicitly fully approved by NewmeFace company authorized administrator. 

The use of the brand names of the services and software provided as part of the services requires prior express written approval from NewmeFace. In case of any such approval, all use shall be in compliance with the Newme Marketing Guidelines.

Use of Marketer trade names and trademarks

The Marketer grants to newme  a right to use the Partner’s trade name and trademarks and refer to the Partner as a reference partner in customer listings and other marketing documentation and activities relating to the services, provided that such use is in accordance with good business practice and in a manner to promote the reputation and goodwill of said Marketer trade name and trademarks.

Property rights and obligations of the Partner

NewmeFace is the exclusive owner of the Trademarks newme which may be used by the Marketer hereunder. The Marketer may only use such Trademarks in accordance with the restrictions and limitations set forth in these Marketing and Branding Terms. Neither these Marketing and Branding Terms nor the Partner’s use of such Trademarks shall convey to the Partner any right or title to said Trademarks or affect in any way the exclusive ownership of newme of said Trademarks and of any registrations thereof, and all use of such Trademarks and all goodwill arising therefrom shall be for the sole benefit of and on behalf of newme. No rights are assigned with respect to the said Trademarks.

The Partner acknowledges and undertakes to respect NewmeFace ownership to the Trademarks and the validity of the applications and registrations for the Trademarks. The Partner undertakes to preserve the value and validity of the Trademarks and will not commit any act which challenges Newme ownership to or the validity of the Trademarks or which assists any other person in such act.

To this effect the Partner shall:

    • Only use the Trademarks in relation to marketing of the services as permitted hereunder and strictly in accordance with these Marketing and Branding Terms, the Partner Agreement, the Newme Marketing Guidelines referred to herein and any other instructions provided by Soundtrack from time to time;
    • Not use, register or seek to register any trademark, trade name, company name, domain name, or user name or user group or other identification means in social media sites (e.g. Facebook, LinkedIn, X or Twitter, TikTok, Instagram or any other medium), which is identical to or similar to any of the Trademarks or any other corporate trade mark of newme or its licensors, or derivative thereof, whether alone or together with any other mark, name, word, logo or symbol,, whether during or after the term of the Partner Agreement, in any country throughout the world;
    • Not represent or act as agent for NewmeFace or newme or its licensors, and shall have no authority to act in the name of, or on behalf of, or enter into any agreement or other commitment on behalf of newme or its licensors, or give any condition or warranty or make any representation on newme’s Trademark or its licensors’ behalf; and
    • Not challenge the validity, scope of protection or ownership of "newme" to the Trademarks.

Trademark infringements

The Partner or Marketer shall notify "newme" promptly upon becoming aware of any actual or suspected infringement of any Trademark, any action by any third party challenging any Trademark or any claim by any third party that use of a Trademark infringes any third party rights.

Newme may, in their sole discretion and at their own expense, bring or cause to be brought any prosecution, lawsuit, action or proceeding for infringement, unauthorized use, interference or violation of/with any Trademark, and the Partner or Marketer shall not be entitled to take any such actions against any third party unless it has received Newme’s prior written consent and the Parties have agreed on terms under which such action will be conducted. The Partner shall provide all information and assistance to Newme in the event that Newme decides that proceedings should be commenced or defended. Any such proceedings shall be under Newme’s control and any recovery obtained shall accrue solely to the benefit of Soundtrack.

Limitation

The limitations of liability set forth in the Partner Agreement shall apply also to these Marketing and Branding Terms.

Indemnification

The Partner agrees to indemnify, defend and hold Newme and its licensors, their respective affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys’ fees, resulting from a violation or breach of these Marketing and Branding Terms by the Partner.

Term and termination

These Marketing and Branding Terms shall be valid during the term of the Partner Agreement. Immediately upon the termination or expiry of the Partner Agreement, the Partner shall (i) discontinue all use of the Trademarks, and (ii) at newme’s option, destroy or return to newme all marketing materials and other materials containing the Trademarks.

Choice of law, dispute resolution

These Marketing and Branding Terms and any dispute or claim (whether contractual or otherwise) arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with Canada substantive law. The Parties irrevocably agree that the courts of Canada shall have exclusive jurisdiction to settle any dispute, controversy or claim arising out of or in connection with these Marketing and Branding Terms or a breach, termination or invalidity thereof.