NEWM

Terms of Service

Last updated: September 12, 2023

These NEWM Terms (these “Terms”) constitute a legally binding agreement made between NEWM (or the “Company”) and you (or the “User”), concerning User access to the NEWM.io website (the “Site”) as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

The Site is an online website service accessible at https://newm.io (and any derivatives thereof) that permits an end user (thereafter the “User”):

to use and navigate the Site;
to upload and distribute their music with NEWM to music streaming platforms and potentially earn an income stream based on the royalty payments derived from the licensing or other commercialization of the original sound (audio-only) recording embodying the master recording of the song (the “Recording”), from solely on on-demand digital service providers or “DSPs,” as such term is commonly used in the music industry. Such users shall be referred to as “Artists;”
to buy or sell music stream tokens, allowing users to co-own songs next to the artists that made them, and to earn future streaming royalties together. Any exchange of stream tokens is governed by the respective stream token purchase agreement between Artist and User, and, for the avoidance of doubt, NEWM is not a party to such agreement.

Collectively, these shall be referred to as the “Services.”

You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Site and you must discontinue use immediately.

Supplemental terms or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. NEWM reserves the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. NEWM will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Site after the date such revised Terms are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject NEWM to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

DEFINITIONS

Definitions and Defined Terms. The terms defined in the preamble and recitals have their assigned meanings, and each of the following terms has the meaning assigned to it.

“Artist” shall mean a User that uploads and distributes their music through NEWM.
“Blockchain Fees” shall mean fees for each transaction that occurs via a decentralized blockchain network to fund the network of computers that run such a network.
“Digital Tokens” shall mean any digital representation of value created using the blockchain technology and which is supported by NEWM, such as NEWM’s native token Ɲ, or $ADA.
“Disputes” shall mean any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof of the Stream Tokens transaction.
“DSPs” shall have the meaning set forth in the preamble. DSPs, for example, include, without limitation, Apple Music, Spotify, Amazon, and Tidal.
“NEWM” or the “Company” shall mean the third-party music streaming marketplace for artists and music lovers, owned and operated by Basebeat, Inc., a company duly formed in the Republic of Seychelles.
“NEWM Token” shall mean any token emitted or distributed by NEWM such as NEWM’s native token Ɲ.
“Recording” shall have the meaning set forth in the preamble.
“Stream Token” shall mean a digital record minted on a blockchain amalgamated with this Recording of the Artist and which entitles the holder to a specified portion of the Artist’s percentage of Streaming Royalties, as set forth herein. Each Stream Token is a fungible token derived from the Recording.
“Streaming Royalties” shall mean an income stream based on the interactive-based royalty payments derived from the licensing or other digital commercialization (i.e., digital downloads) of the Recording solely on DSPs. For avoidance of doubt, Streaming Royalties exclude any royalties derived from any non-digital assets, which include, without limitation, any asset that is physical in nature, any so-called performance income from the Recording, or any publishing income from the underlying composition.
“User” shall mean any individual who accesses and uses the Site as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, also the “Site”).
“Wallet” shall mean a cryptocurrency wallet compatible with Digital Tokens supported by NEWM, such as NEWM’s native token Ɲ, or $ADA.

1. Use of the Site

1. 1. Eligibility: NEWM exclusively grants access to Site to users who are legally capable to enter into agreements and establish contractual obligations as recognized by relevant laws. The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to register for or use the Site.
  2. Access to the Site for International Users: International Users who are located in a region outside the Republic of Seychelles, where the Site is hosted, should take into consideration the different laws or regulations relating to the personal data collection, storage and disclosure that are valid in the Republic of Seychelles and which might differ from the Users home country.
  3. Compliance With Terms and Applicable Law: The use of the Site requires that the User complies with all applicable laws and the rules and policies in these Terms.
  4. License for the Use of the Site: The Site makes available to the User technology and any other type content, which belong solely and exclusively or are licensed to the Company and include without limitation, the intellectual property and associated rights, any trademarks and copyrighted works, but exclude Artist Submissions and any intellectual property rights as defined in the Token Streaming Agreement in, inter alia, the Recording or the Artist’s name or likeness. Furthermore:
    1. The rights, titles, or interests in and to the technology and content are not licensed to User by these Terms or any other means.
    2. The Site may be accessed and utilized by the User only for its intended purpose, subject to compliance with these Terms and the limited and revocable license provided to this extent by NEWM. NEWM reserves the right to withdraw the license in its sole discretion.
    3. NEWM reserves the right to block access to the Site from certain IP addresses and unique device identifiers.
    4. The User is limited to collecting and utilizing the information on the Site for reasons intended by NEWM and the creative work produced by the User and not that of a third party or of NEWM. Any copying or downloading of the Site is prohibited, except if this relates to page caching. Furthermore, the User is prohibited from removing, modifying, or obfuscating any copyright, trademark, service mark, patent, or other proprietary notices displayed or included with the Services.
  5. Account Creation
    1. Users may be required to register with the Site. User agrees to keep the password confidential and to be responsible for all use of the account and password. NEWM reserves the right to remove, reclaim, or change a username you select if NEWM determines, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
    2. The account is strictly personal and cannot be shared with third parties and all account activities are considered to belong to the user. Any sharing for profit of such access rights to third parties is prohibited, unless explicitly allowed in writing by NEWM.
    3. The User shall keep the account login data strictly confidential and away from third party access so that only the User has access to the account. It is prohibited to login into the Service via unauthorized third party applications.
    4. The User bears the exclusive responsibility for any third party account breach, any related changes or damages to the user’s account. Furthermore, any such breach must be communicated immediately to NEWM. NEWM bears no responsibility for any third party access, whether authorized or unauthorized by the User.
    5. The User agrees that, after an account termination from NEWM, the creation of a new account is prohibited unless explicitly permitted in writing by NEWM.

2. Rules for Use of the Site

Restrictions: The User may not access or use the Site for any purpose other than that for which NEWM makes the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by NEWM.

As a User of the Site, you agree not to:

systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
use a buying agent or purchasing agent to make purchases on the Site;
use the Site to advertise or offer to sell goods and services;
circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Site and/or the content contained therein;
engage in unauthorized framing of or linking to the Site;
trick, defraud, or mislead NEWM and other users, especially in any attempt to learn sensitive account information such as user passwords;
make improper use of our support services or submit false reports of abuse or misconduct;
engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site;
try to access in any way the Service, including the server on which it is hosted, or any server, computer, or database connected to the Service, in order to hamper or damage or disrupt it;
use any meta tags or concealed text or metadata that incorporates a NEWM logo URL, trademark, or product name without obtaining the express written consent of the company;
attempt to impersonate another user or person or use the username of another user;
sell or otherwise transfer your account and/or profile;
use any information obtained from the Site in order to harass, abuse, or harm another person;
use the Site as part of any effort to compete with NEWM or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise;
decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site;
attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site;
harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you;
delete the copyright or other proprietary rights notice from any content;
copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);
upload or transmit content which:
1. is violent, misappropriate, or an intrusion upon the intellectual property rights of a third party, including patents, copyrights, trademarks, trade secrets, moral rights, or rights of publicity or privacy; or
2. incites or promotes conduct that is in violation of any applicable laws or regulations or could lead to civil liability; or
3. contains false, fraudulent, pretended, or distorted information; or
4. contains offensive, defamatory, indecent, pornographic, vulgar, or obscene material; or
5. advocates or fosters discrimination, hatred, racism, sexism, bigotry, harassment, or harm against individual(s) or group(s); or
6. is characterized by violence or threats, or promotes violent behavior or actions that pose a threat to others; or
7. endorses or facilitates illegal or harmful actions or substances, including but not limited to undertakings that provide instructions or guidance on the production or acquisition of illegal weapons or substances;
except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software;
disparage, tarnish, or otherwise harm, in our opinion, NEWM and/or the Site or use the Site in a manner inconsistent with any applicable laws or regulations.

Furthermore, User agrees to or acknowledges the following:

Privacy Policy: By using the Site and/or Services, User consents to NEWM gathering, utilizing, and disclosing the User’s personal information, as outlined in NEWM’s Privacy Policy in the Site and as updated from time to time.

Monitoring: NEWM reserves the right, but is not obliged, to monitor all transactions and communication on the Site, and to cancel a transaction or undertake any other measure to limit the access to or the availability of any content that may be deemed questionable. In doing so, NEWM shall bear no liability towards User or any other party involved.
Rules relating to Digital Wallets and Tokens: NEWM uses blockchain technology to emit and distribute Digital Tokens as a digital representation of value. These tokens may be distributed via digital Wallets to the Users, who may manage them per their own discretion but according to their respective technical characteristics. Such characteristics might pose restrictions or risks of which the Users must be aware and remain updated. The use of the Site implies that the User accepts and acknowledges the following risks:
1. Digital Tokens such as the NEWM Token, are subject to increased price volatility, out of NEWM’s control, which may result in the loss of value. This should be taken particularly into consideration if staking on NEWM’s stake pool.
2. The tokens are distributed to a digital wallet, provided by the User and compatible with NEWM Tokens. The wallet should be set up by the User at their own discretion and responsibility. The wallet belongs to the user and, as such, NEWM neither; (a) has any control or access to it or its contents, nor (b) is responsible for its set-up, operation and management, or any related issues, which should be addressed by the User directly with the wallet provider.
3. Any token transactions triggered through the use of the Services are entirely at the User's own risk. These include, but are not limited to:
  1. irreversibility of transactions (transactions when concluded are registered on a ledger that cannot be altered therefore transactions cannot be reversed);
  2. any changes to the underlying blockchain protocol or network;
  3. fraudulent actions that affect the transactions or the User’s wallet, including, but not limited to, the permissionless third-party access of the User’s wallet, hacking, theft of private keys, attacks, malicious software; and
  4. regulatory developments that may negatively affect might affect the utility of the NEWM Token or the services offered.
4. NEWM holds the exclusive right to make any changes or discontinue the issuance of NEWM Tokens, or other tokens issued by NEWM, if any such risks materialize, an action which shall in no case provide grounds to a claim against NEWM. NEWM does not represent, warrant or undertake to buy back, redeem, burn or provide any other similar features in relation to NEWM Tokens or other Digital Tokens associated with NEWM but may do so at its own discretion and without being required to notify the User.
5. NEWM underlines that the above stated is not legal, financial, tax, investing, or accounting advice and should not be considered as such, but are exclusively intended for informational purposes.
6. By accepting these Terms the User acknowledges and agrees that any NEWM and any other Digital Tokens or assets that the User receives as part of the Services is never to be considered as an ownership interest, equity, and/or security in NEWM, or loan or capital contribution or investment in NEWM or any affiliates and do not constitute the User an agent or fiduciary of NEWM or its employees or affiliates. Furthermore, Digital Tokens can never be considered as a debt or liability that NEWM owes to the User, any kind of financial derivative, a contract of difference, any kind of financial instrument or commodity.
Interactions between Users: User interactions, including any disputes that may arise with other NEWM‘s Users, are solely under the responsibility of the User. When using NEWM‘s Service, or engaging with any other content provided through the Service, the User does so at own discretion, assuming all associated risks. NEWM EXPLICITLY DISCLAIMS ANY AND ALL LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH SUCH ACTIVITIES.
As part of ensuring compliance with the rules and policies outlined in these Terms, NEWM reserves the right to contact Users in accordance with applicable laws. In doing so, NEWM aims to assess adherence to rules and policies complying with law and the User agrees to support NEWM in investigating any suspected instances of unlawful, fraudulent, or improper activity through the Service.
Interactions between Users and NEWM: NEWM may in various occasions reach out to the User through the web-based platform or email address provided during the registration process, or other means of communication provided through or registered by the User on the Site in order to effectively deliver services. These communications may serve various purposes, such as discussing the aspects or quality of Audio-Content (defined below), or addressing any questions that may have been raised.

3. User Representations

To enter into this agreement, the User represents and warrants:

all registration information the User submits will be true, accurate, current, and complete; User will maintain the accuracy of such information and promptly update such registration information as necessary;
to have the legal capacity and to comply with these Terms;
the User is not a minor in the jurisdiction they reside;
the User will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; you will not use the Site for any illegal or unauthorized purpose and that the use of the Site will not violate any applicable law or regulation.
if the User provides any information that is untrue, inaccurate, not current, or incomplete, NEWM has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

Specifically, the Artist represents and warrants:

That the Artist owns or controls all recordings, including any third-party content incorporated within, artwork, metadata, video, images, visuals or audiovisuals, and any other materials provided to NEWM or linked to the recordings.
That the Artist uses such content as stipulated or envisioned in this agreement, on the Site, or on the websites of DSPs, where they have been distributed, in a way that will not violate the trademark rights, publicity rights, copyrights, moral rights, or any other rights of any individual or entity, according to the laws of any jurisdiction.
That NEWM is authorized to utilize these contents in accordance with these Terms, without any conflicting claims or obligations to compensate in any way any individuals or entities, except for the specified amounts due to the Artist as defined in this agreement.

4. User Generated Contributions

The Site may invite the User to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to NEWM or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. If you create or make available any Contributions, you represent and warrant to NEWM as follows:

the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe proprietary rights, including but not limited to: the copyright, patent, trademark, trade secret, or moral rights of any third party;
you own or control all rights in and to the User Contributions or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms;
you have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms;
none of your Contributions are false, inaccurate, or misleading;
none of your Contributions are unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation;
none of your Contributions are obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us);
none of your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone;
none of your Contributions advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another;
none of your Contributions violate any applicable law, regulation, or rule;
none of your Contributions include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap;
none of your Contributions otherwise violate, or link to material that violates, any provision of these Terms

Any use of the Site in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Site.

5. Artist Submissions

Definition: “Artist Submissions” refer to, but not limited to, any content, encompassing text, data, graphics, images, video or audio content, hypertext links, and other information that Artists upload, convey, or submit to the Site. The term “Artist Submissions” distinguishes between "Audio Content" and "Non-Audio Content" recording embodying the master recording of the song:

Audio-Content denotes the recording embodying the master recording of the song (the “Recording”) and any audio content, that the Artist uploads to the Service with the intention of utilizing NEWM’s Distribution Service and which belong to the Artist with formats such as, but not limited to, .wav, mp3, and others supported by NEWM’s Service. It also encompasses any accompanying metadata or relevant information directly associated with the content, such as song name, genre, Artist’s name or likeness. For the avoidance of doubt, the term Recording excludes remixes or derivative works of the Recording which are considered separate content;
Non-Audio-Content pertains to content other than audio, including text, data, graphics, images, phoTerms, or any other information that Artists upload, transmit, or submit to the Site. This category specifically excludes Audio-Content;
NEWM reserves the right to reject any Artist Submission, in its sole discretion.

License to Artist Submissions: Artist grants NEWM a limited license to use the Artist Submissions and to distribute the Recordings, which includes, but is not limited to, permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming, and cloud services, and which is subject to the features and consents granted by the Artist or a third party to the relevant DSP(s) through which the distribution of the relevant Recordings has been launched.

For all Audio-Content that the Artist submits through the Site, the Artist grants to NEWM a restricted license to host, distribute, listen to, and adapt the Audio-Content exclusively for achieving the realization of the Services. The Artist’s prior consent is obligatory in order for NEWM to distribute the Audio-Content. These permissions can be managed in the relevant settings menu or by contacting NEWM through email at “[email protected]”.

For all Non-Audio-Content that the Artist submits through the Site, the Artist grants to NEWM a license, that is perpetual, non-exclusive, transferable and royalty-free, to license and sublicense, utilize, copy, adapt, publish, transmit, broadcast, and exploit the said Non-Audio-Content through any media or method.

Artist Responsibilities: By accepting these Terms and using the Service, the Artist accepts full responsibility for all Artist Submissions uploaded to the Service. Artist hereby represents and warrants the following:
1. The Artist exclusively owns all Artist Submissions or possess the necessary rights, permissions, and licenses from any third-party holding rights to the Artist’s Submissions;
2. No third party's patent, copyright, trademark, trade secret, moral rights, intellectual property rights, rights of publicity or privacy, contract rights, will encroach upon, misappropriate, or violate any or lead to the breach of any applicable law or regulation by the or by the use of Artist Submissions or part thereof.
3. The Artist agrees not to employ the Site in any manner that would infringe upon the rights of any third party, including but not limited to intellectual property rights. NEWM retains the right to cease User accounts, in cases where Artists are found to have infringed upon, or possibly have, or been charged with infringing the rights of copyright holders.
4. Third Party Obligations: Any obligations relating to paying any kind of licenses from copyright owners or/and agents, to be able to exploit their rights on musical arrangements and procuring any mechanical, public performance and digital recording rights are placed solely to the Artist. The Artist will also be responsible to reimburse loyalties deriving from the Recordings to any person involved in the making thereof.

6. Offered Services

1. Uploading a Recording: Users may upload a Recording and supplemental metadata or relevant information directly associated with the content. The uploading of the Recording is considered an intermediate step in the submission of a Recording, which is only final after the User has distributed and minted the Recording. NEWM reserves the right to delete any files that are only uploaded without being distributed or minted and are saved temporarily to the user’s account after three months. Neither NEWM nor its affiliates may claim any ownership rights over such content. The User may, in its own discretion, decide how to distribute or take advantage of it, needs to ensure compliance with any relevant third-party permissions, if such exist, and is responsible to attain any required permissions.
2. Minting a Recording: Minting a song will create a NFT that reflects ownership, makes streaming royalties available for purchase, and enables royalty distribution to User accounts. The User will be awarded through it 100% ownership of the song minted, meaning the total outstanding Stream Tokens. To mint a song the User will need to indicate the IP rights owners and to connect a Wallet to the User account that is compatible with NEWM Tokens. The User will receive in the indicated Wallet the NFT that may be managed at the User’s discretion in accordance with these Terms and the Stream Token Purchase Agreement.

Distribution Service: NEWM will offer to Artist a Distribution Service, through which Artist may distribute and release Audio Content. The distribution will take place via EVEARA (a third-party SaaS solution for digital music distribution), subject to their Terms and the Music Distribution End User Agreement that the User must accept separately to these Terms. NEWM will have exclusivity in distribution over the Recording uploaded through the Service. Furthermore, it is at the discretion of NEWM to choose a DSP for sharing Artist Content to streaming platforms and to change, add more or discontinue such partnerships. The Artist must accept the Terms and Conditions of the DSP to use the Services.

Collaborators Feature: NEWM offers Users the possibility to indicate collaborators and their ownership percentage to a Recording. This extends to allocating a portion of income to other eligible NEWM User accounts, the “Collaborators," using the "Split with Collaborators" feature.
Buy/Sell of Stream Tokens: Newm offers a peer-to-peer marketplace for the sale of Stream Tokens allowing users to co-own songs next to artists and to earn future streaming royalties. Any exchange of stream tokens is governed by the respective stream token purchase agreement between Artist and User on the marketplace, and, for the avoidance of doubt, NEWM is not a party to such agreement. The parties are solely responsible for conforming with technical requirements, such as connecting their wallet and making sure that the wallet can support the respective Tokens.

7. Digital Release Codes

Complimentary Digital Release Codes, designated exclusively for own use, will be in the Artist’s disposal from NEWM. These codes are EAN (European Article Number) or UPC for the overall release and ISRC for the individual track. A user can provide their own codes or NEWM is able to auto-generate EAN and ISRC codes, but not UPC. The transferring or selling thereof is not allowed and breaching of this clause will result in a fine of xxx€/$ per item transferred/sold any any profit made thereof. NEWM reserves the right to automatically withhold the amount of the fine from any receivables owned to the User or to charge the User’s registered payment method.

8. Payment Terms

1. Site Transactions: NEWM utilizes a web3 Wallet solution to handle all payments made on the Site. Users will need to associate a compatible Wallet with their NEWM account. Accordingly, all streaming royalties from streaming services will be distributed to each owner’s in-app Wallet upon claiming the royalties, in the form of NEWM Tokens.
  1. As the Wallet belongs to a third-party provider, the User is required to deliver accurate and complete wallet details and agree to abide by the terms and conditions set forth by this third-party provider. NEWM is not responsible for any payment through the Wallet. For any payment-related questions or concerns, the User should directly contact the third-party provider. The User is also responsible for appropriately updating the Wallet details in the account settings.
  2. Please note that as this is a web3 Wallet - all purchases and payments are final, and no refunds or cancellations will be supported.
2. NEWM Rewards: NEWM Rewards are based on a tiered lockup system and are set up in a way to support the NEWM community. Each tier will unlock various benefits for Users, such as enabling ticket sales for physical events or pushing their artists' promotional content to NEWM free-subscription users. NEWM reserves the exclusive right to define any such benefits, which are individual, non-commercial and do not bestow to the User, unless otherwise specified, any rights of ownership, intellectual property or copyright in respect of User content uploaded on the platform. NEWM withholds the right to discontinue, change, review and issue new types of Rewards. Users are solely responsible for claiming the rewards and can do so for a period for up to two years after first emitted, after which they expire.
3. Credit Card Payments: Access to the basic functionalities of the platform will be available via credit card to facilitate mass adoption and fuel further growth to users outside of the cryptocurrency space.
4. Payment of Streaming Royalties: NEWM will credit every three months to the User’s wallet an amount equivalent to one hundred percent (100%) of the net income received by NEWM from the DSPs, excluding (i) any taxes, fees, or charges related to the sale of the Recordings and/or payment transfers to the User, and, (ii) if applicable, any revenue paid to any collaborator of the Recording through the "Collaborators" feature. Net income will be credited in NEWM Tokens and it will be equivalent to the amount of the fiat currency received based on the exchange price on the day of the disbursement to the user’s account. The amount once credited, will be available for full or partial withdrawal at the User’s discretion. Please note that the User is liable for any bank fees, exchange fees, or charges associated with such withdrawals.
5. Payment of Fees: By accepting these Terms, the User acknowledges that all Recordings uploaded, minted and distributed by NEWM to DSPs involve a fee, which must be paid for through the User’s Wallet. The User is solely responsible for paying such fees.
  1. NEWM will charge a one-time fee for distributing the song. Users may choose between paying a fee per song distributed or buying a yearly package with a flat rate for unlimited songs. The minting fee for every song will be in addition to the above and must be paid in $ADA from the User’s Wallet.
  2. Please note that NEWM may modify these fees periodically without prior notification. Fees will be non refundable unless NEWM is legally required to do so.
  3. Blockchain Fees: It is explicitly stated that NEWM has no control of any Blockchain Fees and will have no liability for any claims or damages that may arise as a result of any transactions of the Stream Tokens.
  4. NEWM reserves the right to deduct all or a portion of the amounts that the User might owe to NEWM, such as any applicable taxes and any charges associated with the offered Services, from the Streaming Royalties payable to the User.
6. Payment to Collaborators: To assign royalties to a collaborator of the Recording, the User must (i) indicate, when uploading a Recording for distribution, the IP rights holders and their percentage of streaming royalty rights and (ii) provide the Company with the email address associated with each Collaborator's account. The Collaborator(s) will then receive a notification including the details of the IP rights indicated, which they must confirm in order to receive their share of royalties. If an ineligible NEWM account or email address is indicated, or the notification is not confirmed by a Collaborator, or is deemed invalid, the User will not be able to conclude the process of uploading the Recording.

9. NO WARRANTY BY NEWM

THE USE OF THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, NEWM EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (OTHER THAN THE SPECIFIC UTILITY AS DESCRIBED HEREIN, NAMELY, THE ATTRIBUTION OF THE STREAMING ROYALTY SHARE), QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NEWM MAKES NO WARRANTY THAT THE SITE WILL MEET USER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NEWM MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT OR SERVICES ON THE SITE OR ANY REFERENCE SITES.

NEWM WILL NOT BE RESPONSIBLE AND IS NOT LIABLE TO USER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO USER FOR, ANY USE OF THE SITE, THE CONTENT, SERVICES, OR ANY DIGITAL TOKENS LISTED THEREIN, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (IV) UNAUTHORIZED ACCESS TO SITE; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, OR OTHER MEANS OF ATTACK TO GAIN ACCESS TO SITE.

DIGITAL TOKENS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR AS ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH NEWM DOES NOT CONTROL. NEWM DOES NOT GUARANTEE TO BE ABLE TO AFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL TOKEN. PURCHASER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS PURCHASER PURCHASES THROUGH THE NEWM SITE.

NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, NEWM MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE SITE OR ANY PURPORTED SUBSEQUENT TRANSACTIONS.

NEWM IS NOT: RESPONSIBLE OR LIABLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE DIGITAL TOKENS. NEWM IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING SUCH TOKENS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO PURCHASER.

10. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER NEWM NOR ITS SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS ARE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE SITE, SERVICES, PRODUCTS OR ANY COMPANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NEWM OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL NEWM’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE SITE, SERVICES, PRODUCTS OR ANY COMPANY CONTENT EXCEED THE PURCHASE PRICE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NEWM AND USER.

11. Indemnification

User shall defend, indemnify, and hold NEWM and its affiliates, and their respective, directors, members, officers, employees, agents, and other representatives harmless from and against any and all claims, actions, suits, proceedings, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party against NEWM, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) any access to or use of the Site or Services by User; (b) any violation by User of these Terms; (c) any misrepresentation made by User; (d) any material posted or otherwise provided by User that infringes any copyright, trademark, trade secret, patent, or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy.

12. Termination of the Use of the Site

Both User and NEWM have the right to terminate the use of the Services. The User may discontinue the use of the Services at any time and the termination takes effect upon closing the NEWM account. NEWM retains the right to terminate a User’s access to the Services under the following circumstances: (i) the User breaches any material portion of this Agreement; or (ii) the User engages in any unlawful activity related the Use of the Site; or (iii) the control of NEWM changes; or (iv) discontinuation of the Services or a portion thereof by NEWM; or (v) cessation of operations by NEWM. In its sole discretion, NEWM may also choose to interrupt, terminate, or deny access to the Service for any reason, or may take other measures.

The User also comprehends and agrees that upon termination for any reason, except as otherwise specified, (a) the User has no further permits or rights under: these Terms or the Stream Token Purchase Agreement; (b) NEWM isn’t obligated to provide the Service to the User and it will not be held accountable to the User or any third party for this termination; (c) content, materials, and information (including User Submissions) submitted via the Service will no longer be accessible to the User; and (d) the User’s obligations arising from any User misrepresentation, breach of warranty, or breach of covenant survives termination.

13. Links to Third-Party Websites or Resources.

Any third-party services included in the service offered by NEWM are governed by their individual terms of service. NEWM may provide access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. The User acknowledges sole responsibility for and assumes all risk arising from User’s use of any third-party resources. Furthermore, the User agrees to conform with these Terms in the event those are incompatible with any third-party terms.

14. Compliance with copyright

NEWM abides by Copyright Laws , such as the Directive 2000/31/EC of the European Parliament and the Directive (UE) 2019/790 of the European Parliament and/or to section 17 U.S.C. 512(c)(3) of the Digital Millennium Copyright Act (“DMCA”) and expects its users to act accordingly. NEWM Users are responsible for the Content uploaded in the Site and to make sure that such content shall not infringe the Intellectual Property Rights of any third party. If such an infringement takes place, or considered to, NEWM reserves the right to terminate the relevant User accounts. Copyright owners or agents, who deem that any User Content or Third Party Content infringes upon your copyrights or intellectual property rights, may submit a notification pursuant to the above legislation in writing to us at “[email protected]”.

15. Governing Law and Forum Choice.

This Agreement and any action related thereto will be governed by and construed in accordance with laws of the Republic of Seychelles, without regard to its conflict of law provisions. The exclusive jurisdiction for all disputes arising from these Terms or the use of the Distributor Sites and any disputes between the User and NEWM arising from this Agreement will be the appropriate courts located in the Republic of Seychelles, and NEWM and User each waive any objection to jurisdiction and venue in such courts.

16. Miscellaneous

1. Notices: Any notices or other communications provided by NEWM under this Agreement shall be given by contacting the User at the contact information the User has provided on the Site. The User is responsible to update such contact information. The User may give notice to NEWM by contacting NEWM at the contact information provided on the Site. Notice is effective upon receipt.

Assignment. NEWM may assign this Agreement or any of NEWM’s rights under this Agreement and delegate NEWM’s obligations hereunder, in whole or in part. The User shall not (i) assign this Agreement nor User’s rights under this Agreement; or (ii) delegate User’s obligations under this Agreement. Any purported assignment or purported delegation in violation of this Section is void.
Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. No amendment to this Agreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the Party or Parties to be bound thereby.
Force Majeure. Neither Party shall be liable for (i) non-performance or (ii) any delay in the performance of its obligations pursuant to this Agreement to the extent such non-performance or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, acts of war, strike, terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such Party.
No Waiver. Failure to promptly enforce a provision of this Agreement shall not be construed as a waiver of such provision.
Severability. If an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, that provision is severed from this Agreement, and the other provisions remain in effect.
Headings. The headings to sections of this Agreement are for convenience or reference purposes only and do not form a part of this Agreement and do not in any way affect the interpretation or meaning of this Agreement.
NEWM welcomes any questions relating to these Terms by contacting NEWM per email at: [email protected]

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