These Terms of Use (“Terms”) are a binding contract between you and Madeium, Inc. and its affiliates (collectively, "Madeium", “we” or “us”). These Terms, together with our Privacy Notice, govern your use of https://www.madeium.com/ or other websites that we own or operate (collectively, the “Site”) and our platform, directory, forum, resources and other services (collectively, the “Membership Services”). Any terms we use in these Terms of Use without defining them have the definitions given to them in the Privacy Notice. Additional, separate terms may apply to our Membership Services, and such additional terms will be considered a part of this Agreement.
This Agreement includes a class action waiver and an arbitration provision that governs any disputes between you and MADEIUM.
ACCEPTANCE
To access, browse, or use our Site, you must agree to be unconditionally bound by these Terms to visit the Site or use our Membership Services. You accept these Terms (a) by clicking to accept or agree to the Terms where this option is made available on the Site or Platform or via phone or online chat, (b) in any agreement or electronic form, (c) or by visiting the Site or using the Membership Services. You must be of legal age and capacity to form a binding contract in order to accept these Terms. If you do not agree with any of these Terms, do not access or use the Platform. These Terms will remain in effect while you use the Site or Membership Services.
Consent to Do Business Electronically
By accessing our Site, registering with Madeium, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you affirmatively consent to (a) Madeium communicating with you electronically; (b) receiving all applications, notices, disclosures and authorizations (collectively, “Records”) from Madeium electronically; and (c) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You must have a computer or other web-enabled device, connection to the internet, an active email account, and the ability to receive and read PDF files (such as Adobe® Acrobat® Reader) to conduct business with us electronically. You agree to be responsible for keeping your own Records. You may print or download Records from the Site and keep them for your own reference. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic Records from us, please contact us at privacy@madeium.com. Agreements and transactions executed prior to this request will remain valid and enforceable.
Communications from Madeium
Madeium may use your contact information you provide to us to communicate with you about your use of the Site or Membership Services. For example, we may send you service announcements or administrative communications by email, phone, text, or other means. We may send you marketing communications by email or mail. You understand that you receive these communications as part of your use of the Site or Membership Services.
We may send you marketing communications by email, mail, or other means in compliance with applicable law. As part of our policy to respect your privacy, we provide you the option of opting out from receiving marketing communications from us by following the instructions in our Privacy Notice. However, you will not be able to opt out from receiving service announcements and administrative messages.
Contents and Ownership
Unless otherwise expressly indicated, the information contained on the Site and Membership Services, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing on the Site and in the Membership Services, Resources (as defined in your Membership Agreement with Madeium), and other materials, as well as names, logos, taglines, trade dress, and other trademarks displayed on the Site and in the Membership Services, are copyrights, trademarks, trade dress or other intellectual property owned, controlled, or licensed by Madeium (collectively, the “Contents”). The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. Nothing in these Terms is intended to transfer to you any rights to the Contents or grant you any license to the Contents, except as specifically set forth in these Terms or the applicable license terms pertaining to certain Membership Services and Site features. Only a duly authorized officer of Madeium may grant permission or a license to use any of the Contents; any attempted grant or similar promise by anyone other than a duly authorized agent of Madeium is invalid.
Copyright. You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of Madeium. You may only display, download, and print in hard copy format the Contents for the purposes of using the Site as an internal or personal business resource.
Trademarks. The following is a non-exhaustive list of Madeium’s non-registered trademarks, domain names, and business names: Madeium, Inc.; Madeium; the Madeium logo; and THE FUTURE IS MADE. Madeium’s trademarks and trade dress, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial or modified form, without the prior written permission of Madeium. You may not use any meta tags or any other hidden text utilizing a Madeium name, trademark, or product name without Madeium’s prior written permission. Third-party trademarks and service marks used on the Site are the property of their respective owners, and we use them with their consent. Madeium and the other licensors of the marks on the Site reserve all rights with respect to all Contents and all intellectual property.
Feedback. While using the Site or Membership Services, you may provide us certain materials, communications, suggestions, comments, improvements, ideas or other feedback related to the Site or Membership Services (“Feedback”). You hereby grant to Madeium all rights, titles and interests in and to any Feedback. In the event this grant is not sufficient for us to fully realize and use the Feedback, you grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Site or Membership Services any of the Feedback. By providing Feedback, you are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.
User Generated Material. In the course of using the Site or Membership Services, Creatives, Clients, and Free Users may have the opportunity to provide, upload, submit or send to Madeium their name, image, likeness, trademark(s) (including but not limited to registered and unregistered trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used by you), Feedback, works performed by a Creative at the request of Clients, as well as comments, photos, images, other materials including without limitation (collectively, “User Generated Material”). With respect to any User Generated Material posted by you, you represent that (a) you created and/or own the rights to the content, or you have the owner’s express permission to post such content; and (b) the content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy rights) or violate any applicable laws, rules or regulations, these Terms, or any of our other posted policies. You understand that User Generated Material may be accessible and viewable by the public or others.
Additionally, User Generated Material must not:
- Contain any material that is false, defamatory, libelous, obscene, harassing, threatening, discriminatory, bigoted, hateful, violent, vulgar, profane, pornographic or otherwise offensive, inappropriate, damaging, unlawful, disruptive or harmful;
- Violate Madeium’s or any other person’s or entity’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate or assist any illegal activity or unlawful act;
- Create or threaten harm to any person or loss or damage to property;
- Include others’ Personal Information or any other information that may be used to track, contact, or impersonate that individual;
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other proprietary rights of Madeium or any other person, or violate the terms of any contract in respect of such intellectual property or proprietary rights;
- Seek to harm or exploit children by exposing them to inappropriate content, asking for Personal Information or otherwise;
- Misrepresent your identity or affiliation with any person or organization;
- Seek to collect others’ email addresses, usernames, or passwords by any means;
- Seek to transmit chain letters, bulk or junk email, or to interfere with, disrupt or create an undue burden on Madeium or the networks or services connected to the Site, or to install or attempt to install or promote spyware, malware or other computer code on our computers or equipment or the computers or equipment of third parties;
- Relate to commercial activities such as contests, sweepstakes, or other sales promotions, barter, advertising or offers of sale or purchase of goods and services; or
- Be otherwise objectionable as determined by Madeium at our sole discretion.
We reserve the right, but have no obligation to, monitor, review, screen, post, remove, reject, modify or store User Generated Material at any time and for any reason without notice. We may refuse, alter, or remove User Generated Material without notice for any reason at our sole discretion. We do not endorse any User Generated Material, and the User Generated Material posted does not reflect our opinions, views or advice. We take no responsibility and assume no liability for any User Generated Material that you or a third party posts or sends on or through the Membership Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. You are solely responsible for your User Generated Material and the consequences of posting it online. You assume all risks associated with interacting with other users through the Site or Membership Services, and, to the extent the law permits, you release us from any claims or liability related to any User Generated Material posted to the Site or the Membership Services and from any claims related to the conduct of any other users.
Madeium does not claim ownership of User Generated Material that a user provides, uploads, submits or sends to Madeium, nor does Madeium claim ownership of the content a Creative hosts on third-party websites or applications using the Membership Services. Notwithstanding the foregoing, you hereby grant Madeium an irrevocable, worldwide, royalty-free, fully-paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such User Generated Material in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting Madeium, its products and Membership Services. You acknowledge that Madeium may modify the User Generated Material for any purpose. However, Madeium has no obligation to use any User Generated Material, and Madeium’s use of any User Generated Material does not create or imply any endorsement of or affiliation with you. You acknowledge and agree that Madeium will not compensate you for any User Generated Material.
Reports. Madeium may, from time to time, deidentify the Personal Information (“Deidentified Information”) that we collect and combine it with others’ Deidentified Information in order to generate reports and studies. Madeium uses these reports and studies for internal purposes only. Any such reports or studies are the sole and exclusive property of Madeium. You hereby assign any rights you may have to such reports, studies, and your Deidentified Information contained therein to Madeium in perpetuity throughout the world for any and all present or future uses in any and all languages and for no compensation. All Deidentified Information will be treated as nonconfidential and nonproprietary. Madeium shall be under no obligation of any kind with respect to such Deidentified Information and shall be free to reproduce, make derivative works from, use, disclose, and distribute the Reports to others without limitation. Additionally, Madeium may use any ideas, concepts, know-how, or techniques contained in generating reports or studies for any purpose whatsoever, including but not limited to developing, manufacturing, or marketing products incorporating such information.
Use of the Site AND MEMBERSHIP SERVICES
As a user of the Site or Membership Services, you have a revocable, nontransferable, nonexclusive license to access, view information contained on, and interact with the Site, Platform and other Membership Services, as applicable, solely for your own personal use. Except for the express licenses granted herein, Madeium does not grant you any right, title, or interest in the Contents. You agree to take such actions as Madeium may reasonably request to perfect Madeium’s rights to the Contents.
You may not use the Site or Membership Services for any commercial purpose (except when transacting business with Madeium or with a Creative or Client via the Platform) or for any unlawful or wrongful purpose. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Site or Membership Services or any portion of it (including the Contents) or use it in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Site or Membership Services. Tampering with the Site or Membership Services, conducting fraudulent activities via the Site or Membership Services, and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Site or Membership Services. By using the Site or Membership Services or features thereof, you represent and warrant that (a) any information you submit to us is truthful and accurate, (b) you will maintain the accuracy of that information, and (c) your use of the Site and Membership Services and its features does not violate any applicable law, rule or regulation. Any information that you provide to us will also be subject to our Privacy Notice.
Use Restrictions. Accessing the Site does not authorize you to use any Contents in any manner other than specifically authorized by these Terms. You may not use our Contents for any purpose not expressly stated in these Terms, including in any way that might disparage us. The permissions described herein will terminate automatically if you breach any of these Terms. Any other use of the Contents on this Site, including reproduction for purposes other than as noted above, without the prior written permission of Madeium is strictly prohibited.
Security Features. You are strictly prohibited from violating or trying to violate the security features of the Site or Membership Services, such as by:
- accessing data not intended for you or logging onto a server or an account that you are not authorized to access.
- attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures unless we expressly authorize that you do so in writing.
- attempting to interfere with service to any user, host or network, such as by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing.”
- sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.
You hereby agree not to use any device, software or routine to interfere or try to interfere with the proper working of, or any activity being conducted on, the Site or Membership Services. You further agree not to use or try to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site or Membership Services other than the search engine and search agents that we make available on this Site and other than the generally available third-party web browsers. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
Links to Other Websites. Links to websites from the Site, Platform or other Membership Services are provided solely for your convenience. Madeium is not responsible for the content of any other websites, nor do we make any representations about the content or accuracy of material on any other websites. Inclusion of any linked website on our Site does not imply Madeium’s approval or endorsement of the website. If you click through to another website, you do so at your own risk. When you click on links that take you to external websites, you will be subject to their privacy notices and practices and not ours. Any concerns regarding any such service or resource, or any hyperlink thereto, should be directed to the external website’s owner or operator.
Privacy Notice
You acknowledge that you have read and understand our Privacy Notice. You may review our Privacy Notice at any time by visiting our Site and clicking on the Privacy Notice link.
Disclaimer of Warranties
YOUR USE OF THE SITE AND MEMBERSHIP SERVICES IS AT YOUR OWN RISK. MADEIUM MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE OR MEMBERSHIP SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY OR COMPLETENESS OF THE SITE OR MEMBERSHIP SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND MEMBERSHIP SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. Madeium does not warrant that the SITE OR MEMBERSHIP SERVICES will meet all of your requirements or that its operations will be uninterrupted or error free, or that any defect within the SITE OR MEMBERSHIP Services will be corrected. No oral or written information, representation or advice given by Madeium shall create a warranty without a writing signed by Madeium EXPRESSLY CREATING such warranty.
Indemnification
You agree to indemnify and hold MADEIUM, our subsidiaries and our affiliates, and their respective MEMBERS, directors, SHAREHOLDERS, officers, agents, partners and employees, harmless from any loss, liability, cost, expense, claim, damages, or demand, including without limitation reasonable attorneys’ fees, due or relating to or arising out of (i) your use of THIS SITE OR MEMBERSHIP SERVICES in violation of THIS AGREEMENT, (ii) your breach of THIS AGREEMENT, or (iii) any breach of your representations and warranties set forth in THIS AGREEMENT.
Limited Liability
MADEIUM SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE SITE OR MEMBERSHIP SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MADEIUM BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF MADEIUM KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL MADEIUM BE LIABLE TO YOU FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE AGGREGATE OF THE FEES PAID BY YOU TO MADEIUM FOR MEMBERSHIP SERVICES DURING THE THREE MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY OR, IF NO FEES WERE PAID DURING SUCH THREE MONTH PERIOD, ONE HUNDRED US DOLLARS ($100), IN EACH CASE, WHETHER OR NOT MADEIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Class Action Waiver
You hereby waive any right to commence or participate in any class action lawsuit against MADEIUM related to any claim, dispute or controversy, and, where applicable, you hereby agree to opt out of any class proceeding against MADEIUM otherwise commenced ON OR AFTER THE EFFECTIVE DATE OF this AGREEMENT.
Arbitration Agreement
Please read this section carefully. This section affects rights that you may otherwise have. It provides for resolution of most disputes through arbitration instead of court trials and class actions.
YOU AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
Any controversy or claim between you and Madeium arising out of or relating to: (a) this Agreement, or the breach thereof, or (b) your access to or use of the Site or Membership Services, or (c) any alleged violation of any federal or state or local law, statute or ordinance (each such controversy or claim, a “Claim”), shall be resolved exclusively by a binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, with the arbitration to be held in Multnomah County, State of Oregon, USA. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon, USA to enforce this Agreement. However, judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. Arbitrations shall be held in Multnomah County, Oregon but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the Federal Arbitration Act and by the internal laws of the State of Oregon, without regard to conflicts of laws principles. The prevailing party shall be entitled to an award of reasonable attorneys’ fees. In arbitration, the parties give up their right to have their Claim decided by a judge or jury, and their Claim is instead decided by an arbitrator. Discovery rights and appellate rights in arbitration are more limited than in court. The arbitrator shall issue a reasoned award in writing, including all findings of fact and law upon which the award was made. YOU AND MADEIUM AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND MADEIUM AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SECTION, AND IF THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT OF COMPETENT JURISDICTION, THEN SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR. NOTWITHSTANDING THE FOREGOING, IF ANY CLAIM IS NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN MULTNOMAH COUNTY, OREGON, WHICH IS THE PLACE OF PERFORMANCE OF THIS AGREEMENT.
Governing Law
Claims relating to, including the use of, the Site and the Contents contained herein are governed by the laws of the United States and the State of Oregon, without regard to its conflicts of laws rules. If you choose to access the Site or use the Membership Services from another location, you do so on your own initiative and are responsible for compliance with applicable local laws. The state and federal courts located within Multnomah County, Oregon, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Madeium controls and operates the Site and Membership Services from its offices within the United States. You acknowledge that you may not be able to access all or some of the Site or Membership Services outside of the United States, and that access thereto may not be legal by certain persons or in certain countries. If you choose to access the Site or Services from another location, you do so on your own initiative and are responsible for compliance with applicable local laws.
Miscellaneous
You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without prior written consent from Madeium. We may transfer, assign, or delegate these Terms and our rights and obligations without consent. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Madeium’s failure to enforce any provision of these Terms will not be deemed a waiver of that provision or any other provision of these Terms. If any provision of these Terms is held invalid or unenforceable under applicable law, that portion shall be construed in a manner consistent with applicable law to accomplish, as nearly as possible, the objective thereof, or shall be severed from the document if, and solely, to the limited extent such construction is not possible, and the remaining portion of these Terms shall remain in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Madeium as a result of these Terms or your use of the Site or Membership Services.
Changes to These Terms
We are constantly trying to improve our Site and Membership Services, so these Terms may need to change from time to time. We reserve the right to modify these Terms at any time by updating this posting without notice. All changes are effective immediately when posted. If you use the Site or Membership Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Contact Us
If you have any questions about these Terms, please contact us at privacy@madeium.com or [phone].
