Digital Marketplace Terms and Conditions

Last Updated September 24, 2021

These Madeium Digital Marketplace Terms and Conditions (“Marketplace Terms”) are a binding contract between you and Madeium, Inc. and its affiliates (collectively, “Madeium,” “us,” or “we”). These Marketplace Terms, together with Madeium’s Privacy Notice and website Terms of Use, govern your use of Madeium’s Digital Marketplace as a Maker or a Collector (each defined below). 

Additional, separate terms may apply to your use of the Digital Marketplace or our Membership Services, and such additional terms will be considered a part of these Marketplace Terms.

ThESE Marketplace TERMS include THE class action waiver and arbitration agreement SET FORTH in THE Website Terms of Use. MADEIUM ENCOURAGES YOU TO SEEK ADVICE OF COUNSEL PRIOR TO EXECUTING ANY AGREEMENT RELATED TO A TRANSACTION ON THE DIGITAL MARKETPLACE.

• Acceptance. To participate in the Digital Marketplace, you must agree to be unconditionally bound by these Marketplace Terms. You can accept these Marketplace Terms by clicking to accept or agree where this option is made available to you, in any agreement or electronic form, or by simply using the Digital Marketplace to transact as a Maker or a Collector. You must be of legal age and capacity to form a binding contract to accept these Marketplace Terms. If you do not agree with any provisions herein, do not access or use the Digital Marketplace. These Marketplace Terms may be amended by Madeium at any time upon notice to you – by continuing to participate in the Digital Marketplace following the amendment, you agree to accept such amendment. 
• Eligibility. The Digital Marketplace is designed for adults, not children, and you affirm that you are over the age of 18. If you are at least 16 years old but under the legal age of majority where you reside, you agree to have your parent or guardian review and accept these Marketplace Terms on your behalf. If you are a parent or guardian, you agree to accept full responsibility for your child’s use of the Digital Marketplace, including all financial charges and legal liability the child may incur. Children under age 16 are strictly prohibited from using the Digital Marketplace.
• Registration. To use the Digital Marketplace, you must be registered with Madeium. You agree to provide us with accurate contact information and other information about yourself as a Maker or a Collector. You agree (a) to provide correct, current and complete information as prompted by the account creation form, and maintain and update such information as needed to keep it correct, current and complete; (b) not to do anything that might jeopardize the security of your account; and (c) to notify us immediately of any unauthorized access to or use of your login credentials or any other breach of security. You are strictly prohibited from sharing your login credentials with any third party, or otherwise permitting a third party to use the Digital Marketplace via your account. Your login credentials are the property of Madeium and may be revoked (i) if you share them with any third party (other than as allowed herein), (ii) if they are compromised, (iii) if you violate these Marketplace Terms or our other terms or policies, or (iv) if Madeium terminates these Marketplace Terms for any reason. You are responsible for maintaining the confidentiality of your login credentials, and you are responsible for all activities that occur using your login credentials. A registered user may initially be recognized as either a Maker or Collector, and in each Transaction on the Digital Marketplace you will be categorized as either a Maker or Collector, but you may be both – the portions of these Marketplace Terms applicable to Makers will be applicable to you when you act as a Maker; those portions of these Marketplace Terms applicable to Collectors will be applicable to you when you act as a Collector. Where applicable, collaborations of Makers will be treated, collectively and individually, as Makers under these Marketplace Terms. 
• Digital Marketplace. Madeium’s Digital Marketplace is an online platform where Madeium members who have been approved to create and sell intellectual property as Makers (“Makers”), and collectors (“Collectors”) can list, sell, buy, commission (in each case, a “Transaction”), as well as display and view on the Digital Marketplace or affiliated marketplaces the very best digital art, files, works, developments, methods, and other forms of intellectual property and the rights attached thereto in whole or in part (each a “Work”) that may be represented on a non-fungible token (each an “NFT”). The Digital Marketplace enables Makers to sell their NFTs and Works to Collectors on a peer-to-peer digital marketplace. Collectors may trade, transfer, sell, or display their collected NFTs on the Digital Marketplace. The Digital Marketplace is not an EXCHANGE, BROKER-DEALER, OR ANY FORM OF TRADING SYSTEM FOR INVESTMENT OR SPECULATION OF ANY KIND, and Works available for purchase on the Digital Marketplace are not securities or any other form of investment. 
• Noncustodial Service Provider. The Digital Marketplace facilitates Transactions between Makers and Collectors, but neither Madeium nor the Digital Marketplace are custodians of any Works. You affirm that you are aware and acknowledge that Madeium is a non-custodial service provider and has designed this Digital Marketplace to be directly accessible by Makers and Collectors without any involvement or actions taken by Madeium or any third party. You understand and acknowledge that at no point in any Transaction does Madeium have custody, possession, or control of any Work at any time for the purpose of facilitating transactions on the Digital Marketplace. You also acknowledge and agree that Madeium cannot make any representation or guarantee that Makers will achieve any particular outcome as the result of listing their NFTs on the Digital Marketplace. Madeium may, at its option, verify certain uses or functionalities of a given Work, but doing so is not a guarantee or warranty of any kind with respect to the applicable Work or Transaction. 
• Risks. Please note the risks associated with your use of the Digital Marketplace as described in this section. The price and liquidity of Works are extremely volatile and may be subject to fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect Works, which may also be subject to significant price volatility. Transactions in Works may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some Transactions in Works shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction. The value of Works may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Works, which may result in the potential for permanent and total loss of value of a particular Work should the market for that Work disappear. Legislative and regulatory changes or actions may adversely affect the use, transfer, exchange, and value of Works. Works are not legal tender and are not backed by any government. This brief statement does not disclose all of the risks associated with Works, other digital assets, or your use of the Digital Marketplace. 

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. In some cases, Madeium may provide creative support to Makers or facilitate introductions between Makers, Collectors, or business affiliates related to the Digital Marketplace, but in no case does Madeium offer any person advice or recommendations related to speculation or investment strategies for any Works listed or purchased on the Digital Marketplace. You agree and understand that you access and use the Digital Marketplace at your own risk, and Madeium is not responsible for any communication failures, disruptions, errors, distortions or delays you may experience, however caused.

• Minting and Tracking. Each NFT and Work on the Digital Marketplace is reviewed and approved by Madeium and represented by a unique cryptographic token. Key data about the NFT (e.g., Maker information, cryptographic token number, ownership history) is backed on Madeium’s blockchain environment or an affiliated website or third party owned blockchain (the “Blockchain”) and available to you as “Product Nutrition Facts”. Some NFTs are minted directly by Madeium while others are minted on affiliated websites or third party owned Blockchains (in each case, NFTs are “Minted” as part of the “Minting” process). Each NFT relates to an existing asset and is marketed as a collectible, and its Product Nutrition Facts are forever tracked and stored via the Blockchain, providing the Collector a permanent record of authenticity and ownership. Transactions on the Digital Marketplace are represented on smart contracts (execution instructions included in the code) on the Blockchain that provides an immutable ledger of all transactions that occur on the Digital Marketplace. Works can be listed and bought on any website within the Madeium network without severing Blockchain tracking or smart contract performance.  
• Primary Sale. In the first sale of an NFT or Work (“Primary Sale”) Transaction, the Maker receives 80% of the total Sale Price and Madeium collects a Marketplace Fee in an amount equal to 20% of the total Sale Price as a commission. 
• Bid and Purchase. To purchase an NFT or Work, a Collector must submit a bid on the Digital Marketplace and pay an amount equal to 50% of their bid price (“Initial Payment”). The Collector with the top bid is the winner of the NFT or Work (“Auction Winner”). At the close of the auction, the Auction Winner must pay the remaining 50% of the bid price within 24 hours of auction close. Once the winning bid amount is paid in full, all other bidders receive refunds of their Initial Payment. If an Auction Winner fails to pay the remaining 50% balance within 24 hours of auction close, the Auction Winner  automatically and permanently forfeits their Initial Payment and their status as Auction Winner is terminated. In this case, the second place bidder becomes Auction Winner and has 24 hours to pay the remaining 50% balance of the second place bid amount. Alternatively, an NFT or Work may be listed for sale at a set price for immediate purchase, in which case a Collector may purchase the NFT or Work at point of sale on the Digital Marketplace outside of the auction process. 
• No Representations on Price or Value. You acknowledge and consent to the risk that the price of a Work purchased on the Digital Marketplace may have been influenced by Maker or Collector activity outside of the control of Madeium or the Digital Marketplace. Madeium does not represent, guarantee, or warrant the accuracy or fairness of the price of any Work sold or offered for sale on or off of the Digital Marketplace. You agree and acknowledge that Madeium is not a fiduciary nor owes any duties to any user of the Digital Marketplace, including the duty to ensure fair pricing of Works or to police user behavior on the Digital Marketplace.
• Fees. By placing an order on the Digital Marketplace, you agree that you are submitting a binding offer to purchase a Work. Every Transaction is subject to fees collected to support the Makers and the Digital Marketplace as detailed in this section (“Fees”). All Fees are collected and distributed at the time of the purchase by operation of the Blockchain. You acknowledge and agree that the Maker, Madeium, or other parties may receive a portion of the Sales Price you pay. When you buy or sell a Work on the Digital Marketplace, you agree to pay all applicable Fees associated with the Transaction and you authorize Madeium to automatically charge and collect such Fees from your payment. No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law. Under no circumstances will a Transaction be invalidated, revocable, retractable, or otherwise unenforceable on the basis that any Fees or taxes for the Transaction were unknown, too high, or otherwise unacceptable to a Collector. You also acknowledge and agree that such Fees and taxes are non-refundable under all circumstances. 
  • Automated Collection and Disbursement of Fees. You agree and understand that all Fees, including Royalties, are transferred, processed, or initiated directly through one or more of the Transactions on the Blockchain. By engaging in a Transaction, you acknowledge, consent to, and accept all automated Fees, including Royalties, for the sale of Works on the Digital Marketplace. You hereby consent to and agree to be bound by the execution and distribution of the Fees under the Transaction, and you hereby waive any entitlement to Fees paid to another by operation of the Transaction.
  • Marketplace Fee. For every Transaction, Madeium collects a Marketplace Fee as detailed herein. Madeium may donate a portion of amounts received from Transactions to a charity of Madeium’s choosing. Madeium may make such payment at such time as it desires. Madeium may also charge a subscription fee for your registration and use of the Digital Marketplace, as detailed at the time of registration or renewal of your subscription.
  • Taxes. You are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments, now or hereafter claimed or imposed by any governmental authority, associated with your use of the Digital Marketplace (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any NFT or Work).
  • “Gas Tax” and Other Fees. Transactions paid via cryptocurrency are subject to a “Gas Tax,” or the third-party computing cost of processing and validating your Transaction. The Gas Tax is set by a third party, and Madeium has no control over these costs. The Collector in a given Transaction is responsible for payment of any applicable Gas Tax. Additionally, Madeium reserves the right to charge additional Fees related to environmental impact or carbon emission offsets as we deem appropriate to mitigate any disproportionate human, societal, or environmental impact of a given Transaction.
  • Payment Processing. Collectors may purchase Works on the Digital Marketplace via the Madeium Digital Wallet, or by credit card, direct bank transfer, or cryptocurrency. In each case, Madeium uses a third-party PCI DSS compliant payment processor (“Payment Processor”) to process all payments for Transactions on the Digital Marketplace. The purchasing Collector in a given Transaction is responsible for paying any applicable Payment Processor’s standard transaction fees. 
• Makers. To be a Maker, you must be a Madeium Member and request approval from Madeium through your account on the Madeium Platform. Madeium has unilateral discretion in curating the Maker network and makes no guarantees or promises that any user will be approved, even if the user was invited by Madeium to submit a request. 
  • Creating NFTs. Once approved as a Maker, you may submit a Work for approval as an NFT via our Minting process and listing for direct purchase on the Digital Marketplace by a Collector or create a custom NFT in Madeium’s public forum for a Collector, either singly or in collaboration with one or more other Makers. NFTs Minted and sold on the Digital Marketplace include, but are not limited to, visual works, audiovisual works, animations, audio, photographs, 3D works, GIFS, and other creative works, products, and experiences. To create an NFT to list on the Digital Marketplace, Makers must upload or create an original NFT, provide information about the NFT, authenticate the Work, and initiate a request to Madeium for review and approval under our Minting process.
  • Selling on the Digital Marketplace. Makers must submit each Work to Madeium for approval and NFT Minting prior to being listed for sale on the Digital Marketplace. Madeium individually reviews and approves each Work as part of the Minting Process prior to listing the NFT for sale on the Digital Marketplace. Madeium maintains complete discretion in selecting the NFTs listed and marketed on the Digital Marketplace and makes no guarantees or promises that any Maker or NFT will be approved even if Madeium solicited the request. Makers may use the Digital Marketplace to list NFTs for direct purchase by Collectors or offer to produce Works (either singly or in collaboration with one or more other Makers) commissioned by Collectors. To list on the Digital Marketplace, a Maker must (a) submit the NFT or Work for approval by Madeium through the Maker’s Madeium account, (b) once approved, offer the NFT or Work for immediate acceptance at a sales price established by the Maker (“Sales Price”), and (c) establish the intellectual property rights to be conveyed to the Collector as the result of the Transaction (see Section 14). You represent and warrant that you will fulfill all terms and conditions of each Transaction as agreed between you and the purchasing Collector.
  • Authenticity Pledge. By submitting a work for Madeium approval and NFT Minting, you expressly represent and warrant that the Work is an original creation by one or more persons (the “Original Creation Team”). The ownership stake of the Original Creation Team for the Work is set forth in the applicable smart contract. Makers are prohibited from submitting Works to Madeium in any manner that consists of unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Maker, not authorized for use by the Maker, not in the public domain, or otherwise without a valid claim of fair use.  Makers can only submit NFTs that they personally created and must refrain from submitting NFTs to which copyright ownership is unknown or disputed (i.e., commissioned works or “works made for hire”). As a Maker, you expressly represent and warrant that Works you submit for approval and listing on the Digital Marketplace contain only original content otherwise authorized for use by you. To the extent an NFT you submit contains unoriginal content, including content from works by other Makers, you further represent and warrant that you have permission to incorporate the unoriginal content. You represent and warrant that the sale, display or performance of a Minted NFT on the Digital Marketplace is not a violation of any agreement, contract, or obligation owed to a third party.
  • Prohibition on Multiple Minting Per NFT. NFTs offered on the Digital Marketplace are unique, meaning there should only ever be one cryptographic token for a given underlying Work for an NFT. As a Maker, you hereby acknowledge, understand, and agree that submitting an NFT for approval and Minting on the Digital Marketplace constitutes an express representation, warranty, and covenant that you have not, will not, and will not cause another to Mint, tokenize, or create another cryptographic token representing a digital collectible for the same NFT or underlying Work to that NFT, excepting, without limitation, your ability to (a) Mint and list for sale derivatives or portions of an NFT if so permitted by the terms and conditions of a given Transaction or (b) Mint, tokenize, or create a cryptographic token or other digital asset representing a legal, economic, or other interest relating to any of the exclusive rights belonging to you under copyright law. 
• Collectors. To be a Collector on the Digital Marketplace, you must submit a request to Madeium to participate in the Digital Marketplace as a Collector. Madeium has unilateral discretion in curating the Collector network and makes no guarantees or promises that any user will be approved, even if the user was invited by Madeium to submit a request. Once approved, you must register with Madeium as a Collector and create a login and unique profile. Your Collector account is governed by our Terms of Use and your Membership Agreement with Madeium. 

As a Collector, you can directly purchase NFTs or Works listed on the Digital Marketplace or commission custom Works created by one or more Makers, along with the intellectual property rights specified as conveyable to the Collector as the result of the Transaction (see Section 14). To purchase an NFT, you must agree to all terms and conditions of the Transaction specified in the listing (including the intellectual property rights subject to the Transaction) and agree to pay the Sales Price and all additional Fees and any applicable taxes. 

• Ownership. Owning an NFT is similar to owning any other item of value, such as works of art or specific intellectual property rights – there are limited rights among the intellectual property of the Maker that the Collector can receive. The Digital Marketplace enables Makers to sell NFTs or Works along with one or more intellectual property rights to such NFT and/or the underlying Work as indicated in the listing. Intellectual property rights conveyed as part of a Transaction described in any subsection of this Section 14 may include without limitation rights related to: (a) digital and marketing use; (b) manufacturing or physical reproduction; (c) one-time or otherwise defined access to a service, product, or experience; (d) content creation; (e) gaming environment or video game development; (f) ownership of a registered patent or trademark; or (g) the original underlying Work. Makers are responsible for accurately listing the intellectual property rights to be conveyed with each Transaction.
  • NFT Purchase. In a Transaction for an NFT purchase, the Collector receives title to a cryptographic token representing the Maker’s Work as a piece of property, but the Collector does not own the Work itself.  Collectors may show off their ownership of collected NFTs by displaying and sharing the Work, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the underlying Work, except for the limited license granted from the Maker to the Collector as follows: 
    • NFT Purchase with Limited License Grant. By Minting NFTs on the Digital Marketplace, Maker affirmatively grants a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to display the Work underlying NFTs legally owned and properly obtained by the Collector as part of a Transaction. Collector may display, promote, and share their collected Works, but the Collectors may not infringe on any of the exclusive rights of the copyright holder. 
    • NFT with Non-Commercial Expanded License Grant. If the Maker opts to sell the NFT with a non-commercial expanded license, by Minting NFTs on the Digital Marketplace, Maker affirmatively grants a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to display, promote, share, print, reproduce, and use the Work underlying NFTs legally owned and properly obtained by the Collector as part of a Transaction for personal, non-commercial purposes. The non-commercial license is limited to the express terms herein; Collector may not infringe on any of the exclusive rights retained by the copyright holder. 
    • NFT with Commercial Expanded License Grant. If the Maker opts to sell the NFT with a commercial expanded license, by Minting NFTs on the Digital Marketplace, Maker affirmatively grants a limited, worldwide, non-assignable, non-sublicensable, license to display, promote, share, print, reproduce, and use the Work underlying NFTs legally owned and properly obtained by the Collector as part of a Transaction for personal or commercial purposes, but the Collector may not infringe on any of the exclusive rights of the copyright holder. As consideration for the license grant in this Section 14.1(c), Collector agrees to pay Maker a royalty for Collector’s commercial use of the NFT (“Commercial Royalty”) in addition to the Sales Price and applicable Fees as set forth in Section 11. The Commercial Royalty shall be calculated as a percentage of Collector’s net profits from Collector’s commercial use of the NFT, as specified in the listing for such NFT on the Digital Marketplace. Collector is responsible for accurately reporting such net profits and rendering Commercial Royalty payments to Maker not less than once per year. 
    • Maker Rights. Subject to, and in accordance with these Marketplace Terms, the Maker hereby acknowledges, understands, and agrees that listing an NFT for sale on the Digital Marketplace constitutes an express and affirmative grant of the limited license rights applicable to such listing as elected by the Maker at the time of listing. In any Transaction for the purchase of an NFT, the Maker offers license as specified; Maker otherwise reserves all intellectual property rights in and to Works underlying NFTs the Maker Mints on the Digital Marketplace, including but not limited to copyrights and trademarks. The Maker warrants it is/they are the copyright owner, and enjoys the right to reproduce, the right to prepare derivative works, the right to distribute, and the right to display or perform the Work. Maker also retains the right to reproduce, publish, prepare derivative works, display, perform, and distribute the Work, either singly or in addition to the Collector, depending on the limited license granted as the result of the Transaction. 
  • Work Purchase. 
    • Direct Purchase of Work. In a Transaction for direct purchase of a Work listed for sale on the Digital Marketplace, the Transaction shall cause to transfer from Maker to Collector all right and title to the Work including without limitation all copyright and other intellectual property rights; publication, distribution, and exploitation rights of any kind and in any media, whether print, electronic, or otherwise; and rights to the subject matter of the Work.
    • Commissioned Work Purchase. In a Transaction to commission one or more Makers to produce a custom Work (“Commissioned Work Purchase”), the Collector and the Maker(s) agree that the Work is a work made for hire and the Collector will own all rights to the Work upon creation, including without limitation, all copyright and other intellectual property rights; publication, distribution, and exploitation rights of any kind and in any media, whether print, electronic, or otherwise; and rights to the subject matter of the Work. If for any reason the Work would not be considered a work made for hire under applicable law, then, subject to completion of the Transaction, Maker hereby irrevocably assigns to Collector and its successors and assigns exclusively and throughout the world all current and future right, title, and interest (whether or not now existing), including copyright, in all information that was or will be created, developed, conceived, reduced to practice, or discovered in the production of the Work. Notwithstanding the foregoing, the Maker(s) and Collector to a given Commissioned Work Purchase are free to contractually agree that the Maker shall retain some or all rights to the Work and receive payment in royalties for the Collector’s use of such Work pursuant to the terms and conditions agreed to in writing between the Maker(s) and Collector. 
    • Maker Rights to Sold Works. Notwithstanding any conflicting provision herein, in a Direct Purchase of Work or Commissioned Work Purchase, Maker retains the right to reproduce, publish, and display the Work for the Maker’s personal use in portfolios and websites, and in galleries, design periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement. Maker also retains all right and title in and to, as well as all rights to display, any original artwork, notes, ideas, or iterations developed in the course of producing the Work. Ownership and intellectual property rights to commissioned Works produced by multiple Makers shall be governed by the Creative Collaboration Agreement executed between such Makers.
• Secondary Sales. While the Digital Marketplace is offered to facilitate Primary Sales of Works from Makers to Collectors, the Digital Marketplace also offers some functionalities for secondary sales of Works initially purchased on the Digital Marketplace or an affiliated marketplace (“Secondary Sale”). You may list an NFT for a Secondary Sale if you own the NFT at the time of listing. Additional fees may apply to a Secondary Sale listing or Transaction, as described at the time of listing. A Secondary Sale Transaction shall convey the listed NFT from you to the purchasing Collector, including conveyance of the listing Collector’s limited license described in Section 14.1. Upon Secondary Sale of an NFT to the purchasing Collector, you represent and warrant that you will fulfill all terms and conditions of the Transaction as agreed between you and the purchasing Collector.

The original Maker of the Work sold in a Secondary Sale receives 10% of the total NFT sale price as a royalty (“Secondary Sales Royalty”). Makers have the right to collect Secondary Sales Royalties for all sales of their Works in perpetuity and may use those funds in any manner the Maker sees fit. As such, a seller of a Work in a Secondary Sale must include in the listing a statement to the effect of “A 10% Royalty Applies. See Terms and Conditions for details.” Madeium collects a Marketplace Fee of $10 for each Secondary Sale of Works. The Secondary Sales Royalty and the Marketplace Fees (along with all applicable taxes, any Gas Tax, and any other fees) are deducted from the total sale price at the time of the Transaction.

• Listing and Sale Responsibilities. If you list an NFT for sale on the Digital Marketplace, whether as a Maker in a Primary Sale or a Collector in a Secondary Sale, you understand and agree that (a) you are responsible for the accuracy and content of any NFT you list or sell on the Digital Marketplace, (b) any NFT that violates these Marketplace Terms or any other Madeium agreement or policy may be obfuscated or deleted from the Digital Marketplace, in Madeium’s sole discretion, (c) you will respect the intellectual property of others; and (d) you will not coordinate pricing with other Makers and/or Collectors. We reserve the right, in our sole discretion, to prohibit you from uploading your NFT for approval or listing. 
• Off-Chain Transfer. All Transactions occur on the Digital Marketplace and are tracked via the Blockchain. If at any time a Maker and Collector mutually agree to move an NFT or other Work to a third-party platform, the Maker and Collector may request that Madeium complete an Off-Chain Transfer of that NFT or Work, subject to applicable costs and expenses as quoted by Madeium at the time of such transfer.
• License Grant to Madeium. The Maker hereby acknowledges, understands, and agrees that Minting an NFT on the Digital Marketplace constitutes an express and affirmative grant to Madeium, its affiliates and successors a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Work on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Digital Marketplace, Madeium’s website, or any other purpose related to the Digital Marketplace or business, including without limitation, the express right to: (i) display or perform the Work on Madeium’s website, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative works based on the Work, including without limitation, compilations, collective works, and anthologies; (iii) index the Work in electronic databases, indexes, catalogues, smart contracts, or ledgers; and (iv) host, store, distribute, and reproduce one or more copies of the Work within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or cause, direct, or solicit others to do so.
• Copyright Complaints. It is Madeium’s policy to respond to clear notices of alleged copyright infringement. Please see the Notification of Infringement section of our Terms of Use for more information about submitting notices of copyright infringement to Madeium in compliance with the Digital Millennium Copyright Act (“DMCA”). Upon receipt of a DMCA compliant notice, Madeium will expeditiously remove or disable access to the content that is the subject of the notice. 
• Advice of Counsel. Madeium strongly encourages you to seek advice of counsel prior to executing any agreement related to a Transaction on the Digital Marketplace or any other agreement related to your use of your Membership Services or any other Services offered by Madeium. You hereby represent that you have read and fully understand these Marketplace Terms and you warrant that you will read and confirm full understanding of the terms and provisions of any agreement related to a Transaction on the Digital Marketplace into which you enter. You acknowledge and confirm that you have the opportunity to review these Marketplace Terms and all agreements related to a Transaction on the Digital Marketplace with legal counsel, and that you will only execute such agreements based on your own judgment and advice of independent legal counsel (if sought). 
• Madeium Not Liable for Transaction Outcome. Madeium shall not be liable to you for contract, tort, or any other types of damages, including indirect, special, incidental, consequential, punitive, or exemplary damages arising out of or related to participation in or the outcome of a Transaction, whether or not Madeium has been advised or knew of the possibility of such damages. Madeium's liability for damages under these Marketplace Terms shall in all cases be limited to, and under no circumstances shall exceed, the amount of proceeds actually received by Madeium arising out of the damage after deducting all costs, fees and liabilities incurred by or on behalf of Madeium.
• Assumption of Risk. Digital Marketplace Transactions, including but not limited to Primary Sales, Secondary Sales, listings, offers, bids, acceptances, and other operations through Madeium’s website and platforms utilize experimental smart contract and Blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. You acknowledge and agree that such technologies are experimental, speculative, and inherently risky, and that Transactions may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the applicable Blockchain, which can adversely affect the Transaction and may expose you to a risk of total loss, forfeiture of your digital currency or NFTs, or lost opportunities to buy or sell NFTs. Madeium assumes no liability or responsibility for any such Transaction or related failures, risks, or uncertainties. You hereby acknowledge and assume the risk of initiating, interacting with, and participating in the Digital Marketplace and take full responsibility and liability for the outcome of any Transaction you initiate, whether or not the smart contracts, Madeium’s website or platform, or other users behave as expected or intended. You hereby represent that you are knowledgeable, experienced, and sophisticated in using Blockchain technology and the Madeium website and platform, and in initiating Blockchain-based transactions. 
• Smart Contracts. You acknowledge that Madeium’s smart contracts are Resources offered to you pursuant to your membership agreement with Madeium and, as such, smart contracts and communications with Madeium with respect thereto are for informational purposes only and do not constitute legal advice. Smart contracts are provided without any warranty, express or implied, including as to their legal effect and completeness, and should only be used as a guide and modified to meet your own individual needs. Your use of any smart contract is at your own risk. Madeium and any of its employees, contractors, or attorneys that participated in providing the smart contract expressly disclaim any warranty, and they are not creating or entering into any attorney-client relationship by providing information to you. Madeium strongly advises all Makers and Collectors to seek independent legal counsel with respect to all legal transactions. 
• Release and Indemnification. You hereby agree to indemnify Madeium and be held liable for any claim against Madeium arising out of your breach of these Marketplace Terms, whether on Madeium’s Digital Marketplace or any affiliated marketplace. You hereby release and forever discharge Madeium from any damages or causes of action resulting from a purchase or sale of any NFT on the Digital Marketplace or an affiliated marketplace occurring after your breach of these Marketplace Terms. Without limiting the foregoing, Makers, Collectors, and all other users of the Digital Marketplace or an affiliated marketplace hereby irrevocably release, acquit, and forever discharge Madeium and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for Madeium’s use of a Work in accordance with these Marketplace Terms, including without limitation, Madeium’s solicitation, encouragement, or request for users or third parties to host the Work for the purpose of operating a distributed database and Madeium’s deployment or distribution of a reward, a token, or other digital asset to users or third parties for hosting Works on a distributed database.
• Support and Modifications. Madeium may provide technical support, upgrades, or modifications of the Digital Marketplace or an affiliated marketplace in Madeium’s sole discretion. Madeium may cease providing technical support, upgrades, or modifications of the Digital Marketplace or an affiliated marketplace at any time and for any reason without notice or liability to Makers and Collectors. Madeium may release new versions of the Digital Marketplace or an affiliated marketplace and require Makers and Collectors to use the new version. Use of new releases or versions of the Digital Marketplace or an affiliated marketplace will be acceptance of all modifications thereof. Madeium may, in our sole discretion, make specific instances or versions of the Digital Marketplace or an affiliated marketplace available to you for use in connection with the Membership Services. We may terminate such access, in whole or as to certain features, functions, or services thereof, for convenience, at any time. Madeium reserves the right to modify or discontinue, temporarily or permanently, the Digital Marketplace or an affiliated marketplace (or any part thereof) with or without notice. You agree that Madeium will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Digital Marketplace or an affiliated marketplace.
• User Content. The Digital Marketplace, affiliated marketplaces, and other Madeium Services allow (a) users to create a profile where they can post certain information about themselves, link to other websites, and display NFTs that they own (collectively, “Profile Information”); and (b) Makers to post their NFTs or Works and biographies (collectively, with Profile Information, “User Content”). All User Content must comply with these Marketplace Terms and Madeium’s Terms of Use. Any Profile Information you post will be considered non-confidential and non-proprietary. By providing any User Content on the Digital Marketplace, an affiliated marketplace, or elsewhere on the Madeium Services, you grant us and our affiliates and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, retransmit, publish, broadcast, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that (i) you own and control all rights in and to your User Content and have the right to grant such licenses to us and our affiliates and our respective licensees, successors, and assigns; and (ii) all of your User Content does and will comply with these Marketplace Terms and Madeium’s Terms of Use. You understand and agree that you are responsible for any User Content you submit or contribute, and you, not Madeium, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other user on the Site. If you are a Maker, you hereby (a) grant Madeium the right to use your name and image for marketing or promotional purposes, (b) agree that we may use or modify images from the NFTs or Works that you create for marketing or promotional purposes, and (c) agree that we can use your biography and other public information about you to promote the NFTs or Works that you create.
• Acceptable Use. The Digital Marketplace and our affiliated marketplaces are each a transparent and open digital marketplace that depends on the honest participation of all Makers and Collectors, subject to this Section. 
  • Prohibited Activity. When using the Digital Marketplace, you are not allowed to:
    • manipulate the price of an NFT or Work in any way;
    • interfere with or disrupt the Digital Marketplace or servers or networks connected to the Digital Marketplace, or disobey any requirements, procedures, policies or regulations of networks connected to the Digital Marketplace; 
    • violate any applicable local, state, national or international law, or any regulations having the force of law;
    • harvest or collect personal information from other users without their lawful notice and consent or solicit personal information from anyone under the age of 16 in any manner;
    • further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;
    • obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Digital Marketplace;
    • email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Madeium, is objectionable or which restricts or inhibits any other person from using or enjoying the Digital Marketplace, or which may expose Madeium or its users to any harm or liability of any type;
    • create user accounts by automated means or under false or fraudulent pretenses or impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; or
    • use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Digital Marketplace or the content posted on the Digital Marketplace, or to collect information about its users for any unauthorized purpose.
  • Interference with Transactions. You are forbidden from engaging in any attack, hack, denial-of-service attack, interference, or exploit of any Transaction. Operations performed by you that are technically permitted by a Transaction may nevertheless be a violation of these Marketplace Terms or the law.
  • Concealing Economic Activity. You are expressly forbidden from listing or selling NFTs or Works, making purchases, or engaging in any other Transaction or activity for the purpose of concealing economic activity, laundering money, or financing terrorism. For example, and without limitation, you are forbidden from using the Digital Marketplace and any Transaction to conceal or transfer proceeds or assets relating to criminal activity or to pay for an NFT or Work for any other reason than to obtain the NFT or Work. You expressly represent and warrant by engaging in a Transaction that your actions are legal under United States law and the jurisdiction from which you initiate the Transaction.
  • Report Suspicious Market Activity. You agree to report suspicious market activity of other users.  If you suspect that one or more users are in violation of these Marketplace Terms, you are required to promptly inform Madeium.
• Removal; Release from Claims. Failure to abide by these Marketplace Terms or any other agreement between you and Madeium may result in, without limitation, suspension or deletion of your account, revocation of your listing, sale, or purchase privileges and other permissions to the Digital Marketplace, delisting of your NFTs on the Digital Marketplace, Madeium’s Platform or website, or paying monetary damages. Madeium has the unilateral authority and discretion to remove, suspend, or revoke your access to any aspect of the Digital Marketplace or Madeium’s Services. You irrevocably release, acquit, and forever discharge Madeium and its subsidiaries, affiliates, officers, and successors for and against any and all past or future causes of action, suits, or controversies arising out of another user’s violation of these Marketplace Terms.
• Ratings. Madeium reserves the right to display Product Nutritional Facts, age, comfort, and content ratings for content (such as NFTs or Works) that are based on information provided to us by the Maker of such content. We cannot guarantee that digital content ratings will always be accurate, nor can we promise that you will not find some material harmful, offensive, indecent, or objectionable.
• Communication. You agree and understand that Madeium will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and telephone number current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record are considered valid. You further agree that we may send you promotional communications by email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you. You agree that we may send you communications by email or text message that pertain to the status of a purchase or sale of a Work or NFT on the Digital Marketplace, and other communications that pertain to your interaction with the website, including but not limited to notifications about the status of an NFT you are interested in purchasing. You may opt out of promotional communications at any time by following the instructions provided therein.
• Third Party Materials. The Digital Marketplace may contain or operate using features, content, or services owned or controlled by third parties. Madeium will not be liable for the acts or omissions of any such third parties (including users), nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. Madeium and its designees reserve the right to remove any content that violates these Marketplace Terms or is deemed by Madeium, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
• User Disputes. You agree that you are solely responsible for your interactions with any other users in connection with the Digital Marketplace and Madeium will have no liability or responsibility with respect thereto. Madeium reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Digital Marketplace. If all users subject to a dispute relating to a Transaction are Madeium Members, Madeium reserves the right to require such Members to submit the dispute to Madeium Dispute Resolution pursuant to the Membership Agreement.
• No Restriction. You understand and acknowledge that Madeium may be independently creating NFTs, applications, content, and other products or services that may be similar to or competitive with NFTs you buy or sell on the Digital Marketplace. Nothing in these Marketplace Terms will be construed as restricting or preventing Madeium from creating and fully exploiting such products or services, without any obligation to you. This paragraph will survive the termination or expiration of these Marketplace Terms.
• Terms of Use; Additional Terms. These Marketplace Terms are subject to Madeium’s Terms of Use in all respects, including without limitation, the Contents and Ownership of Madeium’s Intellectual Property, Use of the Site and Membership Services, Privacy Notice, Disclaimer of Warranties, Indemnification, Limited Liability, Class Action Waiver, Arbitration Agreement, Governing Law, and Miscellaneous provisions. If you are a Madeium Member, your Membership Agreement shall govern in full force and effect. In the event of a conflict between these Marketplace Terms and your Membership Agreement or Madeium’s Terms of Use, these Marketplace Terms shall govern with respect to the subject matter herein.  These Marketplace Terms are in addition to, and do not replace or change, any other agreements you enter into with Madeium, which may include but are not limited to our Terms of Use or a Membership Agreement. If you purchase other services or goods from Madeium, other terms of sale or promotion may apply from time to time.
• Term and Termination. These Marketplace Terms shall remain in effect as long as you use the Digital Marketplace. You agree that Madeium has the right to immediately suspend your account, pause or cancel your access to the Digital Marketplace, or close your account if we suspect, in our sole discretion, that (a) your account is being used for money laundering or any illegal activity; (b) you have concealed or provided false information or other details; (c) you have engaged in fraudulent activity; or (d) you have engaged in transactions in violation of these Marketplace Terms. Immediately upon termination of these Marketplace Terms: (i) all rights and licenses granted to you will terminate immediately; (ii) Madeium may at its own discretion remove and/or purge data, Digital Marketplace account information, and any other information obtained by us in connection with providing you the Digital Marketplace; and (iii) neither party is liable to the other party solely because the Marketplace Terms have been terminated. 
• Revisions. Madeium reserves the right to revise these Marketplace Terms by updating this posting without prior notice. Your continued use of the Digital Marketplace following the posting of changes constitutes your acceptance of such changes. You are advised to periodically visit this page to determine the then current terms and conditions. You further agree that in the event any portion of these Marketplace Terms is found to be unenforceable, the remainder of these Marketplace Terms shall remain in full force and effect and the otherwise unenforceable portion shall be amended so as to be enforceable to the greatest extent permitted by law.