Madeium Client Membership Agreement

This Client Membership Agreement (“Agreement”) is a binding contract between you (“you” or the “Client”) and Madeium, Inc. and its affiliates (collectively, "Madeium", “we” or “us”) that sets forth the terms and conditions governing your use of Madeium’s Membership Services (defined below). Additional 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.

• Term. The term of this Agreement shall begin on the date you subscribe to a membership with Madeium, and continue until terminated or cancelled in accordance with this Agreement. You agree to be unconditionally bound by this Agreement and the terms and conditions herein.
• Membership.
  • Membership Services. You must subscribe as a Madeium member to use our platform, directory, forum, and other resources and services (the “Membership Services”), as described at https://www.madeium.com/join-us. If you subscribe to a membership plan or otherwise access the Membership Services on behalf of a company or other legal entity (a “Client Entity”), you represent and agree that you are authorized to act on behalf of the Client Entity and to bind such Client Entity to this Agreement. You must be of legal age and capacity to form a binding contract in order to execute this Agreement. The specific Membership Services available to you depends on the membership plan you subscribe to. Madeium reserves the right to adjust pricing or change its membership plans, the Membership Services or any components thereof in any manner and at any time. 
  • Pitches. As part of your Membership Services, you may create and post requests for creatives within the Madeium network (each a “Creative”) to submit proposals to perform work for you (each a “Pitch”). Note that Madeium provides you with a platform to request Pitches from Creatives, but your requests and the Pitches submitted to you are legally binding agreements between you and a Creative, and Madeium is not and will not be a party to any Pitch or other agreement you may execute with a Creative. 
  • Digital Wallet. Madeium uses a PCI DSS compliant payment processor to provide a digital wallet feature for processing financial transactions between and among Madeium, Creatives, and Clients (the “Digital Wallet”). You hereby agree to use the Digital Wallet for all financial transactions related to your use of the Membership Services, unless otherwise agreed in writing with the other party or parties to such financial transaction. Madeium provides the Digital Wallet as a Membership Service only, and does not act (i) as an escrow agent with respect to funds kept in your Digital Wallet, (ii) your agent or trustee, as part of a partnership, joint venture, agency or employment relationship with you, or (iii) to collect or pay any taxes that may arise from your use of our services. 
  • Resources. As part of your Membership Services, you may have access to resources such as agreement templates, forms, and guides (collectively, “Resources”). All Resources and any communications with Madeium with respect thereto, are for informational purposes only and do not constitute legal advice. Resources 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 Resources is at your own risk. Madeium and any of its employees, contractors, or attorneys that participated in providing the Resources 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 Clients to seek independent legal counsel with respect to all legal transactions. 
  • Advice of Counsel. MADEIUM STRONGLY ENCOURAGES YOU TO SEEK ADVICE OF COUNSEL PRIOR TO EXECUTING ANY AGREEMENT RELATED TO YOUR USE OF YOUR MEMBERSHIP SERVICES. You hereby represent that you have read and fully understand this Agreement and you warrant that you will read and confirm full understanding of the terms and provisions of any agreement you enter into with other Madeium membership or otherwise related to use of your Membership Services. You acknowledge and confirm that you have the opportunity to review all such agreements with legal counsel, and that you will only execute such agreements based on your own judgment and advice of independent legal counsel (if sought). 
  • Accurate Information. You agree (i) to provide correct, current and complete information as prompted by the registration form for the Membership Services, and maintain and update such information as needed to keep it correct, current and complete; (ii) not to do anything that might jeopardize the security of your account; and (iii) to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You are responsible for maintaining the confidentiality of any username and password issued by Madeium to you to use with the Membership Services, and you are responsible for all activities that occur using your access credentials.
  • Compliance. You are only permitted to use the Membership Services for yourself, and only in a manner that complies with all laws, ordinances or governmental rules or regulations to which you or your Client Entity are subject, including without limitation laws governing intellectual property, consumer privacy and export controls (collectively, “Applicable Laws”) and all Madeium policies and protocols, including without limitation Madeium’s Privacy Notice, website Terms of Use and Platform Terms of Use. Madeium cannot and will not be responsible for your use of the Membership Services in a manner that violates Applicable Laws or our policies and protocols. You further agree to obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to perform any work or conduct any business via or related to your use of the Membership Services. You are solely responsible for your compliance with all Applicable Laws and Madeium’s policies and protocols.
  • Changes to Membership. You can upgrade or downgrade your membership plan at any time logging into your account and changing your membership settings. Any changes to your membership plan will be effective immediately and apply to the entire monthly billing period during which you made the change. If you upgrade a membership plan, we will apply any unused portion of your existing membership fee toward the upgraded membership fee, and you will be required to immediately pay the difference for the new membership fee for the then-current monthly billing period. If you downgrade a membership plan, you will not receive a refund or credit for the fees already paid for the then-current monthly billing period. You may cancel your membership at any time. If you cancel your membership or otherwise terminate this Agreement, your cancellation is effective at the end of the then-current monthly billing period and we will retain any fees you paid to us under this Agreement unless otherwise set forth herein.
• Client Services. 
  • Costs and Expenses. You are solely responsible for all of your own costs and expenses, including without limitation costs associated with preparation of requests for Pitches, works Creatives perform at your request (“Creative Works”), use of consultants, independent contractors or employees of a Client Entity, supplies, insurance, attorney fees, taxes, fees, travel and all other costs or expenses you may incur related to your use of the Membership Services. Except as otherwise set forth in this Agreement or Madeium’s policies, you understand and agree that you have no rights of reimbursement from Madeium for any costs or expenses whatsoever.
  • Client Payments. Madeium is not responsible, and shall have no liability, to you in any way with respect to your communications, agreements, work performed by a Creative, or payments made to a Creative in relation to your membership or other use of the Membership Services. For the avoidance of doubt, Madeium is not a party to any agreement between you and a Creative, and Madeium shall not be liable for any payment or nonpayment work performed by a Creative, whether or not such payment is transmitted via your Digital Wallet. 
  • Madeium Dispute Resolution. Madeium provides a dispute resolution Membership Service to assist in resolving disputes that may arise between or among Creatives and Clients in the course of using the Membership Services. By using the Membership Services, you agree to participate in Madeium’s dispute resolution process prior to initiating any arbitration or private cause of action against a Creative or any other Client. In such case, Madeium is not a party to the dispute, but will act as a third-party facilitator of the dispute resolution process. If you have a dispute with a Creative or any other Client, whether in dispute resolution or any other claim or action, you hereby release Madeium from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise, for example, California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
• Billing and Payment.
  • Membership Fees. You are responsible for paying your membership fees and other fees you incur associated with the Membership Services, as well as any and all applicable sales and use taxes for the purchase of your subscription based on the address that you provide when you subscribe as a Client. Your initial billing period may be less than a full month, in which case, your fees for that initial billing period will be prorated accordingly. All fees are quoted in United States dollars. Where applicable, we may also collect taxes (such as value added tax (VAT) in Europe) on membership fees and other costs you may incur as part of your Membership Services.
  • Payment Authorization. You must maintain a valid payment method on file with us. You agree that we may charge your Digital Wallet or credit or debit card, or withdraw amounts from your designated account at your depository institution, or charge any other payment method that you have on file with the fees due hereunder, including any sales and use taxes and any late fees or interest (as described below). You represent and warrant that the payment information you provide to us is correct and accurate and you are using a form of payment that you are legally authorized to use for this purpose. You agree that you are solely liable for any payment or credit card fraud, abuse or unauthorized use related to your membership. Except as provided otherwise herein, payments are nonrefundable, and there are no refunds or credits for partially used periods. 
  • Nonpayment. If you do not pay on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to downgrade your membership level to an unpaid membership plan or suspend or terminate your access to the Membership Services. If your membership is reinstated, you may change your membership plan as described in this Agreement. In addition, if any payment is not received within 30 days after the due date, then we may charge a late fee of $10 per monthly billing period and we may assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, until the date paid. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees.
• License Grant. Madeium does not claim ownership of the content that you provide, upload, submit or send to Madeium, nor does Madeium claim ownership of the content you host on third-party websites or applications using the Membership Services. 
  • Client Content. Notwithstanding the foregoing, you hereby grant Madeium a perpetual, worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), and royalty-free, fully paid-up, right to use and display publicly, your 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), and Client Works or images thereof (the “Client Content”), for the purpose of (i) identifying you as a Client, (ii) marketing Madeium or the Membership Services, (iii) for any other purpose to which you specifically consent, or (iv) for any other legally permissible purpose. You acknowledge and agree that Madeium will not compensate you for any Client Content. You acknowledge that Madeium’s use of your Client Content will not infringe any intellectual property or publicity rights. Further, you acknowledge and warrant that you own or otherwise control all of the rights of the Client Content you provide, and you agree to waive your moral rights and promise not to assert such rights against Madeium. 
  • Feedback. While using the Membership Services, you may from time-to-time provide us certain materials, communications, suggestions, comments, improvements, ideas or other feedback related to the website or Membership Services (“Feedback”). You hereby additionally grant to us 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 website and 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.
  • Reviews. Creatives, Clients, and other Madeium users may post public reviews, ratings, scores, and other forms of Feedback (collectively, “Reviews”) about each other on our platform or website. Reviews reflect the opinions of the individual posting the Review and do not reflect the opinion of Madeium. Reviews you submit must comply with Madeium’s policies and must be accurate and may not contain any offensive or defamatory language. You are strictly prohibited from manipulating the Review system in any manner, such as instructing a third party to write a positive or negative Review about another Madeium user. Reviews about you are part of your public Madeium profile and may also be surfaced anywhere on the Madeium platform or website with other relevant information about your use of Madeium. Madeium reserves the right, but is in no way obligated, to display, remove, edit, delete or verify the accuracy of any Reviews. You hereby consent to Madeium posting any and all Reviews about you on our platform or website.
• Service Access. Madeium will use commercially reasonable efforts to maintain availability of the Membership Services. You agree and understand that there will be times when the Membership Services will not be available, such as scheduled maintenance times, outages, emergency maintenance, unavailability caused by software, hardware, other Clients, Creatives or other users, and other causes beyond our reasonable control. Madeium will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Membership Services. Madeium is not liable for any delays, interruptions, or other transmission errors resulting from any lack of access to the Membership Services, or caused by your device or your internet or wireless service provider. It is Madeium’s policy to respond to clear notices of alleged infringement. Upon receipt of a compliant notice, Madeium will expeditiously remove or disable access to the content that is the subject of the notice, which may include your Client Content. A temporary removal of your Client Content due to such a notice of alleged infringement will not impair this Agreement or the Member Services, although Madeium may consider the nature of the allegation, or repeat violations, and may suspend your Member Services or take other actions in its sole discretion.”
• Consent to do Business Electronically. You hereby consent to (a) Madeium communicating with you electronically; (b) receiving all applications, notices, disclosures and authorizations (collectively, “Records”) from us 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. We will use electronic documents for all communications, agreements, disclosures, authorizations and other documents necessary to provide you with the Membership Services. 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 to conduct business with us electronically. You agree to be responsible for keeping your own Records. 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 hello@madeium.com. Agreements and transactions executed prior to this request will remain valid and enforceable.
• Communications. Madeium may use your contact information to communicate with you about your use of our Membership Services. By providing us with your wireless phone number, you consent to Madeium sending you informational text messages related to the products, services, or information you have requested from us. If you activate a feature of the Membership Services that allows us to send you text messages, per your request, we may contact you via text to test the system, for demonstration purposes, or to troubleshoot. The number of texts that we send to you will be based on your circumstances and requests. At your request or with your permission, we will also correspond with you via text in other circumstances. For example, we may contact you at the telephone number that you provide when you give us your permission as part of completing a form on or downloading information from our website. If you contact us for these or other purposes through text, we may respond to your inquiry by reply text.  You can unsubscribe from text messages by replying STOP or UNSUBSCRIBE to any of these text messages. Messaging and data charges may apply to any text message you receive or send. Please contact your wireless carrier if you have questions about messaging or data charges.
• Madeium Contents. Unless otherwise expressly indicated, the information contained in the 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 in the Membership Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks displayed in the Membership Services, are copyrights, trademarks, trade dress or other intellectual property (collectively, the “Contents”) owned, controlled, or licensed by Madeium or its affiliates. The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. Nothing in this Agreement is intended to transfer to you any rights to the Contents or grant you any license to the Contents. 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. 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, or print the Contents for the purpose of using the Membership Services as an internal or personal business resource. Madeium’s 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 in the Membership Services are the property of their respective owners, and we use them with their consent. Madeium and the other licensors of the marks in the Membership Services reserve all rights with respect to all Contents.
• Prohibited Use. In connection with your use of the Membership Services, you acknowledge and agree that you must not (i) request, promote, or purchase counterfeit goods; (ii) infringe Madeium’s or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; (iii) provide false, inaccurate or misleading information, (iv) participate in any fraudulent activity; (v) act in a manner that is defamatory, trade libelous, threatening or harassing; (vi) allow your Digital Wallet to have a negative balance or otherwise violate Madeium’s policies related to use of the Digital Wallet; (vii) refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us; or (viii) act in any way that violates Madeium’s Privacy Notice or website Terms of Use, any other Madeium policy, or any Applicable Laws. 
• Independent Contractor. The relationship of Madeium and Client established by this Agreement is that of independent contractors. This Agreement does not give either party the power to direct and control the day to day activities of the other, constitute the parties as partners, joint venturers, co-owners, principal-agent or otherwise participants in a joint or common undertaking, or, except as expressly provided herein, allow either party to create or assume any obligation on behalf of the other for any purpose whatsoever. 
• Disclaimer of Warranties. YOUR USE OF THE MEMBERSHIP SERVICES IS AT YOUR OWN RISK. MADEIUM MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE MEMBERSHIP SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY OR COMPLETENESS OF THE MEMBERSHIP SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE 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 MEMBERSHIP Services will meet all of your requirements or that its operations will be uninterrupted or error free, or that any defect within the 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.
• Limitation of Liability. MADEIUM SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE 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.
• 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 our 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.
• 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.
• Dispute Resolution, Binding 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 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.
• Termination. Madeium may terminate your membership immediately upon giving notice to you if: (i) you breach any term of this Agreement; (ii) we suspect that any of your activities as a Client constitutes or otherwise relates to fraudulent or otherwise illegal activity, or (iii) you or anyone affiliated with you is abusive, disrespectful, or otherwise inappropriate to our personnel. In addition, we may terminate your membership for any other reason or for no reason by giving you 30 days’ notice. 
• Miscellaneous. We may send you information relating to your membership in electronic form, for example via emails to your email address provided during registration, and you agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The Federal Arbitration Act, Oregon state law, and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern this Agreement. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. If any portion of this Agreement is found to be inconsistent with Applicable Laws, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Madeium shall not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, pandemic or widespread public health emergency, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party. Madeium’s failure to enforce any portion of this Agreement is not a waiver of this Agreement or any portion herein. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be freely assigned by Madeium without restriction. If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect. The proprietary rights, disclaimer of warranties, representations made by you, limitations of liability and any other provision that by its nature should so survive shall survive any termination of the Agreement.