Madeium Platform Terms Of Use

Madeium Global Data Processing Agreement

These Madeium Platform Terms of Use (“Terms”) are a binding contract between you (the “Creative” or “you”) and Madeium, Inc. and its affiliates (collectively, “Madeium,” “us,” or “we”). These Terms are incorporated into and form an integral part of your Creative Membership Agreement or Client Membership Agreement, as applicable (the “Membership Agreement”), and, together with Madeium’s Privacy Notice and website Terms of Use, govern your use of Madeium’s Platform (defined below) as part of your use of our Membership Services. Capitalized terms not defined in these Terms have the meanings given to them in your Agreement. Additional terms may apply to our Membership Services, and such additional terms will be considered a part of this Agreement.

• Acceptance. You must agree to be unconditionally bound by these Terms to use the Platform. You can accept these Terms (i) by clicking to accept or agree to the Terms where this option is made available to you on our website, the Platform, over the phone or chat, (ii) in any agreement or electronic form, (iii) or by using the Platform. 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. You acknowledge that we may make changes to the Platform at any time. If you have any questions about these Terms, the Platform, or our other Membership Services, please contact us at hello@madeium.com.
• Platform. Madeium provides Creatives that subscribe to certain membership plans a set of web-based services providing programming access to systems and data, including without limitation, all updates, revision and copies, and associated tools and documentation that Madeium makes available from time to time (the “Platform”). Madeium offers the Platform as part of the Membership Services for Creatives to access and use in connection with the development and distribution of Creative Works. If you subscribe to a qualifying membership plan, you will be able to use the Platform to (i) search for, browse, and apply for gigs or other requests for Creative Works posted by Clients, (ii) manage active contracts with Clients and other Creatives, (iii) manage invoices, (iv) bill Clients, (v) communicate with Clients, other Creatives, or Madeium, or (vi) for any other lawful purpose using available Platform features and functionality. Madeium reserves the right to suspend or terminate your use of the Platform at any time if we believe you have violated these Terms or any other agreement with us, or any of Madeium’s policies or protocols.
• Registration. To gain access to the Platform, you must subscribe to a membership plan subject to your Membership Agreement and create an account by providing us with accurate contact information and other information about yourself and/or your Creative Entity. Upon creation of your account, Madeium will assign access credentials to you, including a username and all necessary security keys, secrets, tokens, and other credentials (“Credentials”) to access the Platform. You agree (i) 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; (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 Credentials or any other breach of security. You are strictly prohibited from sharing your Credentials with any third party, or otherwise permitting a third party to use the Platform via your account. The 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 Terms or our other terms or policies, or (iv) if Madeium terminates these Terms for any reason. For the avoidance of doubt, you are responsible for maintaining the confidentiality of any Credentials issued by Madeium to you to use the Platform, and you are responsible for all activities that occur using your Credentials.
• Platform License. Unless otherwise expressly indicated, Madeium owns all rights, title, and interest, including all intellectual property rights, in and to, the Platform and all elements, components, and executables (including without limitation all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing in the Platform, and other materials, as well as names, logos, taglines, trade dress, and other trademarks therein) on the Platform (the “Madeium Materials”). As part of the Terms, Madeium hereby grants you a non-exclusive, non-transferable, and non-sublicensable (except as expressly permitted herein) license to use the Platform solely as part of your use of the Membership Services and subject to the restrictions set forth in these Terms. Except for the express licenses granted herein, Madeium does not grant you any right, title, or interest in the Madeium Materials. You agree to take such actions as Madeium may reasonably request to perfect Madeium’s rights to the Madeium Materials.
• Responsibility for Creative Works. You may upload, post, provide, publish, display, store, comment on, link to, or otherwise make available via the Platform your Creative Works and Feedback. You are solely responsible for your Creative Works and Feedback, and Madeium shall have no liability or obligations with respect to the same (including support obligations). You understand that any Creative Works or Feedback you make available may be viewed by and accessible to Madeium and other users of the Platform. You agree to provide support for your Creative Works. The Creative Works must not be stored in a data repository that would enable any third-party access (other than the Client to which it relates). You must store all Creative Works in a manner which enables you to identify, segregate and selectively delete such Creative Works. 

You agree that Madeium only acts as a passive conduit for your online distribution and publication of your Creative Works. Madeium is not responsible for policing the Platform or any Creative Works or Feedback. Madeium does not and will not have any obligation to review Creative Works or Feedback, and therefore we do not guarantee the accuracy, integrity, or quality thereof and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable Creative Works or Feedback will not appear on our Platform. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any Creative Works that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Platform, is solely your responsibility. Without limiting the foregoing, Madeium reserves the right collect and store any Creative Works, as well as any files, documents, or data related thereto, uploaded or generated via the Platform on Madeium’s information systems indefinitely in order to track and analyze work performed using the Membership Services, support the Dispute Resolution Process, or for any other lawful purpose as determined by Madeium in our sole discretion. To the extent permitted by law, Madeium reserves the right to review and remove any or all Creative Works and Feedback in our sole discretion, in whole or in part. UNDER NO CIRCUMSTANCES WILL MADEIUM BE LIABLE IN ANY WAY FOR ANY CREATIVE WORKS OR FEEDBACK POSTED ON OR MADE AVAILABLE THROUGH THE PLATFORM BY YOU OR ANY OTHER USER.

• Support. Madeium may provide technical support, upgrades, or modifications of the Platform in Madeium’s sole discretion. Madeium may cease providing technical support, upgrades, or modifications of the Platform at any time and for any reason without notice or liability to Creative. Madeium may release new versions of the Platform and require Creative to use the new version of the Platform. Creative’s use of new releases or versions of the Platform will be acceptance of all modifications of the Platform. Madeium may, in our sole discretion, make specific instances or versions of the Platform available to you for use in connection with the Membership Services. We may terminate such access to the Platform, in whole or as to certain features, functions, or services thereof, for convenience, at any time.
• Compliance. In addition to Section 2.6 of the Membership Agreement, you represent and warrant that (i) any information you submit to us is truthful and accurate; (ii) you will maintain the accuracy of that information; (iii) you have and will at all times maintain the right to provide all Creative Works provided by you hereunder; (iv) your Creative Works and any other materials you provide or submit to Clients, other Creatives or Madeium do not infringe the intellectual property or other rights of any third parties or contain viruses, worms, malware or any other harmful scripts or code; and (v) your use of the Platform and its features does not violate any Applicable Law.
• Acceptable Use. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Platform or any portion thereof (including the Madeium Materials) or use it in any manner not expressly authorized by these Terms. You may not use the Platform for any unlawful or wrongful purpose. You further agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Platform. Tampering with the Platform, conducting fraudulent activities on the Platform and all other illegal activities are prohibited and may subject you to legal action and termination of your access to the Platform and/or our other Membership Services.

Without limiting the generality of the foregoing, you understand and agree that you will not:

• Use the Platform or Madeium Materials for any purpose except in connection with your use of the Membership Services and in compliance with these Terms.
• Sell, lease, sublicense, or otherwise transfer, directly or indirectly, the Platform or its features to any third party.
• Use the Platform for user profiling or advertising purposes.
• Augment, commingle, or supplement Madeium Materials with personally identifiable or confidential information (including any mobile device identifier or other unique identifier that identifies any particular user, browser, computer or device) from any third-party source.
• Use the user identification or authentication codes connected to any Madeium user to disclose information related to that user to any third party.
• Implement features or business practices that unlawfully harm the professional reputation or relationships of Madeium, Clients or other Creatives.
• Use the Platform or Madeium Materials in any manner that facilitates bias, discrimination, or data “redlining,” whether intentional or inadvertent, based on sensitive or protected categories or characteristics.
• Impersonate or intentionally misrepresent Madeium, a Client, another Creative, or a third party when requesting or publishing information related to your use of the Platform.
• Obfuscate or hide any Madeium buttons, sign-in functionality, or consent or authorization flows from your users.
• Try to exceed or circumvent limitations on use of the Platform or other Membership Services.
• Download, scrape, post, or transmit, in any form or by any means, any part of the Platform.
• Copy, reformat, reverse-engineer, or otherwise modify the Platform, Credentials, Madeium Materials, or other Membership Services.
• Promote or operate any product or service that competes with Madeium.
• Interfere with or disrupt the Membership Services, our website, Madeium servers or networks connected to Membership Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform or Membership Services.
• Engage in any conduct that fails to comply with, or is otherwise inconsistent with, any agreement between you and Madeium or any written instructions provided by us.
• Data Security. Your network, operating system, and software of your web servers, databases, and computer systems (collectively “Systems”) must be properly configured to securely use the Platform. Your Systems and Creative Works must use reasonable security measures to protect any Madeium Materials and any elements or components of the Platform. You shall not architect, design, or select Systems in a manner to avoid these obligations. You must promptly report to Madeium at hello@madeium.com any security deficiencies in, or intrusions into, your Systems that you discover. You will work with Madeium to correct any security deficiency and disconnect any intrusions or intruders as soon as practicable upon discovery of any such deficiency or intrusion. In the event of any security deficiency or intrusion involving the Platform or Madeium Materials, you will make no public statements without prior written and express permission from Madeium in each instance, unless otherwise required by law.

You hereby agree not to use any device, software or routine to interfere or try to interfere with the proper working of the Platform or any activity being conducted thereon. 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 Platform or other Membership Services other than the search engine and search agents that we make available via the Services 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.

• Confidential Information. You agree that the Platform and Madeium Materials are deemed to be confidential information of Madeium and you will maintain the same in strict confidence and not disclose the same to any third party (other than your employees, agents and contractors for the sole purpose of providing services to you as part of your use of the Membership Services) or use the same for any purpose other than your use of the Membership Services. To the extent that you retain any Madeium Materials after the termination or expiration of the Terms, this paragraph will survive the termination or expiration of the Terms.
• No Restriction. You understand and acknowledge that Madeium may be independently creating applications, content, and other products or services that may be similar to or competitive with your Creative Works. Nothing in these Terms will be construed as restricting or preventing Madeium from creating and fully exploiting any applications, content, and other products or services, without any obligation to you. This paragraph will survive the termination or expiration of these Terms.
• Membership Agreement. These Terms are subject to the terms and conditions set forth in your Membership Agreement with Madeium in all respects, including without limitation, Sections 5 (License Grant), 6 (Service Access), 11 (Independent Contractor), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 15 (Class Action Waiver), 16 (Dispute Resolution), and 18 (Miscellaneous).
• Term and Termination. These Terms shall remain in effect for the duration of your Membership Agreement. Immediately upon termination of these Terms: (i) all rights and licenses granted to you will terminate immediately; (ii) you will promptly and securely destroy Madeium Materials in your possession or control in compliance with Applicable Laws; (iii) Madeium may at its own discretion remove and/or purge data, account information, and any other information obtained by us in connection with providing you the Platform; and (iv) neither party is liable to the other party solely because the Terms have been terminated. Madeium may require that you certify in writing your compliance with this section.
• Revisions. Madeium reserves the right to revise these Terms by updating this posting without prior notice. Your continued use of the Platform 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. You further agree that in the event any portion of these Terms is found to be unenforceable, the remainder of these 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.