Direct Contract Escrow

If a Client and a Freelancer enter into a Direct Contract, these Direct Contract Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Direct Contract Escrow Accounts. Service Contracts are governed by the applicable escrow instructions.

To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. These Escrow Instructions do not apply to Fixed-Price Contracts or Hourly Contracts.

1. DIGITAL SIGNATURE

By clicking to to accept a Direct Contract, Client and Freelancer are deemed to have executed these Escrow Instructions electronically, effective on the date Client clicks to accept the Direct Contract, pursuant to Oregon Civil Code section ORS 676.622 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the "E-Sign Act"). Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print these Escrow Instructions.

2. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

Client and Freelancer irrevocably authorize and instruct Madeium’s Escrow to release applicable portions of the Direct Contract Escrow Account (each portion, a “Release”) to their Freelancer Escrow Account or Client Escrow Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. If the funds are released to the Client Escrow Account, they will be automatically returned to the Client’s Payment Method that was charged to fund escrow. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Freelancer’s or Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

2.1 Release Conditions

As used in these Escrow Instructions, “Release Condition” means any of the following:

3. INSTRUCTIONS IRREVOCABLE

On the occurrence of a Release Condition, Client and Freelancer are deemed to and hereby agree that the instruction to Madeium’s Escrow and its wholly owned subsidiaries to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to Madeium’s Escrow and its wholly owned subsidiaries to pay a Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to Freelancer from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Freelancer, Madeium’s Escrow will transfer funds to the Freelancer and that Madeium and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once Madeium’s Escrow or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.

4. DORMANT ENGAGEMENTS

To be fair to Clients and Freelancers, Madeium has a procedure for Direct Contracts that appear Dormant (as defined below). For purposes of determining Dormant status, “activity” means business term or milestone updates or requests, Direct Contract Escrow Funding, Release requests, or requests to close the Contract.

A "Dormant Engagement" is a Direct Contract that has a Direct Contract Escrow Account with a balance but has had no activity for 90 consecutive days after the last milestone date contained in the business terms. Dormant Engagements are subject to the following rules:

5. REFUNDS AND CANCELLATIONS

Client and Freelancer are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Freelancer may issue a refund up to the full amount paid on the Direct Contract.

6. NOTICES

All notices to a User required by these Escrow Instructions will be made via email sent by Madeium to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with Madeium, for checking their email and for responding to notices sent by Madeium to the User’s registered email address.

7. ABUSE

Madeium, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if Madeium believes you may be abusing the Dispute Assistance Program or as otherwise permitted by the Terms of Service. However, any Disputes for any Fixed-Price Contracts that existed prior to termination will be subject to the Terms of Service.