Direct Contract Terms

These Madeium Direct Contracts Terms (“Direct Contracts Terms”) define the terms and conditions under which Madeium offers and you agree to use Madeium’s Direct Contracts service, as described in these terms (“Direct Contracts Services”) and are part of and incorporate by reference the Madeium User Agreement and other Terms of Service. The Direct Contracts Terms are in addition to and, except where explicitly stated, do not supersede, replace, or limit other similar terms in the Terms of Service. Capitalized terms not defined herein are defined in the User Agreement or elsewhere in the Terms of Service.

IN ORDER TO USE MADEIUM’S DIRECT CONTRACTS SERVICE YOU AGREE TO BE BOUND BY THE DIRECT CONTRACT TERMS AND THE ARBITRATION AND CLASS ACTION WAIVER IN THE USER AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, INCLUDING THE ARBITRATION AND CLASS ACTION WAIVER, YOU MAY NOT ACCESS OR USE ANY DIRECT CONTRACTS SERVICES.

1. HOW IT WORKS

With the Direct Contracts Service, a Freelancer can create and send fixed-price contract proposals to any eligible Client. If the Client accepts the proposal, the Client and Freelancer will enter directly into a contract (the “Direct Contract”). Upon acceptance of the proposal, the Client will place the Direct Contract project funds in escrow (”Direct Contract Funds”). When the work is completed, the Freelancer will request that the Client release the Direct Contract Funds from escrow. If the Client approves the work, Madeium’s Escrow will release the Direct Contract Funds. Once the Direct Contract Funds are released from Escrow, the Direct Contract will end. The milestone feature available on fixed-price Service Contracts is not currently available for Direct Contracts.

2. ELIGIBILITY

Until further notice, a Freelancer is only eligible to use Direct Contract Services if the Freelancer receives an invitation from Madeium (via email) to enroll, and accepts the invitation and completes the enrollment process. Once the Freelancer is enrolled, the Freelancer will have access to the Direct Contracts Services on the Site.

A Client is eligible to accept a Direct Contract only if the Client does not and has not ever had an Account on Madeium. Clients do not need to register for an Account to accept a Direct Contract.

3. FEES

Solely with respect to fees charged on Direct Contracts, these Direct Contract Terms explicitly supersede and replace Section 2 (Fees Charged to Freelancers), Section 3 (Client Membership Fees), and Section 4 (Payment Processing Fees Charged to Client) in the Fee and ACH Authorization Agreement. The Fee and ACH Authorization Agreement otherwise remains in full force and effect, including, without limitation, on any Service Contract if a Freelancer or Client, who uses Direct Contracts, has a Service Contract (as defined in the User Agreement).

For any Direct Contract, the following fees apply: Freelancer pays a 3.4% payment processing and administration fee (“Direct Contract Payment Fee”). Freelancer authorizes and instructs Madeium to automatically charge and deduct the Direct Contract Payment Fee from the Direct Contract Funds.

Clients are not charged any fees on a Direct Contract, but do agree to Section 5 (Authorization for ACH Debits and Credits) of the Fee and ACH Authorization Agreement with respect to the payment or placement in escrow of any Direct Contract Funds.

4. ESCROW SERVICES

Freelancer and Client acknowledge and agree the Direct Contract Escrow Instructions apply to Direct Contracts.

5. ROLE OF MADEIUM AND USER RESPONSIBILITIES

You understand and agree that Madeium is not a party to any Direct Contract, is not involved in or responsible for any work performed by Freelancers, is not involved in or responsible for any payment made under a Direct Contract, and has no control over any Freelancer or Client. Madeium does not have any power or authority to, and does not, determine any eligibility standards for any Direct Contract, select or contract any Freelancer to provide services to a Client, determine or control any term or condition of the Direct Contract or Project, or cause any Freelancer to accept any Direct Contract or perform any Freelancer Services. Madeium’s Escrow provides escrow services, but does not guarantee that Freelancer will be paid.

6. OTHER TERMS

Together with the Madeium User Agreement and other Terms of Service, these Direct Contract Terms represent the entire agreement with Madeium and supersede all prior agreements and understandings with respect to the matters covered. You agree that you did not accept the Direct Contract Terms based on any representations, whether written or oral, other than those contained herein. No modification of or amendment to the Direct Contract Terms, nor any waiver of any rights, will be effective unless in writing signed by you and Madeium. Notwithstanding the foregoing, to the extent permitted by applicable law, Madeium may amend the Direct Contract Terms with prior notice at any time. Your continued use of the Direct Contract Services after the effective date of a revised version of the Direct Contract Terms or notice to you of updated Direct Contract Terms constitutes your acceptance of its terms and agreement to be bound by its terms.