Terms of Service

ArchMadison, LLC, a Florida limited liability company (“ArchMadison,” “we,” or “us”) operates the ArchMarket crowdfunding and investment platform (“ArchMarket” or “the Platform”). By creating an account or using the Platform, you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, do not use the platform.

ArchMadison reserves the right to update these Terms at any time. Continued use of the platform after changes are posted constitutes acceptance of the updated Terms.

ArchMarket is a platform for AI-generated creative series. It enables creators to raise rewards-based funding for their projects at the Pitch, Trailer and Short Run rungs, and it shows titles that may later open a regulated Series Round.

⚠ ArchMadison is not the issuer of any security and does not accept investments. A Series Round is conducted by the creator's own single-member limited liability company, under Regulation Crowdfunding, through an intermediary registered with the SEC as a funding portal or broker-dealer, on that intermediary's platform rather than on ArchMarket. Revenue participation terms are governed by the issuer's filed offering materials and the agreement executed for that title. Nothing in these Terms constitutes an offer of securities.

Backing a title at a funding rung is rewards-based and is not a security. It buys no financial interest and no share of revenue. See our Pledge Disclaimer and Testing the Waters disclosures for more information.

You must be at least 18 years of age to create an account on ArchMarket. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

You agree to provide accurate, current, and complete information when creating your account and to keep that information up to date.

Creators are responsible for all content they upload to the platform, including campaign descriptions, video content, and related materials. By submitting content, you represent that you have the rights necessary to use and share that content on the platform.

Creators agree to use any funds raised through ArchMarket campaigns for the production purposes described in their campaign materials. Revenue distribution to investors and to ArchMadison will be governed by the campaign-specific agreement applicable to each funded campaign.

You may not use ArchMarket to: (a) violate any applicable law or regulation; (b) infringe any intellectual property rights; (c) upload false, misleading, or fraudulent content; (d) impersonate any person or entity; (e) engage in any activity that could damage, disable, or impair the platform.

ArchMadison and its licensors retain all rights, title, and interest in the ArchMarket platform, including all associated intellectual property. Nothing in these Terms grants you any rights to use ArchMarket's or ArchMadison's trademarks, logos, or other proprietary materials.

Creators retain ownership of their creative content. By uploading content to the platform, creators grant ArchMadison a limited, non-exclusive license to display, host, and distribute that content solely for the purpose of operating the platform and facilitating campaigns. Campaign-specific IP terms are governed by the applicable campaign agreement.

Distribution agreements are separate from the platform license described above and are granted as licenses rather than assignments. Creators retain ownership of the underlying work in every case.

For a finished series brought directly to the platform without ArchMarket funding, the license is non-exclusive from the date the title becomes available, and ArchMadison asserts no rights over subsequent seasons. The creator may distribute the work, and any subsequent season of it, wherever and whenever they choose.

For a title funded through ArchMarket, ArchTV and Madison Channel receive an exclusive license to the series and to the feature length cut of it, continuing until the participating investors for that title have received the capped return applicable to their round, or for thirty six months from the date the title becomes available, whichever occurs first. Following that period the license continues on a non-exclusive basis and the creator may distribute the work elsewhere. Expiry of the exclusive period affects the distribution license only and does not terminate, reduce, or otherwise affect the notes held by investors in that title, which continue in accordance with the Investor Notes section below. ArchMadison holds a right of first refusal on subsequent seasons of a funded series, on the same terms, exercisable within the period stated in the applicable campaign agreement; if ArchMadison declines or that period lapses, the creator is free to license subsequent seasons to any third party.

The specific terms applicable to any title are governed by the agreement executed for that title, which controls over this summary. ArchMadison may modify the terms offered for new titles at any time; changes do not apply retroactively to titles already accepted under prior terms.

Investor notes are not offered on ArchMarket today. No investment may be made until a licensed funding portal is in place. This section describes the terms that will apply to an investor note when one is offered, so that they are on the record in advance rather than introduced at the point of sale.

Each funded title is held in a separate limited liability company formed for that title, and that company, not ArchMadison, is the issuer. An investor in a title acquires a note issued by that company. An investor is a lender to that title and does not become a member or owner of it, and does not acquire an interest in ArchMadison or in any other title.

Payable from the title's revenue only. A note is repaid solely from the revenue of the title that issued it, up to the return cap stated in the offering materials for that round. It is not guaranteed by the creator personally, by ArchMadison, or by any other person, and no shortfall is recoverable from them. A title that earns nothing pays nothing. The capped return is the compensation for that risk.

Never cross-collateralized. One title's revenue is never applied to repay the investors of another title, in any circumstance.

Term. A note has a term of three (3) years from the closing of the round in which it was acquired. The treatment of any amount still unpaid at the end of that term is stated in the offering materials for that round.

Administration fee. The annual administration fee charged in respect of the title entity is paid from that title's revenue before any distribution, including before the split between the investor pool and the creator. The fee is an expense of the title. It does not accrue as an obligation of the creator or of ArchMadison and does not reduce the return cap.

Dissolution. If a title's trailing twelve month gross revenue is less than the annual administration fee for two consecutive years, the title entity may be dissolved and the notes terminate upon that dissolution.

Relationship to the exclusive period. The exclusive distribution period described above and the notes described here run independently. Expiry of the exclusive period does not terminate or reduce a note, and amounts payable continue to be calculated on the title's revenue from all sources for the remainder of the term.

THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ARCHMADISON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT WILL ARCHMADISON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARCHMADISON'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO USE THE PLATFORM IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100). A full limitation of liability provision will be provided upon attorney review.

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Florida.

Questions about these Terms may be directed to:

ArchMadison, LLC, operator of the ArchMarket platform
legal@archmarket.io