Median Affiliate Program Terms and Conditions

1. Definitions

• "Program" means the Median Affiliate Program described in these Terms.
• "Platform" means any third-party affiliate-management platform that Median may use, for some or all Affiliates, to list the Program, track referrals, or issue payouts. Median may run the Program through one or more Platforms at the same time, may change or discontinue a Platform, or may enroll Affiliates directly without using any Platform.
• "Program Terms" means the commission rate, commission duration, attribution or cookie window, payout threshold, payout method, and payment schedule applicable to a specific Affiliate, as described in Section 3.
• "Referral Link" means a unique tracking link Median or a Platform issues to an Affiliate to attribute referrals to that Affiliate. The exact link format is set by the applicable Platform or, where Median enrolls the Affiliate directly, provided by Median upon enrollment.
• "Coupon Code" means a unique code Median or a Platform issues to an Affiliate for the same purpose, usable at signup or referenced on a sales call, where applicable to that Affiliate.
• "Referred Customer" means a person or business that becomes a paying Median customer and is attributed to an Affiliate under Section 5.
• "Net Collected Revenue" means the actual payments Median receives from a Referred Customer for Median's services, net of refunds, reversed charges, sales or use tax, and payment processor fees.
• "Commission" means the amount payable to an Affiliate for a Referred Customer, calculated as described in Section 4 at the rate and for the duration stated in the Affiliate's Program Terms.

2. Enrollment and Approval

2.1. Anyone may apply to the Program through a Platform's listing for the Program, by direct invitation from Median, or, where Median offers the Program without a Platform, by direct application to Median.

2.2. Median reviews and approves every application individually and may approve, reject, or delay any application at its sole discretion, with or without a stated reason. Approval is not a right.

2.3. Median may request additional information before or after approval, including how you intend to promote Median, your audience, and your tax and payout details.

2.4. Enrollment is personal to the approved Affiliate and may not be transferred, sold, or sublicensed to another person or entity without Median's written consent.

3. Program Terms

3.1. The commission rate, commission duration, attribution or cookie window, payout threshold, payout method, and payment schedule applicable to an Affiliate (that Affiliate's "Program Terms") are the ones stated in the specific affiliate program or Platform listing through which the Affiliate was accepted into the Program, or, where Median enrolls the Affiliate directly without a Platform, in the Affiliate's written enrollment confirmation, which may be provided by email.

3.2. Different Affiliates may be subject to different Program Terms, including different commission rates and mechanics, depending on the Platform or arrangement through which they were enrolled. Where an Affiliate's Program Terms state something more specific than, or conflict with, a general description of the Program elsewhere in these Terms, the Program Terms control for that Affiliate.

3.3. Where an Affiliate's Program Terms are silent on a matter these Terms describe as a default, the default stated in these Terms applies.

3.4. Section 13 describes how Median may change Program Terms and these Terms for future enrollments while preserving the terms an Affiliate already enrolled under.

4. Commission

4.1. For each Referred Customer, an Affiliate earns a Commission at the rate, and for the duration, stated in the Affiliate's Program Terms, for as long as the Referred Customer remains an active, paying Median customer. Section 12 describes what happens to Commission on a Referred Customer if the Affiliate's participation in the Program ends.

4.2. Unless the Affiliate's Program Terms state otherwise, Commission is calculated on Net Collected Revenue only. Median does not pay Commission on revenue that is invoiced but not collected, or that is later refunded, charged back, or written off.

4.3. Unless an Affiliate's Program Terms state otherwise, the standard Program Terms are a Commission of 20% of Net Collected Revenue for each Referred Customer, payable with no time limit for as long as the Referred Customer remains an active, paying Median customer, up to a maximum of $5,000 in total Commission per Referred Customer. In addition, an Affiliate earns a one-time bonus of $250 on the first Referred Customer that Affiliate refers who becomes a paying Median customer. The $5,000 per-Referred-Customer cap and the $250 first-referral bonus are administered by Median.

5. Attribution

5.1. Median attributes a Referred Customer to an Affiliate using the Affiliate's Referral Link, Coupon Code, or both, within the attribution or cookie window stated in the Affiliate's Program Terms.

5.2. Because most Median customers complete a sales call before signing up rather than a self-serve checkout, a Referral Link click may not be the last step before a customer buys and may not on its own capture a call-closed deal. Under the current Program Terms, Median therefore also attributes a Referred Customer to an Affiliate when the customer identifies the referring Affiliate (for example, by naming the Affiliate on the sales call), and Affiliates should ask the people they refer to mention them. Median does not currently issue any customer-facing coupon or discount code, and a Referred Customer receives no discount for being referred.

5.3. If a prospective customer could reasonably be attributed to more than one Affiliate, and the Affiliate's Program Terms do not otherwise resolve the conflict, Median credits the Affiliate whose Referral Link or Coupon Code was used most recently before signup (last touch). Median's attribution determination is made in good faith and is final.

5.4. Median may, at its discretion, manually attribute a Referred Customer to an Affiliate based on other clear evidence of referral (for example, the customer naming the Affiliate on a sales call), even without a tracked click or code.

6. Payment Terms

6.1. Commissions are tracked and paid using the payout method stated in the Affiliate's Program Terms, whether through a Platform or directly by Median.

6.2. Median pays out on the payment schedule, and subject to the minimum accrued balance, if any, stated in the Affiliate's Program Terms. If an Affiliate's unpaid balance is below that minimum at the end of a payout period, it carries forward to the next period.

6.3. Unless the Affiliate's Program Terms state otherwise, a Commission becomes eligible for payout only after Median actually collects the underlying payment from the Referred Customer, not on the date the customer signs up or is invoiced. This hold covers the refund and dispute window described in Section 7. To cover the reversal window in Section 7, an Affiliate's Program Terms may set a hold period after collection before a Commission is paid, and Median may offset any reversal under Section 7 against the Affiliate's current or future unpaid balance.

6.4. Median may withhold payout of any Commission under review for suspected fraud, a Terms violation, or incomplete tax documentation (Section 10) until the issue is resolved.

7. Clawback and Reversal

7.1. Unless the Affiliate's Program Terms state otherwise, if a Referred Customer receives a refund, or cancels or stops paying, within 60 days of the payment a Commission was based on, Median will reverse that Commission. If it has already been paid, Median may deduct the amount from a future payout. Median recovers a reversed Commission by offsetting it against the Affiliate's current or future payouts; if no sufficient unpaid balance exists, Median may invoice the Affiliate for the reversed amount, payable within 30 days.

7.2. Median will reverse, and may claw back, any Commission connected to fraud, a violation of Section 8 (Prohibited Conduct), or attribution obtained through misrepresentation. This right applies regardless of how much time has passed and regardless of anything stated in the Affiliate's Program Terms.

8. Prohibited Conduct

Affiliate will not:

• 8.1. Refer themselves, or any business they own, control, or have a financial interest in, for the purpose of earning a Commission on their own account.
• 8.2. Bid on, purchase, or otherwise use as a paid-search keyword the terms Median, Median Labs, medianfi, or medianfi.com, or any variation, misspelling, spacing, or domain form of them (for example median fi or median-fi).
• 8.3. Send unsolicited bulk commercial email, use purchased or scraped contact lists, or otherwise violate the CAN-SPAM Act or similar laws in promoting Median.
• 8.4. Use cookie stuffing, forced clicks, incentivized clicking, or any other artificial means of generating or inflating attribution.
• 8.5. Make a claim about Median that is misleading or that Median has not authorized, including specific dollar savings figures, guaranteed tax outcomes, or any guarantee of results.
• 8.6. Impersonate Median, claim to be a Median employee, or otherwise suggest a relationship with Median beyond that of an independent Affiliate.

A violation of this Section is grounds for immediate termination under Section 12 and clawback under Section 7.2.

9. Required Disclosure

9.1. Every promotion of Median by an Affiliate, whether by email, social media post, video, blog post, or any other format, must include a clear and conspicuous disclosure that the Affiliate earns a commission on referrals, as required by the FTC's Endorsement Guides (16 CFR Part 255).

9.2. The disclosure must appear near the recommendation itself, not only in a bio, an "About" page, or a page reachable by a separate click.

9.3. Median may provide suggested disclosure language, but the Affiliate is responsible for actually including it. Median may request evidence of compliance and may suspend or terminate an Affiliate who does not disclose.

10. Independent Contractor Status; Taxes

10.1. Affiliate participates in the Program as an independent contractor, not as an employee, agent, partner, or joint venturer of Median. Nothing in these Terms creates an employment, partnership, or agency relationship.

10.2. Affiliate is solely responsible for their own taxes on any Commission earned. Median does not withhold taxes on an Affiliate's behalf.

10.3. Before receiving a first payout, US-based Affiliates must complete a Form W-9, and non-US Affiliates must complete a Form W-8BEN (or the applicable equivalent). Median will issue a Form 1099-NEC to any US Affiliate paid $600 or more in a calendar year, as required by the IRS. If an Affiliate does not provide a valid Form W-9 or Form W-8BEN when required, Median may withhold from payouts as required by law, applying backup withholding for US persons under IRC Section 3406 or the applicable withholding rate for foreign persons, or may delay payout until the form is provided. Affiliate is responsible for any state or local tax filing or reporting obligations arising from Commission earned.

10.4. Median will use any personal or tax information an Affiliate provides only to administer the Program, verify eligibility, and meet payout and tax reporting obligations.

11. Confidentiality and Brand Use

11.1. Median grants Affiliate a limited, non-exclusive, non-transferable license to use Median's name and logo, in the form Median provides, solely to promote the Program during their participation in it. Affiliate may not alter the logo, create a derivative mark, or use Median's name or logo in a way that suggests Median employs, sponsors, or endorses the Affiliate beyond the referral relationship described in these Terms.

11.2. Median may ask an Affiliate to remove or correct any promotional material, and the Affiliate will do so promptly.

11.3. Any non-public information Median shares with an Affiliate about the Program, including unreleased terms, pricing, or features, is confidential and may not be shared outside the Program.

12. Term and Termination

12.1. Either party may terminate an Affiliate's participation in the Program at any time, for any reason, on notice by email.

12.2. If Median terminates without cause, or the Affiliate terminates voluntarily, Commission on Referred Customers already referred and active as of the termination date continues to accrue and be paid under these Terms and the Affiliate's Program Terms; the Affiliate simply stops earning on any new referrals after that date. Continued accrual under this Section applies only while the Affiliate remains in good standing and not in breach of these Terms; if the Affiliate later materially breaches these Terms or engages in conduct prohibited by Section 8, Median may stop further Commission accrual.

12.3. If Median terminates for cause (a violation of Section 8, fraud, or a material breach of these Terms), Median may immediately stop future Commission accrual and claw back Commission connected to the violation under Section 7.2.

13. Modifications to the Program and These Terms

13.1. Median may update the Program's mechanics, assets, and non-economic terms at any time, with reasonable notice by email or by posting an updated version of these Terms.

13.2. Median may change the Program Terms it offers, including commission rate and duration, for future enrollments, and may add, change, or discontinue a Platform. A change under this Section applies only to Affiliates who enroll after the change takes effect.

13.3. An Affiliate keeps the Program Terms that applied at the time of their enrollment, for every Referred Customer they refer, even if Median later changes the Program Terms, these Terms, or the Platform for Affiliates who enroll after that change. This continuation runs with the Affiliate's enrollment date, not with any individual referral's date, for as long as these Terms (or a successor version offering the same continuation protection) remain in effect.

13.4. Notwithstanding Section 13.3, Median may modify or discontinue grandfathered Program Terms only (a) as required by law, (b) if Median discontinues the Program generally under Section 13.5, or (c) with the Affiliate's consent.

13.5. Median may suspend or discontinue the Program in its entirety at any time, with reasonable notice by email. If Median discontinues the Program, Commission on Referred Customers already referred and active as of the discontinuation date is handled as described in Section 12.2.

14. Disclaimer and Limitation of Liability

14.1. The Program, and any Platform through which it is offered, are provided as is. Median does not guarantee any minimum number of referrals, conversion rate, or level of earnings.

14.2. To the maximum extent permitted by law, Median is not liable for indirect, incidental, or consequential damages arising from the Program. Median's total liability to an Affiliate under these Terms is limited to the unpaid Commission actually owed to that Affiliate.

15. Governing Law and Venue

15.1. These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

15.2. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Program, and each party consents to personal jurisdiction and venue in those courts.

16. Indemnification

Affiliate will indemnify, defend, and hold harmless Median and its officers, directors, employees, and agents from and against any claim, loss, liability, damage, or expense, including reasonable attorneys' fees, arising out of or relating to (a) the Affiliate's promotional activities and content, (b) the Affiliate's breach of these Terms, including Section 8 and Section 9, (c) the Affiliate's violation of any law, including the CAN-SPAM Act and the FTC Endorsement Guides, and (d) any personal data the Affiliate collects or processes in connection with promoting Median.

17. Data Protection and Privacy

Affiliate is solely responsible for complying with all privacy and data-protection laws applicable to their promotional activities, including the CAN-SPAM Act and, where applicable, the GDPR and the CCPA and CPRA. Affiliate has no authority to collect, process, or share personal data on Median's behalf. Any contact lists or personal data the Affiliate uses to promote Median are the Affiliate's own responsibility and must be lawfully obtained with all necessary consents.

18. General

18.1. These Terms, together with the Affiliate's Program Terms, are the entire agreement between Median and the Affiliate regarding the Program and supersede any prior discussion of Program terms.

18.2. If any provision of these Terms is found unenforceable, the rest remain in effect.

18.3. Affiliate may not assign their participation in the Program without Median's written consent. Median may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

18.4. Notices to Affiliate may be sent to the email address on file with Median or the applicable Platform. Notices to Median should be sent to affiliates@medianfi.com, or such other address as Median may designate by notice.