Terms of Service

    Last updated: August 27, 2026

    These Terms of Service (the "Terms") are a binding agreement between you and Median Labs Inc., a Delaware corporation with its principal office at 447 Broadway, Fl 2 Ste 559, New York, NY 10013 ("Median," "we," "our," or "us"). They govern your access to and use of Median's website, applications, platform, and related services (together, the "Service"). By creating an account, clicking "I agree," subscribing to a plan, or otherwise using the Service, you agree to these Terms on behalf of yourself and the business you represent. If you do not agree, do not use the Service.

    Our Privacy Policy is incorporated into these Terms by reference and describes how we collect, use, and protect your information.

    1. Definitions

    • "Customer," "you," "your" means the business entity you represent and, where context requires, the authorized individual using the Service on the entity's behalf.
    • "Service" means Median's software platform, websites, mobile apps, bookkeeping, tax, reporting, advisory services, and any related features we make available.
    • "Customer Data" means financial records, documents, transactions, credentials, and other information you or your integrations provide to the Service.
    • "Output" means the reports, ledgers, financial statements, reconciliations, tax filings, and other work product we deliver to you through the Service.
    • "Subscription" means your paid or trial access to the Service under the pricing terms then in effect.
    • "Active Financial Account" means a financial account that requires reconciliation, such as a bank account, a credit card, or a payment processor that holds a balance (for example, Stripe). Fixed-term loans and other accounts that do not require ongoing reconciliation are not Active Financial Accounts. It makes no difference whether an account is connected through an integration or maintained manually.

    2. The Service

    Median also publishes free tools that anyone may use without an account, including a public server for AI assistants. Those are governed by Section 33, which controls over the rest of these Terms where they conflict.

    Median provides a software platform combined with human accounting services. The Service connects to your financial accounts, imports and categorizes transactions, reconciles your financial accounts, maintains your general ledger, prepares periodic financial statements, and supports tax preparation and financial reporting workflows. We use a combination of automated systems, machine learning, and qualified accounting professionals to deliver the Service.

    We are not a bank. We do not hold customer funds. We do not initiate payments from your accounts unless you explicitly authorize a specific action and we have enabled that feature for your account.

    We are not a licensed CPA firm acting as your statutory auditor. Median does not provide audit, attestation, or assurance services, and nothing we deliver should be interpreted as an audit opinion or formal assurance report. If you need audited financial statements, a formal audit opinion, attestation, or a CPA signature on a tax return, you must engage a licensed CPA firm separately. Median may, at its discretion, refer you to or partner with licensed CPA firms for these services.

    We do not provide legal, investment, or financial advisory services within the meaning of applicable securities, investment adviser, or legal practice laws. Any financial insights, metrics, or commentary the Service provides are informational and are not a substitute for professional advice from a qualified attorney, investment adviser, or other licensed professional.

    3. Eligibility and Account

    • You must be at least 18 years old and legally able to form a binding contract.
    • You must be authorized to act on behalf of the business you are signing up, and to bind that business to these Terms.
    • You must provide accurate, current, and complete company and contact information, and keep it updated.
    • You are responsible for keeping your login credentials secure and for all activity under your account. Notify us promptly at security@medianfi.com of any suspected unauthorized access.
    • One account per business entity. Do not share accounts across unrelated businesses.
    • You may designate additional users with access to the account. You are responsible for the acts and omissions of anyone you give access to.

    4. Pricing

    Median is priced two ways, and which one applies to you is set by your annual revenue. If your annual revenue is under $1,000,000, you pay a flat monthly fee determined by your revenue band. If your annual revenue is $1,000,000 or more, your fee is scoped to the work and is metered on Active Financial Accounts and posted ledger entries. Current band prices, per-unit rates, and add-on service prices are listed on our Pricing page, which is incorporated into these Terms by reference. Financial reports, user seats, and daily bookkeeping are included. Rates, included scope, and fees may change from time to time as described in Section 17 (Subscription and Billing) and Section 31 (Changes).

    Some features or deliverables may require additional fees or separately scoped add-ons (for example, tax filing, R&D credit studies, sales tax filing, multi-entity consolidation, or non-standard scope). We will disclose those fees before you incur them.

    How your price can move. On a flat monthly fee, the fee does not change with your transaction volume, and no per-transaction charge is added to it. Your fee changes only if your annual revenue moves you into a different band, which we tell you about in advance and apply only to future billing cycles. On metered pricing, the per Active Financial Account portion adjusts automatically, prorated, as you connect or remove accounts, which is not a price change, and the per posted ledger entry rate you are quoted is re-quoted only as described in Section 17 (Subscription and Billing). In every case we give advance notice and never apply a change retroactively.

    5. Scope of Services

    Unless otherwise agreed in writing, Median's standard bookkeeping and reporting scope includes:

    • Transaction import and categorization on the cadence agreed during onboarding (typically each business day for connected accounts)
    • Reconciliation of your bank, credit card, and payment processor accounts, normally monthly, on the cadence agreed during onboarding
    • Maintenance of your general ledger and chart of accounts
    • Monthly or periodic financial statement preparation (Income Statement, Balance Sheet, Cash Flow Statement, as applicable)
    • Sales tax tracking and reporting support (not sales tax filing, unless separately agreed)
    • Integration and management of connected financial accounts
    • Access to Median's dashboards and reporting surfaces
    • Tax preparation and filing where expressly included in your plan or engaged separately, subject to Section 6 (Tax Services)

    Services explicitly excluded from standard scope (unless separately agreed in writing): audit, attestation, or assurance services; forensic accounting; legal counsel; investment or securities advice; payroll processing; accounts payable bill pay or accounts receivable operations; valuation services; business entity formation; and registered agent services.

    Historical catch-up and cleanup bookkeeping (bringing prior periods current, correcting previously miscoded entries, and closing months that were never closed) is included as part of onboarding when you engage Median for ongoing bookkeeping, subject to the scope confirmed in writing during onboarding. Requested as standalone work, without an ongoing engagement, it is scoped and quoted before work begins.

    If you need work outside the standard scope, contact us. We may offer it under a separate statement of work or engagement letter with additional fees.

    6. Tax Services

    Where tax preparation and filing is included in your plan or separately engaged, Median will prepare the applicable federal and state returns based on the information you provide. Tax services are subject to these additional terms:

    • Tax returns are prepared based solely on the information you supply and the data available from your connected accounts. You are responsible for the completeness, accuracy, and timeliness of that information.
    • Certain tax services may require the signature or involvement of a licensed Certified Public Accountant. Median may use subcontracted CPAs or tax professionals to prepare, review, or sign returns. We will disclose the use of third-party tax preparers where legally required.
    • You remain the taxpayer of record and are solely responsible for the positions taken on your returns, for filing them by the applicable deadlines, and for paying any taxes, interest, or penalties owed.
    • Median does not guarantee any particular tax outcome, credit, refund, or audit result.
    • If a deadline is close to the date you onboard, Median may file an extension on your behalf. You are responsible for paying any estimated tax due with the extension.
    • Tax planning and strategy advice, if provided, is informational and does not constitute legal or investment advice.

    7. Client Responsibilities and Cooperation

    Median's ability to deliver the Service depends on your timely cooperation. You agree to:

    • Provide timely access to all relevant financial accounts, including bank accounts, credit cards, payment processors, and accounting software
    • Grant read-only or accountant-level access to accounting software you already use (QuickBooks Online, Xero, or equivalent) where relevant
    • Respond to questions and requests for supporting documentation within two (2) business days
    • Provide prior-year financial records, tax returns, and any existing chart of accounts within five (5) business days of onboarding, where applicable
    • Notify Median promptly of any material changes to business operations, entity structure, ownership, or financial accounts
    • Review the Output delivered through the Service and flag anything that looks incorrect or inconsistent with your knowledge of the business
    • Comply with all applicable laws, regulations, and accounting standards in the conduct of your business

    If you fail to cooperate in a manner that prevents us from delivering the Service, we may pause work, extend deadlines, or (after reasonable notice) suspend or terminate your account under Section 24.

    8. Automation, AI, and Human Review

    The Service uses automated systems, including machine learning and artificial intelligence, to ingest and categorize transactions, detect anomalies, and generate reports. Qualified human accounting professionals review, supervise, and correct automated outputs as part of our normal workflow.

    Automated outputs are not perfect. You are responsible for reviewing reports, financial statements, and tax deliverables and for flagging anything that looks wrong. See Section 15 (Accuracy and Limitations) and Section 21 (Warranty Disclaimer).

    We do not use your Customer Data to train machine learning models that are made available to other customers in a way that would expose your specific financial information, and we do not sell Customer Data. See our Privacy Policy for details on data handling.

    9. Integrations

    The Service connects to third-party products (for example, bank aggregation via Plaid, payment processing and subscription billing via Stripe, and read-only access to Stripe balance transactions via the Stripe App). When you connect a third-party account to Median:

    • You authorize us to access data from those services on your behalf
    • You are responsible for maintaining valid credentials and permissions
    • We access third-party financial accounts in read-only mode and do not initiate transactions on your accounts, except where you have expressly enabled a specific write-capable feature
    • You can revoke access at any time from Settings in the Service or directly from the third-party provider
    • Each third-party provider has its own terms and privacy policy. Your use of their services is governed by those terms, and Median is not responsible for the acts, omissions, availability, or security practices of third-party providers

    10. Customer Data and Ownership

    You own your Customer Data and your Output. Median does not claim any ownership or intellectual property rights over your transactions, reports, ledgers, or financial records.

    You grant Median a worldwide, non-exclusive, royalty-free license to access, use, host, copy, process, transmit, and display Customer Data solely for the purposes of operating and improving the Service, delivering Output to you, providing support, meeting our legal obligations, and preventing fraud or abuse. This license ends when your account is closed, subject to legally required retention periods (see Section 24).

    Median retains all right, title, and interest in and to the Service itself, including its software, models, interfaces, documentation, trademarks, and all improvements and derivative works. Nothing in these Terms grants you any ownership of the Service.

    11. Data Export and Portability

    You may export your Customer Data and Output at any time during your Subscription in standard formats (such as CSV, PDF, and QBO backup) through the Service. On termination, Median will make your Customer Data and Output available for export for thirty (30) days, after which we will delete it, subject to legally required retention periods (typically seven years for tax-related records, consistent with IRS recordkeeping rules).

    12. Confidentiality

    Each party may receive information from the other that is confidential or proprietary ("Confidential Information"). Confidential Information includes Customer Data, business plans, product roadmaps, pricing that is not publicly posted, and non-public technical information. Each party agrees to:

    • Use the other party's Confidential Information only to perform under these Terms
    • Protect it with at least the same care it uses to protect its own confidential information, and not less than a reasonable standard of care
    • Not disclose it to third parties except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Section

    Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms, (b) was known to the receiving party before disclosure without a confidentiality obligation, (c) is independently developed without use of the other party's Confidential Information, or (d) is rightfully received from a third party without a confidentiality obligation. Either party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives the other party reasonable advance notice where legally permissible.

    13. Feedback and Ideas

    If you send Median feedback, suggestions, ideas, bug reports, feature requests, or other input about the Service ("Feedback"), you grant Median a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and incorporate the Feedback into the Service and any other Median products, without any obligation to compensate you, attribute you, or treat the Feedback as your Confidential Information. You represent that you have the right to provide the Feedback and that it does not infringe any third party's rights.

    Feedback is specifically excluded from Customer Data and Confidential Information for the purposes of these Terms.

    14. Reference and Marketing Rights

    During your Subscription and for twelve (12) months afterward, Median may identify you as a customer of Median and use your company name and logo in customer lists, on our website, in investor materials, and in other marketing collateral, consistent with any brand guidelines you provide. This right is limited to factual identification as a customer.

    We will not publicly quote you, publish a detailed case study about your business, or share non-public information about your business without your prior written consent (email is sufficient). You can opt out of logo and name use at any time by emailing legal@medianfi.com, and we will cease new uses within a reasonable time.

    15. Accuracy and Limitations

    We work hard to keep your books accurate, but you should understand the following limitations:

    • Automated categorization and reconciliation are not perfect. You should review Output and flag anything that looks off.
    • Financial statements and tax calculations are based on the data you provide and the data available from your connected accounts. Missing accounts, delayed bank feeds, or incorrect categorizations can affect accuracy.
    • The Service complements, but does not replace, your own responsibility to maintain accurate books and to file accurate tax returns on time.
    • We will notify you if we identify material issues that need your attention.
    • Any projections, forecasts, or forward-looking metrics the Service provides are estimates, not guarantees of future results.

    16. Acceptable Use

    You agree not to use the Service to:

    • Launder money, facilitate financial fraud, or evade taxes
    • Submit falsified, altered, or misleading financial records
    • Violate any applicable law, regulation, sanctions program, or third-party right
    • Attempt to access other customers' data, reverse engineer the Service, bypass access controls, or interfere with the Service's operation
    • Use the Service to build a competing product or to benchmark for a competing product without our prior written consent
    • Upload malware, viruses, or malicious code
    • Use the Service to harass, threaten, or defame any person

    We reserve the right to investigate, suspend, or terminate accounts that violate these Terms or that we reasonably believe present a risk to the Service, to us, or to other customers.

    17. Subscription and Billing

    • Plans are billed monthly in advance unless another billing frequency is stated on our Pricing page or your invoice.
    • We bill through Stripe. Your payment information is stored by Stripe, not by Median, and is subject to Stripe's terms and privacy policy.
    • Fees are stated in U.S. dollars and are exclusive of applicable taxes (see Section 18).
    • You can cancel at any time. Cancellation takes effect at the end of your current billing period, and you will retain access to the Service until that date.
    • Except where required by law, fees are non-refundable and Median does not prorate or refund for partial months. We will not charge you after cancellation.
    • If a payment fails, we will notify you and provide a grace period before suspending access. If payment remains overdue for more than fifteen (15) days, we may suspend or terminate your account and pursue unpaid fees.
    • Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
    • Median may change pricing with thirty (30) days' notice by email to the address on file. Price changes apply to subsequent billing cycles, not retroactively. If you disagree with a price change, you may cancel before the change takes effect.
    • Flat monthly fee, under $1,000,000 in annual revenue. Your fee is fixed for the billing period and does not vary with the number of Active Financial Accounts you connect or the number of ledger entries we post. Your band is set from the annual revenue reflected in the books we keep for you, or from the figure you provide at signup until we have a full period of your books. If your annual revenue moves you into a different band, we will give you at least thirty (30) days' advance notice before the new band applies, and it applies only to subsequent billing cycles.
    • Metered fee, $1,000,000 or more in annual revenue. The per Active Financial Account portion of your fee is metered and adjusts automatically, prorated to your billing period, as you connect or remove Active Financial Accounts. This automatic adjustment reflects your actual account count and is not a price change, so it does not require separate advance notice.
    • Locked per-entry rate and re-quote. This applies only to metered pricing. The per posted ledger entry rate you are quoted is locked for twelve (12) months and re-quoted at renewal. Before renewal, we may re-quote the entry rate only if your actual posted ledger entries exceed 150% of your quoted volume for two (2) consecutive months, or if you add Active Financial Accounts. Any re-quote is made with at least thirty (30) days' advance notice, applies only to future billing cycles, and is never applied retroactively. If you disagree with a re-quote, you may cancel before it takes effect.
    • No annual plan. Billing is monthly and month to month. Median does not offer an annual plan, a prepaid term, or a discount for paying yearly.

    18. Taxes on Fees

    Fees for the Service do not include sales, use, value-added, withholding, or similar taxes. You are responsible for paying any such taxes imposed on the fees, except for taxes on Median's net income. If we are required to collect any such tax, we will add it to your invoice.

    19. Subcontractors

    Median may use subcontractors, contractors, or third-party service providers (for example, bookkeepers, tax preparers, and cloud infrastructure providers) to deliver the Service. Median remains responsible for the performance of its subcontractors under these Terms and for ensuring that subcontractors are bound by confidentiality obligations at least as protective as Section 12.

    20. Service Availability

    We aim for high availability but do not guarantee uninterrupted or error-free operation of the Service. Planned maintenance windows will be communicated in advance where practical. We are not liable for losses caused by temporary service interruptions, delays, or degradations.

    21. Warranty Disclaimer

    Except as expressly stated in these Terms, the Service and all Output are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by law, Median disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, title, and any warranties arising out of course of dealing or usage of trade.

    Median does not warrant that the Service will meet your requirements, that it will operate without interruption or error, or that Output will be free of mistakes. You acknowledge that use of the Service and reliance on Output is at your own risk, subject to the limits on liability in Section 22.

    22. Limitation of Liability

    To the maximum extent permitted by law, Median's total aggregate liability for any and all claims arising out of or relating to the Service or these Terms is limited to the greater of (a) the fees you paid Median in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

    Median is not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost data, loss of goodwill, business interruption, or tax penalties, interest, or additional taxes owed, whether in contract, tort (including negligence), or any other legal theory, even if Median has been advised of the possibility of such damages.

    These limitations do not apply to liability that cannot be limited under applicable law (for example, Median's own fraud, willful misconduct, or gross negligence). Some jurisdictions do not allow certain limitations; in those jurisdictions, our liability is limited to the maximum extent permitted.

    23. Indemnification

    By you. You will defend, indemnify, and hold harmless Median and its officers, directors, employees, and contractors from any third-party claim, liability, damages, and reasonable attorneys' fees arising out of: (a) your breach of these Terms; (b) your Customer Data, including any allegation that Customer Data infringes a third party's rights or violates law; (c) your use of the Service in violation of law; or (d) a dispute between you and a third party relating to your business, taxes, or financial records.

    By Median. Median will defend, indemnify, and hold you harmless from any third-party claim alleging that the Service, as provided by Median and used in accordance with these Terms, directly infringes a valid U.S. patent, copyright, or trademark, provided you promptly notify us of the claim, give us sole control of the defense and settlement, and reasonably cooperate with us. If Median's Service is found to infringe (or Median reasonably believes it may be found to infringe), we may, at our option: (i) procure the right for you to continue using the Service, (ii) modify the Service to be non-infringing, or (iii) terminate your Subscription and refund any prepaid, unused fees. This paragraph states Median's sole liability and your exclusive remedy for third-party infringement claims.

    24. Termination

    Either party can terminate as follows:

    • By you, for convenience. You may cancel your Subscription at any time from Settings in the Service or by emailing support@medianfi.com. Cancellation takes effect at the end of your current billing period.
    • By Median, for cause. We may suspend or terminate your account for breach of these Terms, failure to pay, fraud, risk to the Service or other customers, or as required by law. We will provide notice and, where appropriate, an opportunity to cure.
    • By either party, for material breach. Either party may terminate if the other materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice.
    • Effect of termination. On termination, your right to access the Service ends. Median will make your Customer Data and Output available for export for thirty (30) days, after which we will delete it, subject to legally required retention periods. You remain responsible for fees incurred through the termination date.

    25. Suspension

    We may suspend your access to the Service, with or without advance notice, if we reasonably believe that: (a) your account poses a security, legal, or operational risk; (b) your use of the Service violates these Terms; (c) your payment is overdue; or (d) suspension is required by law. We will restore access as soon as the reason for suspension is resolved, where appropriate.

    26. Force Majeure

    Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemics, government action, labor disputes, internet or telecommunications failures, cloud infrastructure outages, or failures of third-party providers.

    27. Export Controls and Sanctions

    You represent that you and the business you represent are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and are not on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable U.S. and international export control and sanctions laws in your use of the Service.

    28. Disputes and Governing Law

    These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. Any dispute arising out of or relating to these Terms or the Service will be resolved first through good-faith negotiation. If unresolved within thirty (30) days, the dispute will be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be seated in New York, New York, and conducted in English. The arbitrator may award any relief available in court, subject to the limitations in Section 22.

    Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction for claims involving intellectual property, confidentiality, or data security. The parties waive any right to a jury trial and, to the extent permitted by law, any right to participate in a class action or collective proceeding.

    29. Notices

    Median will send legal notices to the email address associated with your account, and you consent to receiving notices electronically. Notices to Median must be sent to legal@medianfi.com, with a copy to Median Labs Inc., 447 Broadway, Fl 2 Ste 559, New York, NY 10013.

    30. Assignment

    You may not assign or transfer these Terms or any rights or obligations under them without Median's prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided the successor agrees to be bound by these Terms. Median may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any unauthorized assignment is void.

    31. Changes to These Terms

    Median may update these Terms from time to time. If we make material changes, we will provide at least thirty (30) days' advance notice by email to the address on file or by posting a notice in the Service. Continued use of the Service after the notice period means you accept the new Terms. If you disagree with the changes, cancel your Subscription before they take effect. The "last updated" date at the top of this page always reflects the most recent version.

    32. Electronic Communications and Signatures

    You agree that Median may communicate with you electronically (including by email, in-app messages, and notifications) and that electronic communications and records satisfy any legal requirement that communications be in writing. Any electronic signatures, click-to-accept actions, or similar affirmations you provide have the same legal force as handwritten signatures.

    33. Free Tools

    Median publishes free, no-cost tools that anyone may use without an account, a subscription, or a customer relationship with Median. These include the public Model Context Protocol server at medianfi.com/mcp, any compliance or accounting skill Median publishes for use with AI assistants, and any similar public interface Median offers at no charge (each, a "Free Tool"). This Section 33 governs Free Tools. Where it conflicts with another section, this Section 33 controls for Free Tools.

    Acceptance. Free Tools are used by sending requests to a public endpoint, often by an automated agent acting for you rather than by you directly. By sending a request to a Free Tool, or by installing or running a published Median skill, you accept these Terms on your own behalf and on behalf of any business you represent, whether or not you have an account with Median. If you direct an AI assistant or other software to use a Free Tool on your behalf, its requests are your requests. If you do not accept these Terms, do not use the Free Tools.

    No professional relationship, and not advice. Free Tools do not create an accountant-client, attorney-client, tax preparer, advisory, fiduciary, or other professional relationship between you and Median, and nothing they return is legal, tax, accounting, or financial advice or an opinion on your particular situation. They are general informational reference material. They do not determine, certify, or opine on whether you are in compliance with any law, and they are expressly designed not to. They do not prepare, sign, or file anything on your behalf, and no Median professional has reviewed your circumstances. Use of a Free Tool does not engage Median for any service.

    Accuracy, currency, and completeness. Statutes, regulations, agency guidance, filing fees, deadlines, and penalties change frequently and sometimes without notice, and coverage is partial by design: the tools state the jurisdictions and categories they do not cover rather than implying completeness. Output may be inaccurate, incomplete, superseded, or wrong for your facts, including where the facts supplied to the tool were themselves incorrect. Output carries a verified-through date and a link to the responsible government source for each item. You are responsible for verifying any item at that primary source, and for consulting a qualified professional licensed in the relevant jurisdiction, before acting or declining to act. Reliance on Output without such verification is unreasonable, and it is at your sole risk.

    As is. Free Tools and their Output are provided on an "as is" and "as available" basis, without warranties of any kind, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and any warranty arising from course of dealing or usage of trade. Median does not warrant that a Free Tool will be available, uninterrupted, secure, or error-free, and may change, rate limit, degrade, or withdraw any Free Tool at any time without notice or liability.

    Limitation of liability for Free Tools. To the maximum extent permitted by law, Median's total aggregate liability to you arising out of or relating to any Free Tool, on any theory of liability including negligence, will not exceed one hundred U.S. dollars ($100). Median is not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, nor for any taxes, interest, penalties, fines, assessments, late fees, franchise taxes, loss of good standing, administrative dissolution, professional fees, lost profits, or lost business arising from your use of or reliance on a Free Tool, or from any act or omission you take or fail to take in connection with it. Sections 21, 22, and 23 apply to Free Tools in addition to this paragraph. These limits apply even if a limited remedy fails of its essential purpose and even if Median was advised of the possibility of such damages. Some jurisdictions do not allow certain exclusions, so parts of this paragraph may not apply to you.

    Disclosure of interest. Median is an accounting firm and sells some of the services a Free Tool may identify as relevant to you. Output labels those items, routes everything else to the government's own resources, and includes this disclosure. A Free Tool is a marketing and reference resource as well as a useful one, and you should weigh it accordingly.

    What Median records. Median logs Free Tool requests, including the structural facts submitted (such as entity type, jurisdictions, and counts), what the tool returned, and a company name where one is supplied. Supplying a company name is optional and does not change the Output. Median uses this to measure and improve the tools and may use a supplied company name to contact you about its services. Do not submit documents, government identification numbers, financial account details, personal information about individuals, or confidential information: no field accepts them, and you should not attempt to send them. See the Privacy Policy.

    Your responsibilities. You will use Free Tools only for lawful purposes and for your own business or a business you are authorized to act for; will not use them to provide professional advice to third parties as though the Output were your own diligence; will not present Output as certified, verified, or as a compliance opinion; and will not attempt to overwhelm, circumvent rate limits on, scrape at scale, or reverse engineer the service. Section 23 (Indemnification) applies to your use of Free Tools.

    Published Median skills and open source components are separately licensed, and where a license accompanies them its warranty and liability terms govern that software.

    34. General

    • Entire agreement. These Terms, together with the Privacy Policy, any plan or invoice-specific terms, and any separately signed engagement letter or statement of work, constitute the entire agreement between you and Median regarding the Service and supersede any prior understandings.
    • Order of precedence. In case of conflict, a separately signed engagement letter or statement of work controls over these Terms for the specific scope it covers, and these Terms control over the Privacy Policy on matters of contractual rights.
    • Severability. If any provision of these Terms is held unenforceable, the rest remains in effect, and the unenforceable provision will be modified to the minimum extent needed to make it enforceable.
    • Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.
    • No third-party beneficiaries. These Terms do not create any rights in favor of third parties.
    • Independent contractors. Median and you are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
    • Headings. Section headings are for convenience only and do not affect interpretation.
    • Survival. Sections 10 (Customer Data and Ownership), 12 (Confidentiality), 13 (Feedback and Ideas), 18 (Taxes on Fees), 21 (Warranty Disclaimer), 22 (Limitation of Liability), 23 (Indemnification), 24 (Termination), 28 (Disputes and Governing Law), 29 (Notices), and 33 (General) survive termination of these Terms.

    35. Contact

    Questions about these Terms? Email legal@medianfi.com. For account or support questions, email support@medianfi.com. For privacy or data questions, email privacy@medianfi.com.