Terms of Service

Terms of Service

Revision Date: September 13, 2018

The following terms and conditions, as well as any future modifications (the “Terms”) are a contract between you or your company (“you” or “your”) and Median, Inc., a Delaware corporation (“Median,” “we,” “us,” or “our”) governing your use, and Median’s provision, of the Services (as defined below). By using Median’s software applications, application programming interfaces, Median Webhooks, communication services, networks, and websites, including, but not limited to www.hellomedian.com, app.hellomedian.com, (collectively, the “Services”), you acknowledge that you have read, understood, accept and agree to be bound by the most recent version of these Terms.

You may review the most current version of the Terms at any time on the Median website at http://www.HelloMedian.com/tos (“Term Page”). Median reserves the right to update and change the Terms from time to time without notice, effective immediately, by posting the updated Terms on the Term Page. Your continued use of the Services after the revision date of any such changes shall constitute consent to such changes. You agree to review the Terms periodically to be aware of any such revisions. Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to the Terms.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE, OR CEASE YOUR USE OF, THE SERVICES.

Eligibility

When you use the Services, you represent that you are (i) at least the age of majority in the jurisdiction where you reside or (ii) if you have not reached the age of majority in the jurisdiction where you reside, that you have received permission to use the Services from your parent or legal guardian.

You represent that any information you submit to us when using the Services is accurate, truthful, and current. You also represent that your use of the Services does not violate any applicable law or regulation.

Registration & Account

Certain of the Services may require you to register for an account (“Account”). As part of the Account creation process, you may be asked to provide a username and password unique to the Account (“Login Information”). You are responsible for the confidentiality and use of your Login Information and agree not to transfer or disclose your Login Information to any third party other than an individual with express authority to act on your behalf. If you suspect any unauthorized use of your Account, you agree to notify us immediately. You are solely responsible for any activities occurring under your Account. You have no ownership right to your Account.  If you are registering an Account on behalf of an organization under an agreement between us and another organization, that organization may have administrator rights to access your account and any information provided under your Account.

Grant of Limited License

Subject to your compliance with the Terms including, without limitation, maintaining your registration with current and accurate information and the prompt payment of applicable fees, Median hereby grants you a non-exclusive, non-transferable, revocable, worldwide license to access and use the Services. All rights not expressly granted to you are reserved by Median and its licensors.

Without explicit permission from Median, you may not

Fees

We may require Services to be paid for on a recurring basis (“Subscription Services”) or on an as-used basis (“A La Carte Services” and, together with the Subscription Services, “Paid Services”). We have the right to change, delete, discontinue or impose conditions on Paid Services or any feature or aspect of a Paid Service. Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes as set forth in your Account settings or as otherwise agreed in writing (“Subscription Fee”). A La Carte Services may subject you to fees charged per usage and/or terms. By using an A La Carte Service, you agree to pay the fees and any taxes incurred at the time of usage (“A La Carte Fees” and, together with Subscription Fees, the “Paid Service Fees”).

Paid Service Fees may be paid by credit card, debit card, or other payment forms we may permit. If you link a debit or credit card to your Account, you authorize us to collect Paid Service Fees by debit from your linked debit card or charge to your linked credit card. Regardless of payment device, we reserve the right to collect Paid Service Fees by deduction from your transaction proceeds, the Balance (as defined in the Payment Terms) in your Account or your linked bank account.

Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the 1st of every month until cancelled. You may cancel a Subscription Service at any time from your Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.

All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties associated with your use of the Services, other than on Median’s income. You agree to pay for any such taxes that might be applicable to your use of the Services and payments made by you herein.

Median reserves the right, in Median’s sole discretion, to change published prices without notice. Furthermore, we reserve the right to change the Fees for the Services tied to your account upon thirty (30) days advance notice of the applicability of such change to the Fees and shall not apply to Fees already charged to your account.

Modifications to the Services

Median reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Median shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.

Account Restrictions

Content Restrictions

You are responsible for all materials, including without limitation, information, data, text, software, music, sound, photographs, graphics, video, and email messages or other kinds of messages posted, received or sent through the Services (collectively “Content”) and for all activity that occurs under your account, whether done so by you or any user of the Service who is chatting with you. You give us and our affiliates the right to use and display any Content in such a manner as is necessary to provide the Services to you.

We have the right, but not the obligation, to remove Content that we determine in our sole discretion to be “Offensive Content” as defined below. We also have the right, but not the obligation, to limit or revoke the use privileges of anyone who posts such Content or engages in unacceptable behavior on or through the Services.

We cannot control all Content posted by third parties to the Services. You agree to use the Services at your own risk. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will Median be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You understand that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the Content, integrity, and accuracy of such Content. If you would like to report objectionable materials, you may contact us at [email protected]

You may not post any unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable Content, or Content that violates any of these the Terms (“Offensive Content”). Examples of such Offensive Content include, but are not limited to:

Median’s Intellectual Property Rights

The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in the Terms, Median, its suppliers and licensors own all right, title and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Median always appreciates your feedback or other suggestions about Median, but you understand that we may use such feedback without any obligation to compensate you for them (just as you have no obligation to offer them). You grant us a non-exclusive, worldwide, royalty-free, sublicensable, transferable, irrevocable, perpetual license to use, modify, adapt, publish, perform, or derive new works from your feedback as we choose.

You may not duplicate, copy, reuse, or reverse engineer any portion of the Services, including, but not limited to, the HTML, CSS, Javascript, visual design elements, features, functions, or graphics without express written permission from us.

All trademarks, service marks, logos, trade names and any other proprietary designations of Median used herein are trademarks or registered trademarks of Median. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Digital Millennium Copyright Act Notice

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through our Services, please notify our copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the DMCA, you must provide the following information in writing:

Our designated copyright agent to receive notifications of claimed infringement can be reached as follows

[email protected]

OR

Copyright Agent

7333 N 154th Ave

Bennington, NE 68007

We suggest that you consult your legal advisor before filing a DMCA notice with our copyright agent. There can be penalties for false claims under the DMCA.

Third-party services

As part of your enjoyment of the Services, subject to these Terms, you may grant a third party access to your account to provide additional products, services or labor provided you agree to be responsible for the actions of the third party and to bind the third party to these Terms as your agent.

From time to time, separate applications or services that integrate or interoperate with the Median Services (collectively, “Add-ons”) may become available, either directly from Median or independently. If you choose to install, access or enable an Add-on, you agree that the third-party Add-on provider may acquire access to your account data and information as required for the interoperation or integration of such Add-on and you grant Median permission to give such Add-on access to your account data and information. Accordingly, such applications are governed by their own terms and conditions and are not considered Services under these Terms.

Data

You agree that we have the right to collect and analyze data and other information relating to the use and performance of various aspects of the Services, and we will be free (during and after the term hereof) (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other of our offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with our business.

Privacy Policy

We take your privacy seriously. You can view our full explanation of how we handle your privacy on our dedicated privacy policy page.

100% Service Guarantee

We will respond to your support inquiries within one business day and we will ensure the Services have no unexpected downtime. If you do not believe we met this service level on any day during the period of your premium subscription, notify us by emailing [email protected] within 30 days of the issue and we will credit your subscription back for that day.

Cancellation

You are solely responsible for properly cancelling your premium subscription. An email, phone, chat, or written request to cancel your premium subscription is not considered cancellation. You may cancel your premium subscription at any time by clicking on the “billing” link on the dashboard when logged in. The billing page provides a link to cancel your account. The cancellation of your premium subscription will occur at the end of your current paid up period.

Termination

Median may terminate your account without notice in the event that you breach any of these Terms. Your cancellation will take effect immediately and you will not be charged again. In the event of any termination, Median will not refund any of the prepaid Fees. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. Median reserves the right to refuse service to anyone for any reason at any time.

Refunds

Median is not obligated to provide refunds or credits for partial months or years of the Services, upgrades or downgrades, or unused time during your subscription. If Median materially breaches these Terms and fails to cure this breach within thirty (30) days of receiving written notice from you of such breach, Median will refund the proportion of the pre-paid fees attributable to the period after the breach. If you terminate your account in the event of a suspension for more than 5 business days or discontinuance of the Services, you will be entitled to a refund of the proportion of pre-paid fees attributable to the period after termination.

Warranty Disclaimers

You expressly understand and agree that:

Except as expressly warranted in the terms, all Services are provided “as is” and Median hereby disclaims all warranties and conditions with regard to the Services, whether express, implied or statutory, including all warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement, warranties relating to errors, omissions, delays, or interruptions in the Services, or any other warranties otherwise relating to our performance, nonperformance, or other acts or omissions.

Other than as expressly set in these Terms, Median makes no warranty that (i) the Services will meet your requirements or expectations, (ii) that your access to or use of the Services will be uninterrupted, timely, secure or error free, (iii) that any defects in the Services will be corrected, or (iv) that the Services or any server through which you access the Services are free of viruses or other harmful components.

Any material downloaded or otherwise obtained through the use of the Services are accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

No advice or information, whether oral or written, obtained by you from Median or through or from the Services shall create any warranty not expressly stated in these terms.

Limitation of Liability

You expressly understand and agree that Median and its subsidiaries, affiliates, officers, employees, agents, partners and licensors shall not be liable to you for any indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Median has been advised of the possibility of such damages) in any way relating to or arising from this agreement. In no event shall Median or its respective suppliers aggregate liability for direct damages under this agreement exceed the fees paid for the immediately preceding month before the event giving rise to such claim. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

Please note that downgrading your account may result in the loss of content, features, or capacity of your account. Median does not accept any liability for any such losses.

Indemnification

You agree to defend, indemnify and hold harmless Median, its officers, directors, employees, and agents, harmless for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your connection to or use of the Services, including but not limited to any breach by you of these Terms and any claims arising from the content you submit, post, transmit or make available through the Services.

Non-solicitation

You may not use the Services to solicit, interfere with, or endeavor to entice away from Median any Median customer, user, or subscriber.

The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Services or by written permission of Median or by acting as an agent contracted by a third party to act on its behalf.

Class Action Waiver

All claims and disputes within the scope of this Agreement must be litigated on an individual basis and not on a class basis, and claims of more than one user cannot be arbitrated or litigated jointly or consolidated with those of any other user.

Governing Law

These Terms, your rights and obligations, and all actions contemplated by these Terms shall be governed by the laws of the state of Nebraska. Any disputes arising under this Agreement shall be heard in the state or federal courts in Douglas County, Nebraska. You also agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or related to the use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Force Majeure

Median shall not be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, crime, terrorist attacks, embargoes, acts of civil or military authorities, widespread Internet outages, fire, floods, earthquakes, accidents, strikes, fuel or energy. In the event of any such delay, any applicable period of time for action by Median may be deferred for a period equal to the time of such delay.

Integration and Severability

These Terms are the entire agreement between you and Median with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Median with respect to the Services. If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Assignment of Terms

Median may assign or transfer the Terms, in its sole discretion, without restriction. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

You acknowledge and agree that any notices or other communications required hereunder, including those regarding modifications to the Terms, will be in writing and given by posting to our website or through other electronic means. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Headings for Convenience Only

Headings are for convenience only and have no legal or contractual effect.

Contact

If you have any questions about the Terms of Service, please contact us at [email protected] Copyright © 2017 Median CRM, Inc.