Membership Agreement

PSLF / IDR Counseling Membership Agreement

This Membership Agreement (“Agreement”) is entered into between KeyBank National Association (“Company”, “We”, “Us” or “Our”) and you (“Client” and/or “You/Your”) as of the date agreed to by the Client (“Effective Date”). Company Services (defined below) may be branded Laurel Road, GradFin, or another brand owned by Company. This Agreement supplements and incorporates by reference any Company brand website user agreements (the “Website User Agreement”) to which You have already agreed by accessing Company websites; www.laurelroad.com or www.gradfin.com (the “Websites”).

*Important Disclosures – Read Before You Sign*

Company provides estimates of Your student loan options based upon assumptions and information provided by You and third parties. Company does not provide professional financial, legal or tax advice. Company does not negotiate, settle or alter the payment terms of Your student loans.
COMPANY IS A PRIVATE COMPANY NOT IN ANY WAY AFFILIATED WITH, NOR IS IT SPONSORED OR ENDORSED BY THE U.S. DEPARTMENT OF EDUCATION (“U.S. DOE”). U.S. DOE is the exclusive decision maker on eligibility, enrollment and forgiveness related to federal student loan programs. Company does not guarantee, represent or warrant results or time frames as such is within the exclusive purview of the U.S. DOE.
Company provides an optional, paid service to clients who desire assistance and counseling with their student loan repayment options. Any and all fees paid to Company ARE NOT applied to Your student loans.
Company does not service Your student loans or make student loan payments on Your behalf nor will it ask for your Federal Student Aid Personal Identification Number (“FSA PINs”). For more information or to apply for federal student loan programs on your own, please visit studentaid.gov.

Company and Client do hereby understand, consent and agree to the following:

Membership Services. Company will offer assistance and counseling to You in assessing eligibility, applying for and assisting with conformity under Section 685.219 of the Higher Education Act, known as the Public Service Loan Forgiveness Program (the “PSLF Program”) and under Sections 685.208, 685.209 and 685.221 of the Higher Education Act, known as the Income Driven Repayment Programs (the “IDR Programs”, together with the PSLF Program, collectively the “Program(s)”), among other tangentially related rules and laws. You acknowledge and understand that the Programs may not include all the repayment options available to You, for example, the IDR Programs do not currently include the Income Sensitive Repayment option.
1. Services. You understand and agree that the services provided by Company may include one or more of the following, among other things, hereinafter the “Services”:
  - Review and examination of information, data, documents, content, and/or materials that You provide or otherwise make available to Us in connection with the Services (collectively, “User-Provided Data”), including, without limitation, personally identifiable information (as that term is defined by applicable law), Your student loan file available at www.studentaid.gov, consumer reports, Your student loans and Your income and financial status from a consumer reporting agency to evaluate Your federal student loans in conjunction with Program requirements;
  - If applicable, an assessment of whether Your current employer and each historical employer may be qualifying employer(s) and whether Your employment status may be sufficient for the purposes of the PSLF Program;
  - Review and assistance with Your relevant Program forms, certifications, applications and recalculations requests;
  - Understand Your financial situation and goals to help identify and compare Programs and IDR Plans that may be available to help meet Your goals;
  - Communication with, but not limited to, (i) Your employer, (ii) the U.S. DOE, (iii) Your student loan servicer, and (iv) the IRS with respect to Your Program application;
  - Webinars, demonstrations and unlimited access to student loan consultants to answer Your questions; and
  - Provide counseling and assistance to help align with the requirements of Your Program(s), subject to all of the terms and conditions of this Agreement.
2. Membership Enrollment. To enroll You must provide certain personal information to create a User ID (defined below) and have access to Your membership portal (“Portal”).
3. Use of Membership and Services. You understand, acknowledge and agree that the membership Services may include educational information, advice and recommendations, but that all decisions in connection with the implementation of such educational information, advice and recommendations shall be Your sole responsibility. COMPANY DOES NOT GUARANTEE THAT YOU WILL RECEIVE ANY STUDENT LOAN FORGIVENESS UNDER ANY PROGRAM AS A RESULT OF THE SERVICES. You acknowledge and agree that You still may not qualify for student loan forgiveness after use of the Services. Satisfaction of Program requirements is subject to and dependent upon, among other things, Your timely cooperation and response to all inquiries and requests for information. You agree that some or all of the Services to be provided or performed may be by third-party agents or contractors.
Your Responsibilities. By using the Websites and/or enrolling in the membership Services, You represent, warrant and covenant that You are over the age of eighteen (18) and have the power and authority to enter into and perform Your obligations under this Agreement. You agree to provide all information necessary for Company to perform the Services and in the form reasonably requested by Company. You agree to provide Company with timely access to Your personal data and student loan information. Company will provide the Services based on Your User-Provided Data and will not audit or otherwise independently verify any such User-Provided Data. You represent and warrant that any User-Provided Data provided is true, correct, complete and free of any irregularities. You are wholly responsible for the completeness and accuracy of information provided by third parties and for updating and correcting any such User-Provided Data or third-party provided data as appropriate. You agree that You are responsible for the accuracy and completeness of all documentation or other deliverables prepared on Your behalf in connection with the Services, including, but not limited to, any Program forms, certifications, and applications and that You are responsible for reviewing such documentation or deliverables carefully prior to signing, or the submission of, such documentation or deliverables. You agree to comply with all terms and conditions set forth herein and all applicable local, state, national and international laws, rules and regulations in Your use of the membership and/or the Services. You will not display, reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any content, information, data, or materials provided by Company in connection with the Services, including, without limitation, the Company Student Loan Reports (defined below).
Authorization and Consent To Share Your Information. If applicable to Your Program, You hereby authorize and consent to Company contacting (without further notice to You and without Your participation) Your prior employers, current employer and any future employers to discuss, among other things, Your eligibility to participate in the PSLF Program and the status of any such employer as a potentially qualifying employer under the PSLF Program. Where applicable, You also hereby authorize Company to contact (without further notice to You and without Your participation) the U.S. DOE, the IRS and Your student loan servicing company to discuss, among other things, Your student loan balance and any other matters related to the Program and Your participation therein. You hereby authorize and consent to Company submitting documentation on Your behalf to U.S. DOE and Your student loan servicing company in connection with the Services, without further notice to You and without Your participation.
Term. The initial term of this Agreement will commence on the date that You complete Your enrollment which requires successful completion of all of the following: (a) selecting Your membership plan, (b) agreeing to the terms and conditions in this Agreement, and (c) the payment and processing of Your initial membership rate. Your enrollment shall continue for a period of twelve (12) months (the “Initial Term”), unless this Agreement is earlier canceled by You in accordance with Section 7 below or terminated by Company in accordance with Section 8. After the expiration of the Initial Term, this Agreement shall automatically renew on the anniversary date of Your completed enrollment for successive twelve (12) month periods (each a “Renewal Term”, together with Initial Term, the “Terms”), unless this Agreement is earlier canceled by You in accordance with Section 7 below or terminated by Company in accordance with Section 8 below. The Initial Term or any Renewal Term, as applicable, shall expire at such time when You receive student loan forgiveness, are no longer eligible for a Program, or properly cancel Your membership or it is terminated by Company.
Membership Rates and Payment. In consideration of providing the Services, You shall pay an annual membership rate to Company.
1. Legacy Members. If You completed enrollment prior to July 9 2024, Your annual membership rate will remain at its current rate for Your current membership Term. You understand and agree that upon notice to You in accordance with Section 11 below, Company reserves the right to change the membership rate for any subsequent Renewal Term. Any other membership rate discount that You may be eligible for will be applied at the time of payment via Stripe (defined below). The membership rate for the Services excludes any taxes. Sales tax may apply.
2. New Members. If You completed enrollment on or after July 9, 2024, Your current annual membership rate will be five-hundred and forty-nine U.S. dollars ($549.00) per Term, or three hundred and forty-nine U.S. Dollars ($349.00) per Term if You elect to apply for, successfully open and maintain a Laurel Road Freedom Plus Checking Account (see Section 6 for full terms and conditions) AND meet all the Criteria (defined below) during the Fulfillment Period (defined below) each Term. Upon notice to You in accordance with Section 11 below, Company reserves the right to change either membership rate for any subsequent Renewal Term. Any other membership rate discount that You may be eligible for will be applied at the time of payment via Stripe (defined below). Only if selected during enrollment in Your Initial Term, the membership rate may be paid in equal monthly installments. The membership rate for the Services excludes any taxes. Sales tax may apply.
3. Payment Processing. To pay Your membership rate You will be asked to provide a payment method at the time of initial enrollment in the membership. You agree to provide Company with complete and accurate billing and contact information and represent and warrant that You have the legal right to use any credit card(s) or other payment means permitted by Company to pay the membership. Your payment will be processed by Stripe, Inc. (“Stripe”), and Your use of the Stripe payment portal is governed by the applicable Stripe terms located at https://stripe.com/legal/end-users. Further, You understand and agree that information collected by Stripe in connection with processing Your payment will be used pursuant to the terms of the Stripe privacy policy located at https://stripe.com/privacy. If We are unable to charge the applicable membership rate to You via Your payment method, You will remain responsible for any unpaid amount, and We may attempt to charge You again or request that You provide another payment method. By authorizing such payments, You are authorizing Stripe to store your payment instrument information and process such payments as charges to Your designated credit card or other payment method. If any credit card transaction or other payment method is rejected or denied, Company reserves the right to collect any fee it incurs associated with any rejection or denial.
4. Failure to Pay. If You fail to pay the required membership rate on time, for any reason, Company may suspend or terminate the Services in accordance with Section 8. Suspension or termination of the Services for non-payment could result in a loss of access to Your Portal and to Your Company consultant. You agree to reimburse Company for all expenses incurred in connection with the collection of any unpaid monies payable under this Agreement, including reasonable attorneys’ fees and expenses and court costs.

Laurel Road Freedom Plus Checking Account Option. Only during Your Initial Term enrollment, You may elect to apply for a companion Laurel Road Freedom Plus Checking Account (“FP Account”). Eligibility and qualifications to open a Laurel Road FP Account are subject to the terms and conditions available at: https://www.laurelroad.com/wp-content/uploads/2024/06/Deposit-Account-Agreement-Funds-Availability-Policy_062024COMP_1557.pdf. If You do not qualify to open a FP Account, You are not eligible for the associated discounted rate and, upon processing of such denial, Company will refund Your membership rate paid and cancel Your membership. You can reapply for standard membership at the then current membership rate. If You elect to apply for and successfully open a FP Account, along with meeting the Criteria (defined below) during the Fulfillment Period (defined below) each Term, You may be eligible for a reduced membership rate of three hundred and forty-nine U.S. Dollars ($349.00) per Term. Upon notice to You in accordance with Section 11 below, Company reserves the right to change the discounted membership rate for any subsequent Renewal Term. You can only elect to open and apply for a FP Account at the time of initial enrollment in a Program and You must meet the Criteria out of the companion FP Account to be eligible for the discounted rate. You will only retain the reduced membership rate for each Term You continue to meet the following required criteria (“Criteria”) during the Fulfillment Period;

Make one (1) qualifying Direct Deposit (defined below) of at least fifteen hundred ($1,500.00) U.S. Dollars into Your FP Account, unless a Direct Deposit Exception (defined below) applies;

AND

Make at least one (1) qualifying student loan payment from Your FP Account, unless a Student Loan Exception (defined below) applies.

If You wish to apply for a FP Account after initial enrollment in a Program, You must cancel Your Program membership and re-enroll under the FP Account option and meet all requirements thereunder.

Fulfillment Period. You must meet the Criteria within the third (3rd) statement month after opening Your FP Account for the Initial Term, or for all subsequent Renewal Terms, within the statement month immediately prior to membership renewal (the “Fulfillment Period”). If You do not meet the Criteria during the Fulfillment Period for any Term, You will not receive the discounted membership rate for that Term and will be charged the remaining two-hundred U.S. dollar ($200.00) membership balance via Your indicated payment method within sixty (60) business days after Your Fulfillment Period. Additional membership discounts may be applied to the remaining membership balance. If You fail to meet the Criteria during the Fulfillment Period for any Term, You are eligible to receive the discounted membership rate in subsequent years, if You resume meeting the Criteria during the Term’s Fulfillment Period.
Qualifying Direct Deposit. A qualifying “Direct Deposit” is a pre-arranged electronic direct deposit through the Automated Clearing House (“ACH”) Network from most employer payrolls, payroll providers (excluding third-party advance payroll service providers), benefits payers such as Social Security or Military Pay, or pension. Non-qualifying deposits include, but are not limited to: point-of-sale (“POS”) and internet-initiated mobile entry (“WEB”) ACH transactions; incoming Person-to-Person (“P2P”) payments made via the ACH Network such as Zelle, PayPal, Cash App, or Venmo (including payroll-related transactions made via P2P providers); mobile check deposits; wire transfers; cash deposits; one-time direct deposits such as tax refunds and corporate reimbursements; internal transfers between Laurel Road or KeyBank accounts; external transfers from another financial institution; and insurance payments and other similar transactions. You may be eligible for an exception from making at least one (1) qualifying Direct Deposit into Your FP Account if, during Your Fulfillment Period for that Term (“Direct Deposit Exception”); (a) You are unemployed, (b) You are on a special pay schedule, or (c) You are changing employment. You must request a Direct Deposit Exception prior to the end of Your Fulfillment Period each Term and will be required to provide supporting documentation of Your Direct Deposit Exception request. You must submit Your Direct Deposit Exception request each Fulfillment Period. Laurel Road, in its sole discretion, reserves the right to deem any deposit either a qualifying or non-qualifying Direct Deposit, as applicable.

Qualifying Student Loan Payment. A qualifying student loan payment from Your FP Account must be an electronic payment towards any student loan serviced by a federal student loan servicer. Non-qualifying student loan payments may include, but are not limited to, student loan payments made via check or other non-easily identifiable means and those student loan payments to a non-federal student loan servicer. You may be eligible for an exception from making at least one (1) qualifying student loan payment from Your FP Account, if Your federal student loan status is any of the following during the Fulfillment Period for that Term (“Student Loan Exception”, together with Direct Deposit Exception, collectively the “Exceptions”); (a) You are in a grace period where no student loan payment is due per the terms of the student loan, (b) Your application for the Program is not yet approved by the U.S. DOE, (c) You consolidated with Your federal loan servicer, (d) Your student loans are in forbearance, (e) Your student loan payment is zero U.S. ($0) dollars, or (f) other circumstances as determined by Company. You must request a Student Loan Exception prior to the end of Your Fulfillment Period each Term and will be required to provide supporting documentation of Your Student Loan Exception request. You must submit Your Student Loan Exception request each Fulfillment Period. Laurel Road, in its sole discretion, reserves the right to deem any student loan payment either a qualifying or non-qualifying student loan payment, as applicable.

Year 1	Standard Membership	Membership with a Freedom Plus Checking Account
Year 1	You’ll pay $549 upon enrollment for Your Initial Term.	You’ll pay $349 for Your Initial Term when You open a Laurel Road FP Account at enrollment and meet the following Criteria in Your third (3rd) statement month after FP Account opening: $1500+ in qualifying Direct Deposits into Your FP Account* + 1 qualifying student loan payment from Your FP Account* Or the remaining membership balance of $200.00 will be charged to You within sixty (60) days after the Fulfillment Period. *Unless Exceptions are requested and approved before the end of the Fulfillment Period.
Year 2 and Up	Standard Membership	Membership with a Freedom Plus Checking Account
Year 2 and Up	You’ll pay $549 for all Renewal Terms.	You’ll pay $349 at the beginning of each Renewal Term if You maintain your Laurel Road FP Account and meet the below Criteria in the statement month immediately prior to Your membership renewal month: $1500+ in qualifying Direct Deposits into Your FP Account* + 1 qualifying student loan payment from Your FP Account* Or the remaining membership balance of $200.00 will be charged to You within sixty (60) days after the Fulfillment Period. *Unless Exceptions are requested and approved before the end of the Fulfillment Period.

CANCELLATION POLICY; AUTOMATIC RENEWALS; RECURRING PAYMENTS.
1. Cancellation Policy. Subject to all of the terms of this Agreement, the Services and Your obligation to pay Your applicable membership rate will continue until You properly cancel or this Agreement ends or is terminated by Company. You may cancel this Agreement at any time by using the cancellation option in Your Portal, or by sending an e-mail to CustomerCare@GradFin.com or via letter sent to: Laurel Road, Atten: Membership Cancellation, 124 East 14^th Street, 11^th Floor, New York, New York 10003, or calling us at 1-844-GRADFIN (472-3346). After Our receipt of Your cancellation request, recurring payments will stop and upon expiration of the current Term, You will lose access to Your Portal and to Your consultant. If You cancel the Services during the Initial Term or any Renewal Term and You have been paying the membership fee in monthly installments, You agree to continue to timely pay not cancel, terminate or close your FP Account. The terms and conditions surrounding closure of a FP Account can be found at https://www.laurelroad.com/wp-content/uploads/2024/06/Deposit-Account-Agreement-Funds-Availability-Policy_062024COMP_1557.pdf. Further, if You properly close Your FP Account, that will not cancel or terminate Your membership and may subject You to losing Your discounted membership rate.
2. Automatic Renewals. This Agreement is a continuous subscription that automatically renews on the anniversary date of Your initial enrollment. You must cancel the Agreement prior to the beginning of a Renewal Term to avoid being charged Your appropriate membership rate for such Renewal Term. Be reminded that You may cancel the Agreement at any time by using the cancellation option in the Portal or by sending an e-mail to CustomerCare@GradFin.com or via letter sent to: Laurel Road, Atten: Membership Cancellation, 124 East 14^th Street, 11^th Floor, New York, New York 10003, or by calling us at 1-844-GRADFIN (472-3346).
3. Recurring Payments. You authorize recurring payments to be charged to You at the beginning of each Renewal Term using the payment method You provided, unless the Agreement is earlier canceled by You or termination by Company or You are no longer eligible for the Programs. Prior to the expiration of the Initial Term or the then current Renewal Term, consistent with applicable law, Company will notify You by e-mail that this Agreement will renew for a Renewal Term, the date on which this Agreement is scheduled to automatically renew, and the amount of the membership rate for such Renewal Term, including the amount of any change in the then-applicable membership rate.
4. 30-Day Refund Policy. If You cancel the Agreement within the first thirty (30) calendar days of the Effective Date, You may request a refund and Company will refund the membership rate You paid. This offer only applies during the Initial Term. This refund policy does not affect any statutory rights that may apply to You. Except as otherwise set forth herein, Your payment of any membership rate is final and non-refundable. If You opened a FP Account, cancellation of this Agreement will not cancel, terminate or close your FP Account. The terms and conditions surrounding closure of a FP Account can be found at https://www.laurelroad.com/wp-content/uploads/2024/05/Deposit-Account-Agreement-Funds-Availability-Policy_COMP-1483-05012024.pdf.
Termination.
1. Upon any breach by You of any terms or conditions of this Agreement or the Website User Agreements, Company may terminate the Services and this Agreement upon written notice to You at Your e-mail address or mailing address on file. If You initiate a chargeback or reversal of Your payment of any membership rate, Company may immediately terminate the Services and this Agreement without notice to You. Upon any termination of this Agreement, Your authorization to use any Program materials and any content, information, data and other materials appearing on the Website and made available to You in connection with this Agreement shall be immediately and without further notice be revoked and terminated.
2. If We suspect that You may be using the Program and/or the Services for any illegal, fraudulent, unauthorized, or improper activity, or in any manner that could harm our reputation (each a “Prohibited Use”), We may immediately suspend or terminate the Services and Agreement without notice to You, and Your authorization to use any Program materials and any content, information, data and other materials appearing on the Website and made available to You in connection with this Agreement shall be immediately and without further notice, revoked and terminated. In addition, We may immediately suspend or terminate the Services and Agreement without notice to You if We reasonably believe that there is unusual activity in or involving Your membership. You agree to cooperate fully with Us to investigate any suspected Prohibited Use.
3. If We terminate the Agreement during the Initial Term or any Renewal Term, and You have been paying the membership rate in monthly installments, You agree to promptly pay Company any unpaid membership amount owed by You.
Service Disclosures.
1. No Legal, Tax, Investment or Accounting Advice. You acknowledge and agree that Company is an independent contractor and not an employee, employer, partner, agent or fiduciary to You or any other person by reason of offering the Program(s) and/or the Services hereunder. The Program(s) and Services are NOT intended to constitute legal, tax, investment, accounting or other professional advice. Additionally, Company is not advising You or any other person as to any legal, tax, investment or accounting matters in any jurisdiction. Company is not a debt relief services provider, loan broker, broker-dealer, registered investment advisor, or insurance agent. You agree to consult with Your own legal, tax, investment or accounting advisers, as applicable, with respect to Your individual circumstances and needs. You are solely responsible for evaluating the merits and risks associated with Your enrollment and participation in any Program.
2. The Service Provides Estimates Only. The information Company provides to You consists of ESTIMATES that may be different than actual amounts and results. Information Company provides about repayment plans that may be made available through the U.S. DOE or other governmental authorities are based on current laws and regulations, which are subject to change. Our analysis is also dependent on User-Provided Data and other information You provide Us, the current terms of Your existing student loans, and other information We obtain from third parties. The estimates are based on assumptions and information We obtain or You provide. Your actual results may differ if Your circumstances, applicable law or the assumptions change, or Your Use-Provided Data or other information is inaccurate or incomplete. We make certain assumptions in Our analysis. For example, We assume that You will continue to be employed and that any loans with a variable rate will not be subject to an interest rate change during the life of the loan. We assume that You will always make monthly payments, in full and on the due date. If You fall behind on payments, spend time in deferment or forbearance, or change repayment plans, the information We provide may no longer be accurate. We also assume that certain repayment incentives You may receive will continue. Any such assumptions, inaccuracies or omissions in the User-Provided Data or other data provided to Us by You or any third party may negatively affect the quality and accuracy of the Services and related information We provide to You. Even if the User-Provided Data and other information We consider is complete and accurate at the time it is provided to Us, the information and estimates We provide to You may become inaccurate or outdated due to, among other things, changes in Your income, employment status, employer, the terms of Your loans, or financial situation; changes in the laws, regulations, agreements and terms governing the repayment or refinancing plan You select; changes to the availability of any repayment plan You select; revelation of information that was not known or disclosed to Us at the time We provided the estimate; or any other circumstances that are outside of Our knowledge or control. Any such changes may result in changes to Your regular payment amount, loan balance, number of payments You owe, eligibility for loan forgiveness, total cost of credit, lost opportunity, or other consequences.
3. Other Options May Be Available. We cannot guarantee Your eligibility for any Program or student loan forgiveness. The Program(s) are not exhaustive of all repayment options and You may be able to obtain better repayment or refinancing terms than those Company has identified for You. You should consider Your own financial circumstances carefully before making a decision and consult Your own tax, legal and accounting advisors before engaging in any transaction.
4. Your Responsibility to Establish and Maintain Eligibility for Repayment.After You enroll in a Program, the terms may require You to, among other things, maintain eligible employment, make qualifying payments and submit an annual certification to an agency, lender, or student loan servicer in order to maintain Your continued eligibility. While Company provides counseling on this process, it is Your sole responsibility to ensure You comply with all the terms and conditions of any Program. Failure to comply with all Program requirements may result in, among other things, Your disqualification from the Program and changes to Your eligibility for certain benefits, such as loan forgiveness.
Privacy Policy; Security; User-Provided Data. We understand the need to safeguard Your information and records from unauthorized use and disclosure. You agree that all User-Provided Data is governed by Our Privacy Statement located at https://www.laurelroad.com/online-privacy-statement/ incorporated into this Agreement. You further understand and agree that by using the Services, You accept the terms and conditions of our Privacy Statement. If You do not agree to Your User-Provided Data being used in any of the ways described in this Agreement or in Our Privacy Statement, You must discontinue use of the Services. You represent and warrant that You have (and will retain at all times during the term of this Agreement) all rights, title, and interests necessary to provide and/or otherwise make available to Us any and all User-Provided Data and to grant the license set forth herein. You further represent and warrant that Our use of Your User-Provided Data as contemplated by this Agreement and Our Privacy Statement will not infringe upon, misappropriate, or otherwise violate the rights of any person or entity.
Changes to this Agreement. Except as otherwise required by applicable law or as provided herein, We may add, remove, or otherwise modify any of the terms and conditions of this Agreement, the Program(s) and/or the Services, at any time and without notice to You, and such changes will be effective immediately. Your continued use of the Services after Our sending any required notice or posting such changes to this Agreement on the Website and/or in the Portal, will constitute Your acceptance of, and agreement to be bound by, such changes to this Agreement. You agree that these procedures are acceptable to You to provide You with notice of changes to this Agreement. The revised Agreement will supersede the affected terms and conditions of this Agreement and shall apply to any activity or transaction previously or hereafter taken by You in connection with the Services.
Non-Exclusivity. You acknowledge and agree that Company is not providing services solely to You and may provide services (including services similar or identical to the Services) for or on behalf of third parties or pursue opportunities to provide services (including services similar or identical to the Services) for third parties.
Your Use. In consideration of, and subject to, Your agreement to and compliance with all of the terms and conditions set forth in this Agreement, Company hereby grants to You a limited, revocable, single-user, non-exclusive, non-transferable, non-sublicensable license, in the United States, which shall terminate immediately, and without notice, upon the termination or suspension of Services or this Agreement or the effective date of Your cancellation thereof, (a) to access and make personal, non-commercial use of the Websites and/or Portal for purposes of accessing the any Program materials and the Services (provided You access only those portions of the Websites to which You are entitled and otherwise act lawfully and in accordance with the Websites User Agreements); (b) in connection with such use, to display for Your personal, non-commercial purposes, any Program materials, content, information, data, and other materials appearing on the Websites and/or Portal and made available to You in connection with the Services; and (c) to reproduce, use, and display, in each case for Your personal, non-commercial purposes, documents and materials made available to You in connection with the Services including, without limitation, the Company student loan reports (the “Student Loan Reports”).
Account Security. You will need a user identification name selected by you (“User ID”) and an authorized personal identification number or code (the “Password”) to access Your Portal and use the Services. You agree to keep your User ID and Password confidential at all times and to prevent any disclosure of Your User ID and Password to any other person or entity. To help safeguard your security, You should change your Password frequently. If You forget Your Password, You may use the “Forget Password” link on the login screen to reset Your Password. You assume all responsibilities for and all risks of loss from Your providing personal information, including, but not limited to, Your User ID and Password, to any other person or entity or any website not maintained by KeyCorp, its affiliates or subsidiaries, including KeyBank, Laurel Road and GradFin (collectively called “Key”) that spoofs or otherwise imitates the Websites and/or Portal, or by linking to third party websites from unauthorized email, and You hereby release Key from all liabilities and obligations in connection with such actions by You. You are also responsible for maintaining the integrity of Your hardware and operating system to prevent viruses, spyware or other malicious software from stealing Your User ID, Password or other information. We bear no responsibility for unauthorized access to Your Portal as a result of Your failure to follow appropriate security precautions. If You should become aware of any unauthorized use of Your Portal, User ID and/or Password, or if You otherwise believe that Your Portal has been compromised, You agree to immediately notify Us by email at: CustomerCare@GradFin.com. You are responsible for all activity performed in or through Your Portal, and You agree that We may treat any activity performed in or through Your Portal as authorized by You. You should use particular caution when logging into and using Your Portal, and when submitting personally identifiable information through the Websites and/or Portal so that others are not able to view or record Your User ID, Password or other information. We have the right to disable Your Portal, User ID, or Password, at any time, without notice to You, in Our sole discretion, for any reason, including, but not limited to, if You have violated any provision of this Agreement.
LEGAL DISCLAIMERS. THE SERVICES AND THE PROGRAMS ARE PROVIDED “AS IS,” “WHERE IS,” AND “AS AVAILABLE.” WE DO NOT WARRANT THE ACCURACY, ADEQUACY, COMPLETENESS OR TIMELINESS OF THE PROGRAM OR ANY INFORMATION, DATA, CONTENT OR OTHER MATERIALS PROVIDED IN CONNECTION WITH THE SERVICES, AND WE EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE PROGRAM OR IN ANY SUCH INFORMATION, DATA, CONTENT OR OTHER MATERIALS PROVIDED IN CONNECTION WITH THE SERVICES. THERE IS NO WARRANTY THAT THE SERVICES AND/OR ANY PROGRAMS OR ANY OTHER DATA, CONTENT OR OTHER MATERIALS PROVIDED IN CONNECTION WITH THE SERVICES, WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS.

NO WARRANTY OF ANY KIND, IMPLIED, EXPRESS OR STATUTORY INCLUDING THE WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, MERCHANTABILITY OR QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATION CONTENT, INFORMATION ACCESS AND ORDER EXECUTION, OR FREEDOM FROM COMPUTER VIRUS, IS GIVEN BY US IN CONNECTION WITH THE PROGRAMS, THE SERVICES, THE STUDENT LOAN REPORTS, AND/OR ANY CONTENT, INFORMATION, DATA AND/OR MATERIALS AVAILABLE THEREFROM, OR WITH RESPECT TO ANY ADDITIONAL SERVICE PROVIDED BY OR IN CONNECTION WITH A THIRD-PARTY LENDER. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WILL NOT OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.

YOUR USE OF THE SERVICES AND/OR ANY PROGRAM IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM SUCH USE. KEY SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO ANY DECISIONS MADE OR ACTIONS TAKEN WITH RESPECT TO YOUR COMPLIANCE WITH ANY PROGRAM, INCLUDING WITHOUT LIMITATION, ANY REJECTION OF YOUR ELIGIBILITY FOR THE PROGRAM.

WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY RESULTING FROM ANY ERRORS OR OMISSIONS IN ANY AND ALL USER-PROVIDED DATA. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY PROGRAMS, CONTENT, INFORMATION, DATA, OR OTHER MATERIALS MADE AVAILABLE TO YOU ON OR THROUGH THE WEBSITES OR IN CONNECTION WITH THE SERVICES.

THE FOREGOING DISCLAIMERS OF WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
LIMITATION OF LIABILITY. IN NO EVENT WILL KEY OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, VENDORS OR PROVIDERS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES, LOSSES, OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER ARISING IN CONNECTION WITH OR RELATING TO: (i) YOU OR ANYONE ELSE ACCESSING, USING, PRINTING, COPYING OR DOWNLOADING ANYTHING FROM THE WEBSITES AND/OR PORTAL, INCLUDING, WITHOUT LIMITATION, ANY PROGRAM MATERIALS OR INFORMATION, (ii) ANY ERRORS, OMISSIONS, OR OTHER INACCURACIES IN ANY PROGRAM OR THE SERVICES; (iii) THE USE OR THE INABILITY TO USE THE PROGRAM OR THE SERVICES; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY USER-PROVIDED DATA, (v) ANY INTERCEPTION OF ANY USER-PROVIDED DATA BY ANY UNAUTHORIZED PERSON; OR (vi) ANY OTHER MATTER RELATING TO ANY PROGRAM OR SERVICES, EVEN IF WE OR ANY OF SUCH PERSONS OR ENTITIES, HAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES, EXCEPT AS LIMITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH ANY PROGRAM, THE SERVICES AND/OR WITH THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PROGRAM AND/OR THE SERVICES. THE FOREGOING EXCLUSION OR LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN THE EVENT THAT, NOTWITHSTANDING THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, YOU HAVE ANY BASIS TO RECOVER ANY DAMAGES AGAINST US (INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY BREACH OF THIS AGREEMENT BY US), YOU AGREE THAT THE CUMULATIVE LIABILITY OF KEY OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, VENDORS OR PROVIDERS, TO YOU OR ANY OTHER PERSON OR ENTITY SHALL, IN NO EVENT, EXCEED THE LESSER OF (A) THE FEES PAID BY YOU TO COMPANY, OR (B) FIVE HUNDRED ($500.00) DOLLARS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

COMPANY AND YOU FULLY ACKNOWLEDGE AND AGREE THAT THIS PROVISION IS A MATERIAL BARGAINED-FOR TERM OF THIS AGREEMENT AND THAT THIS PROVISION HAS BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISIONS BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
Indemnification. You acknowledge and agree that You are personally responsible for Your conduct while using any Program and/or the Services. You agree to indemnify, defend and hold Key, including GradFin, Laurel Road and KeyBank, and its and their affiliates, partners, vendors and providers, and each of their respective officers, directors, employees, agents and representatives, harmless from and against all claims, losses, damages, fines, penalties, liability, costs and expenses (including attorneys’ fees), arising out of or in connection with this Agreement and/or the Services. Notwithstanding anything in this Section to the contrary, Key, including GradFin, Laurel Road and KeyBank, may at all times select its and their own legal counsel to represent its interests and will control all aspects of its and their own defense, and You shall: (i) reimburse Key, including GradFin, Laurel Road and KeyBank for its and their reasonable attorneys’ fees and costs immediately upon request as they are incurred; (ii) remain responsible to Key, including GradFin, Laurel Road and KeyBank for any losses, claims, liabilities, costs and expenses (including, without limitation, Key, including GradFin’s, Laurel Road’s and KeyBank’s attorneys’ fees) indemnified under this Section, and (iii) in the case of a third party claim, reasonably participate and cooperate in the Key’s, including GradFin’s, Laurel Road’s and KeyBank’s defense. Your obligations under this Section will survive any termination of this Agreement and/or expiration or cancellation of the Services.
Systems Unavailability. The Websites and/or Portal, any Programs material and/or the Services may be unavailable when the Websites, Portal or any of Company’s other systems require maintenance or upgrades or major unforeseen events occur, such as earthquakes, fires, floods, computer failures, interruptions in telephone or other telecommunications service, electrical outages, civil unrest or riots, war, or acts or threatened acts of terrorism, pandemics or other circumstances beyond Our control (collectively, “Systems Unavailability”). We shall have no liability for interruptions or delays relating to Systems Unavailability.
Fees. Company may receive referral fees and other fees from its affiliates or other third-party lenders in the event that You obtain certain student loan refinance or other lending products or services from such affiliates or other lenders.
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by the statutes and laws of the State of Ohio, and the federal laws of the United States of America, without regard to the conflict of laws principles thereof. You agree that regardless of any law, rule or regulation to the contrary, any claim or cause of action You may have arising out of or related to use of the Services and/or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred, without consideration as to the time of discovery of such claim or cause of action. You agree and hereby submit to the exclusive personal jurisdiction of and venue in the State Courts in Cuyahoga County, Ohio, and the United States District Court for the Northern District of Ohio, Eastern Division, with respect to all matters relating to this Agreement, any Program and/or the Services. You hereby consent to such jurisdiction and venue.
Equitable Relief. You agree that any breach of this Agreement would cause Key irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Key may be entitled, you agree that Key may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.
Waivers. We will not be deemed to have waived any of Our rights or remedies under this Agreement unless such waiver is in writing and signed by Us. No delay or omission on our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
Assignment, Severability and Section Headings. You may not transfer or assign this Agreement without Our prior written approval, and any unauthorized assignment or transfer will be null and void. We may assign or transfer this Agreement at any time without notice. If any non-material term of this Agreement is declared invalid or unenforceable by any court, and the remaining terms of this Agreement are not materially affected, then this Agreement will be interpreted as if the invalid non-material terms had not been in place for this Agreement. The headings of the various sections of this Agreement have been inserted only for the purposes of convenience, and those headings shall not be deemed, in any manner, to modify, enlarge or restrict any of the provisions of this Agreement.
Survival. In the event of the cancellation, termination or expiration of this Agreement, all terms and conditions of this Agreement shall terminate other than those provisions which by their terms or nature should survive termination, including, without limitation, Sections 2, 3, 9, 10, 14 through 18, 20 through 26.
Entire Understanding. This Agreement, together with the Websites User Agreement and Our Privacy Statements, constitute the entire agreement between Company and You with respect to the subject matter hereof, and supersedes all previous and contemporaneous agreements, contracts, proposals and communications between Company and You, whether written or oral.
Company’s Contact Information. If you have any questions regarding this Agreement or any other matter, you can contact Us at:

Laurel Road,
Atten: Student Loan Membership
124 East 14^th Street, 11^th Floor
New York, NY 10003
Telephone: 1-844-GRADFIN (472-3346)
Email: CustomerCare@GradFin.com

PSLF / IDR Counseling Membership Agreement

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