May 18, 2020 to February 28, 2023
Effective March 1, 2023 (Approval Code 022023COMP-540)
- Services. GradFin is an affiliate of KeyBank National Association (“KeyBank”) which, among other services, offers assistance to student loan borrowers in assessing eligibility for student loan forgiveness under, and maintaining compliance with the requirements of, Section 685.219 of the Higher Education Act, titled The Public Service Loan Forgiveness Program (the “PSLF Program”). This Agreement governs your use of GradFin’s services in connection with the PSLF Program (the “Services”). You accept the terms of this Agreement (other than the payment terms which you agree to separately) by accessing and/or viewing the PSLF Program Materials (defined below) on the Website and by enrolling in the Services through the Website. Throughout this Agreement, the terms “we,” “us,” and “our” refer to GradFin, KeyBank and their respective affiliates, agents, assigns, and successors in interest, and the terms “you” and “your” refer to any Client (defined below) and any person who accesses or views the PSLF Program Materials on the Website, but is not a Client enrolled in the Services (each a “User,” and collectively, “Users”).
- PSLF Program Materials. Subject to all of the terms and conditions set forth in this Agreement and the Website User Agreement, the Website may provide the following functionality, information or materials relating to the PSLF Program, without a fee, to Users and/or Clients (collectively, the “PSLF Program Materials”):
- A User, including a Client, may register for demonstrations of the Services or other products or services offered by GradFin;
- A User, including a Client, may register for GradFin-hosted or sponsored webinars; and
- A User, including a Client, may submit inquiries to GradFin related to the Website or GradFin’s products or services, including, without limitation, the Services.
The PSLF Program Materials may be changed at any time and from time to time by GradFin.
- Enrollment in the Services. A User may enroll in the Services (each such registered User, a “Client” and collectively, “Clients”) for an annual fee as set forth in Section 9 To enroll in the Services, you must provide certain personal information and create an account (the “Account”) on the Website.
- Services to Clients. You agree that the Services provided by GradFin may include, one or more of the following, among other things:
- 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 or otherwise (collectively, “User-Provided Data”), including, without limitation, personally identifiable information (as that term is defined by applicable law) and your student loan file available at studentaid.gov, to evaluate your federal student loans in conjunction with PSLF requirements;
- An assessment of whether your current employer and each historical employer is a qualifying employer and whether you meet the employment status requirements, in each case for purposes of the PSLF Program;
- Review of your completed PSLF Program certification and application form (the “PSLF Program Form”);
- Communication with, but not limited to, (i) your employer to obtain your employer’s certification on the PSLF Program Form, (ii) the U.S. Department of Education (the “S. DOE”), and (iii) your student loan servicer, with respect to your application under the PSLF Program; and
- Providing guidance and assistance regarding your ongoing compliance with the requirements of the PSLF Program, subject to all of the terms and conditions of this Agreement.
You agree that GradFin may arrange for some or all of the Services to be provided or performed by third-party agents or contractors.
- Use of the Services. You acknowledge and agree that the 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. GRADFIN DOES NOT GUARANTEE THAT YOU WILL RECEIVE ANY STUDENT LOAN FORGIVENESS UNDER THE PSLF PROGRAM AS A RESULT OF THE SERVICES. You acknowledge and agree that you still may not qualify for student loan forgiveness under the pslf Program after use of the services. Satisfaction of the PSLF Program requirements is subject to and dependent upon, among other things, your timely cooperation and response to all inquiries and requests for information made by GradFin.
- Your Responsibilities. By using the Website and/or enrolling in the Services, you represent, warrant and covenant to GradFin 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 GradFin to perform the Services and in the form reasonably requested by GradFin. You agree to provide GradFin with timely access to your personal data and student loan information. GradFin will provide the Services based on your User-Provided Data and GradFin will not audit or otherwise independently verify any such User-Provided Data. You represent and warrant that any User-Provided Data provided to GradFin 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 the PSLF Program Form, and 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 PSLF Program Materials 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 GradFin in connection with the Services, including, without limitation, the GradFin Student Loan Reports (defined below) provided by GradFin.
- Authorization and Consent. You hereby authorize GradFin to contact (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 qualifying employer under the PSLF Program. You also hereby authorize GradFin to contact (without further notice to you and without your participation) the U.S. DOE and your student loan servicing company to discuss, among other things, your student loan balance, the PSLF Program Form and any other matters related to the PSLF Program and your participation therein. You hereby authorize GradFin to submit 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 the Agreement will commence on the date that you enroll in the Services on the Website and shall continue for a period of one (1) calendar year (the “Initial Term”), unless this Agreement is earlier canceled by you in accordance with Section 10 below or terminated by GradFin in accordance with Section 12 After the expiration of the Initial Term, this Agreement shall automatically renew on the anniversary date of your enrollment for successive one (1) year periods (each a “Renewal Term”), unless this Agreement is earlier canceled by you in accordance with Section 10 below or terminated by GradFin in accordance with Section 12 below. The Initial Term or any Renewal Term, as applicable, shall expire at such time as you either qualify for and receive student loan forgiveness under the PSLF Program or are no longer eligible for the PSLF Program.
- Fees; Payments; Failure to Pay.
- In consideration of providing the Services, you shall pay an annual fee to GradFin. GradFin will notify you of the applicable annual fee for the Initial Term at the time of enrollment. Upon notice to you in accordance with Section 10 below, GradFin reserves the right to change the annual fee for any subsequent Renewal Term. The annual fee may be paid in equal monthly installments only if requested by you at the time of enrollment. The annual fee for the Services excludes any taxes. Sales tax may apply.
- If you fail to pay the required annual fee, on time, for any reason, GradFin may suspend or terminate the Services in accordance with Section 12 Suspension or termination of the Services for non-payment could result in a loss of access to your Account and to your GradFin Account representative. You agree to reimburse GradFin for all expenses incurred in connection with the collection of any unpaid fees payable under this Agreement, including reasonable attorneys’ fees and expenses and court costs.
- CANCELLATION POLICY; AUTOMATIC RENEWALS; RECURRING PAYMENTS.
- Cancellation Policy. Subject to all of the terms of this Agreement, the Services and your obligation to pay the annual fee for the Services will continue until you cancel the Services. You may cancel the Services and terminate this Agreement at any time, with or without cause, by using the cancellation option in your GradFin Account, or by sending us written notice by e-mail to CustomerCare@GradFin.com or mail at GradFin LLC, 1760 Market St., Ste 902, Philadelphia, PA, 19103, or calling us at 1-844-GRADFIN (472-3346). After our receipt of your cancellation notice, recurring payments for the Services will stop and upon expiration of the current term, you will lose access to your Account and to your GradFin Account representative. If you cancel the Services during the Initial Term or any Renewal Term and you have been paying the annual fee in monthly installments, you agree to continue to timely pay your monthly installments through the end of the Initial Term or the Renewal Term, as applicable, and if you fail to do so, you will lose access to your Account and to your GradFin Account representative prior to the expiration of such Term.
- Automatic Renewals. This Agreement is a continuous subscription that automatically renews on the anniversary date of your enrollment. You must cancel the Services prior to the beginning of a Renewal Term to avoid being charged an annual fee for such Renewal Term. Be reminded that you may cancel the Services and terminate the Agreement at any time by using the cancellation option in your GradFin Account or by sending us written notice by e-mail to CustomerCare@GradFin.com or mail at GradFin LLC, 1760 Market St., Ste 902, Philadelphia, PA 19103, or by calling us at 1-844-GRADFIN (472-3346).
- Recurring Payments. When you enroll in the Services, you agree that you are authorizing recurring payments to be charged to you at the beginning of each Renewal Term using the payment method set forth in Section 9 above, unless the Services are earlier canceled by you or terminated by GradFin. Prior to the expiration of the Initial Term or the then current Renewal Term, consistent with applicable law, GradFin will notify you by e-mail that the term of this Agreement will renew for a Renewal Term, the date on which this Agreement is scheduled to automatically renew, and the amount of the annual fee for such Renewal Term, including the amount of any increase in the then-applicable annual fee for the Services.
- 30-Day Refund Policy. If you cancel the Services within the first thirty (30) calendar days of the Initial Term, you may request a refund and GradFin will refund the annual fee you paid. This offer only applies to 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 annual fee is final and non-refundable.
- Upon any breach by you of any terms or conditions of this Agreement or the Website User Agreement, GradFin may terminate the Services and this Agreement upon written notice to you at your e-mail address or mailing address on file with GradFin. If you initiate a chargeback or reversal of your payment of any annual fee for the Services, GradFin may immediately terminate the Services and this Agreement without notice to you. Upon any termination of this Agreement, your authorization to use any PSLF Program Materials and any content, information, data, and other materials appearing on the Website and made available to you in connection with the Services shall be immediately and without further notice revoked and terminated.
- If we suspect that you may be using the PSLF Program Materials 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 without notice to you, and your authorization to use any PSLF Program Materials and any content, information, data, and other materials appearing on the Website and made available to you in connection with the Services shall be immediately and without further notice revoked and terminated. In addition, we may immediately suspend or terminate the Services without notice to you if we reasonably believe that there is unusual activity in or involving your Account. You agree to cooperate fully with us to investigate any suspected Prohibited Use.
- If we terminate the Services during the Initial Term or any Renewal Term, and you have been paying the annual fee in monthly installments, you agree to promptly pay GradFin any unpaid amount of the annual fee for the Services owed by you.
- Service Disclosures.
- No Legal, Tax, Investment or Accounting Advice. You acknowledge and agree that GradFin is an independent contractor and not an employee, employer, partner, agent or fiduciary to you or any other person by reason of providing the PSLF Program Materials and/or the Services hereunder. The PSLF Program Materials and the Services are NOT intended to constitute legal, tax, investment, accounting or other professional advice. Additionally, GradFin is not advising you or any other person as to any legal, tax, investment or accounting matters in any jurisdiction. GradFin is not a debt relief services company, 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 participation in the PSLF Program.
- The Service Provides Estimates Only. The information GradFin provides to you consists of ESTIMATES that may be different than actual amounts and results. Information GradFin 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 loans, and other information we obtain from third parties. The estimates are based on assumptions and information we obtain. Your actual results may differ if your circumstances, applicable law, 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 Service 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.
- Other Options May Be Available. We cannot guarantee your eligibility for the PSLF Program or student loan forgiveness. The PSLF Program is not exhaustive of all repayment options and you may be able to obtain better repayment or refinancing terms than those GradFin 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.
- Your Responsibility to Establish and Maintain Eligibility for Repayment. After you enroll in the PSLF Program, the terms may require you to, among other things, maintain eligible employment, make qualifying payments and submit an annual certification to the agency, lender, or student loan servicer in order to maintain your continued eligibility. While GradFin provides guidance with this process, it is your sole responsibility to ensure you comply with all the terms and conditions of the PSLF Program. Failure to comply with all PSLF Program requirements may result in, among other things, your disqualification from the PSLF Program and changes to your eligibility for certain benefits, such as loan forgiveness.
- We understand the need to safeguard your information and records from unauthorized use and disclosure. Please see our Online Privacy Statement posted on this Site at https://gradfin.com/privacy-policy/ for more information.
- You agree that all User-Provided Data is governed by our Online Privacy Statement posted on the Website at https://gradfin.com/privacy-policy/ and incorporated into this Agreement, and that by using the Services, you accept the terms and conditions of our Online 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 Online 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 Online 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, including but not limited to Section 9(a) above, we may add, remove, or otherwise modify any of the terms and conditions of this Agreement, the PSLF Program Materials and/or the Services, at any time and without notice to you, and such changes will be effective immediately. This Agreement as revised will be posted on the Website, and we may, in our discretion, send you written notice at your e-mail address or mailing address on file with GradFin. Your continued use of the Services after our sending any required notice or posting such changes to this Agreement on the Website, 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 GradFin 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, GradFin 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 Website for purposes of accessing the PSLF Program Materials and the Services (provided you access only those portions of the Website to which you are entitled and otherwise act lawfully and in accordance with the Website User Agreement); (b) in connection with such use, to display for your personal, non-commercial purposes, the PSLF Program Materials, content, information, data, and other materials appearing on the Website and made available to you in connection with the Services; and (c) if you are a Client, 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 GradFin student loan reports provided by GradFin (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 Account 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 and GradFin (collectively called “Key”) that spoofs or otherwise imitates the Website, 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 Account information. We bear no responsibility for unauthorized access to your Account as a result of your failure to follow appropriate security precautions. If you should become aware of any unauthorized use of your Account, User ID and/or Password, or if you otherwise believe that your Account has been compromised, you agree to immediately notify us by email to CustomerCare@GradFin.com. You are responsible for all activity performed in or through your Account, and you agree that we may treat any activity performed in or through your Account as authorized by you. You should use particular caution when logging into and using your Account, and when submitting personally identifiable information through the Website so that others are not able to view or record your User ID, Password or other Account information. We have the right to disable your Account, 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 PSLF PROGRAM MATERIALS ARE PROVIDED “AS IS,” “WHERE IS,” AND “AS AVAILABLE.” WE DO NOT WARRANT THE ACCURACY, ADEQUACY, COMPLETENESS OR TIMELINESS OF THE PSLF PROGRAM MATERIALS 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 PSLF PROGRAM MATERIALS 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 OF THE PSLF PROGRAM MATERIALS 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 PSLF PROGRAM MATERIALS, 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 OF THE PSLF PROGRAM MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM SUCH USE. GRADFIN SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO ANY DECISIONS MADE OR ACTIONS TAKEN WITH RESPECT TO YOUR COMPLIANCE WITH THE PSLF PROGRAM, INCLUDING WITHOUT LIMITATION, ANY REJECTION OF YOUR ELIGIBILITY FOR THE PSLF 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 PSLF PROGRAM MATERIALS, CONTENT, INFORMATION, DATA, OR OTHER MATERIALS MADE AVAILABLE TO YOU ON OR THROUGH THE WEBSITE 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 WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY PSLF PROGRAM MATERIALS, (II) ANY ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE PSLF PROGRAM MATERIALS OR THE SERVICES; (III) THE USE OR THE INABILITY TO USE THE PSLF PROGRAM MATERIALS 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 THE PSLF PROGRAM MATERIALS OR THE 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 THE PSLF PROGRAM MATERIALS, THE SERVICES AND/OR WITH THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PSLF PROGRAM MATERIALS 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 GRADFIN, 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.
EACH PARTY ACKNOWLEDGES AND AGREES 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 the Services. You agree to indemnify, defend and hold Key, including GradFin 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 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 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 and KeyBank for any losses, claims, liabilities, costs and expenses (including, without limitation, Key, including GradFin’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 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 Website, the PSLF Program Materials and/or the Services may be unavailable when the Website or any of GradFin’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. GradFin 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. The possibility of receiving such referral or other fees may affect GradFin’s selection and presentation of product and service offerings to you.
- Governing Law. 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.
- Jurisdiction and Venue. 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, the PSLF Program Materials and/or the Services. You hereby consent to such jurisdiction and venue.
- Equitable Relief. You agree that any breach of this Agreement would cause GradFin and/or KeyBank irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which GradFin or KeyBank may be entitled, you agree that GradFin or KeyBank 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. 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.
- Severability And Section Headings. 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 6, 9, 13, 18 through 21, 24 through 27, and 30
- Browser And Operating System Compatibility. You acknowledge the Supported Browsers and Operating Systems Standards located on the Website constitute part of this Agreement.
- Entire Understanding. This Agreement, together with the Website User Agreement and our Privacy Statement, constitute the entire agreement between GradFin and you with respect to the subject matter hereof, and supersede all previous and contemporaneous agreements, proposals and communications between us, written or oral.
- GradFin’s Contact Information. If you have any questions regarding this Agreement or any other matter, you can contact GradFin at:
1760 Market Street
Philadelphia, PA 19103
Telephone: 1-844-GRADFIN (472-3346)
Effective: March 1, 2023