Effective March 1, 2023 (Approval Code 022023COMP-703)

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING THIS WEBSITE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS BELOW. THESE TERMS ARE SUBJECT TO CHANGE. ANY CHANGES WILL BE INCORPORATED INTO THE TERMS POSTED ON THIS WEBSITE FROM TIME TO TIME. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT ACCESS THIS WEBSITE.

NOTICE
GradFin LLC (“GradFin”) is providing this website (the “Site”) to you subject to the following terms (this “User Agreement”). This User Agreement sets forth the terms and conditions that apply to your access to and use of the Site and the products and services offered or provided through the Site by GradFin, KeyBank National Association (“KeyBank,” a subsidiary of KeyCorp, which together with its affiliates or subsidiaries, including KeyBank, GradFin and Laurel Road, is collectively called “Key”), and/or Laurel Road, a brand of KeyBank.  These terms should be read carefully as they exclude or limit liability of Key.

GradFin is an affiliate of KeyBank offering, among other things, student loan related services. GradFin also evaluates credit products from many lenders (including KeyBank and Laurel Road). Laurel Road offers online lending and deposit products in all 50 U.S. states, Washington, D.C., and Puerto Rico. Mortgage lending is not offered in Puerto Rico. Some products may be exclusively offered through Laurel Road. All credit and deposit products offered through Laurel Road are provided by KeyBank. As used throughout this User Agreement, the terms “we,” “us,” and “our” mean GradFin, KeyBank and their respective affiliates, agents, assigns, and successors in interest.

PRODUCTS AND SERVICES
To obtain certain products or services available on the Site from GradFin and/or KeyBank, you may be required to enter into additional agreements relating to such products or services. For example, if you subscribe to GradFin’s services relating to the U.S. Public Service Loan Forgiveness Program (collectively, the “PSLFP Services”), you will be required to agree to additional terms and conditions specific to the PSLFP Services.

ACCESSIBILITY
For assistance with web content accessibility, contact us at 1-844-GRADFIN (472-3346).

USE OF INFORMATION AND MATERIALS
The information and materials contained in the pages on the Site, and terms, content, products and services described on the Site, are subject to change. Unauthorized use of the Site and related systems, including without limitation, unauthorized entry in our systems, misuse of passwords, or misuse of any content posted on the Site is strictly prohibited. Your eligibility for a particular product or service is subject to final determination by GradFin.

LINKS TO THIRD PARTY SITES
GradFin is pleased to make available to you links to other websites on the internet. We believe the links from the Site are to reputable companies. However, we make no representations or warranties regarding websites not maintained by Key, or the companies maintaining such sites. We do not control or monitor such websites, and we do not endorse the content or the use of any other website. If you choose to access non-Key websites through links on GradFin’s pages, you accept responsibility for all related risks and you are responsible to read and understand all user agreements, privacy policies and security procedures of those websites prior to using such sites.

SUBMISSIONS
You agree to provide true, accurate, current and complete information about yourself when you elect to provide personal information to GradFin via the Site. You also agree to maintain and promptly update any such information to keep it accurate.

ELECTRONIC COMMUNICATIONS
To the fullest extent permitted by applicable law, this User Agreement and any other agreements, notices, disclosures, messages or alerts, or other communications regarding the Site or any product or service with us (collectively referred to as “Communications”), may be provided to you electronically and you agree to receive Communications in an electronic form. Electronic Communications may be posted on the pages within this Site and/or delivered to your e-mail address on record with us. You will print a paper copy of any electronic Communication and retain it for your records. All electronic Communications will be considered to be “in writing,” and to have been received and effective upon posting on this Site or dissemination to your email address, whether or not you have retrieved or read the electronic Communication. We reserve the right to provide Communications in paper format. Your consent to receive Communications electronically is valid until you revoke your consent by notifying GradFin by a paper writing of your decision to do so. If you revoke your consent to receive Communications electronically, GradFin may terminate your right to use the Site or obtain electronically our products or services, and you accept sole liability for any consequences resulting from an involuntary termination of a product or service, to the extent permitted by law.

ELECTRONIC SIGNATURE; ELECTRONIC RECORDS
At our option, we may adopt or accept commercially reasonable authentication procedures and security procedures to: (a) verify the identity of a sender of Electronic Records (defined below), (b) determine the Electronic Records have not been altered during electronic transmission or storage, and (c) authenticate the sender’s Electronic Signature (defined below) and attribute the Electronic Records to such sender, subject to such terms, conditions, and disclosures as we may impose from time to time. You may adopt as your signature an electronic identification consisting of symbol(s) or code(s), or sign online by enrolling in a service or applying for a financial product and clicking on an “accept button” (“Electronic Signatures”), subject to our customer authentication and security policies and procedures found on KeyBank’s website, which may be affixed or logically associated with such electronic agreements, disclosures, notices, records or data (“Electronic Records”) transmitted by you to us or from us to you. To the extent permitted by applicable law, such Electronic Signature shall be sufficient to verify and authenticate your identity and to evidence your acceptance of, and agreement to be bound by, the terms and conditions of such Electronic Record.

PRIVACY; SECURITY
We understand the need to safeguard your information and records from unauthorized use and disclosure. Please see our Online Privacy Statement posted on the Site at https://gradfin.com/privacy-policy/ for more information.

TOOLS AND CALCULATORS
This Site may contain tools and calculators provided by GradFin or our vendors as a service to you for educational purposes only. We and our vendors do not guarantee the accuracy of these tools or calculators or the results and expressly disclaim all liability for any damages of any kind arising out of your use of these tools and calculators.

COPYRIGHT & TRADEMARKS
The trademarks, logos and service marks (“Marks”) displayed on this Site are the property of KeyCorp and other parties. You are prohibited from using any Marks without the written permission of KeyCorp or such third party which may own the Marks. All content displayed or available through this Site is protected by copyright. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works, or using any content on this Site, including any materials provided to you in connection with any product or service, or any content made available to you on this Site or otherwise, for any commercial, public, or unlawful purpose.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications to Key of claimed copyright infringement should be sent to the relevant service provider’s designated agent listed on https://www.key.com/about/misc/copyrightinfringement_src.html (Notice and Procedure for Making Claims of Alleged Copyright Infringement).

CROSS BORDER TRANSMISSION OF DATA
You acknowledge and agree that by providing us with your personal or proprietary information in any application or transaction request through the Site, you hereby consent to the transmission of such personal or proprietary information to or by us, and our service providers or marketers, over state and international borders as necessary for handling your application or transaction request in accordance with our standard business practices, subject to Key’s Privacy Policy.

ILLEGAL, FRAUDULENT OR IMPROPER ACTIVITY
You will not use this Site or any product or service offered by us for any illegal, fraudulent, unauthorized, or improper activity, or in any manner that could harm Key’s reputation (each a “Prohibited Use”). If we suspect that you may be engaging in any Prohibited Use, including any violation of any terms or conditions relating to this Site or any product or service offered by us, your access to this Site and any product or service may be suspended or terminated without notice. Also, access to this Site or your transactions may be suspended or terminated if we reasonably believe that there is unusual activity in or involving any of your accounts with us. You agree to cooperate fully with us to investigate any suspected Prohibited Use.

DISCONTINUANCE OF ACCESS
GradFin reserves the right, in its sole and absolute discretion, to change, modify or discontinue this Site or any functionality of this Site at any time and for any reason, without notice to you. GradFin may, in its sole and absolute discretion, at any time, for any or no reason, and with or without prior notice, suspend or terminate your use of this Site and the rights afforded to you under this User Agreement.

AVAILABILITY
This Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation. You must be an individual of at least eighteen (18) years of age and reside in the United States or on a United States military base or in a United States Territory in order to use this Site. By purchasing products or services on this Site, you certify that you are at least eighteen (18) years of age and have the power and authority to enter into and perform your obligations under this User Agreement. This Site is made available only for personal and non-commercial use by U.S. citizens. This Site is controlled or operated (or both) from the United States and is not intended to subject us to any non-U.S. jurisdiction or law. This Site may not be appropriate or available for use in some non-U.S. jurisdictions. GradFin will restrict the availability of this Site during the time when you are in certain countries in order to facilitate GradFin’s compliance with the U.S. laws administered by the Office of Foreign Assets Control. Any use of this Site is at your own risk. We may limit this Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

COMPLIANCE WITH LAW
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 this Site, and that you are solely responsible for your actions and the contents of your transmissions over this Site.

DISCLAIMERS
THIS SITE AND RELATED SERVICES AND ALL INFORMATION AND MATERIALS CONTAINED IN OR AVAILABLE THROUGH THIS SITE ARE PROVIDED “AS IS,” “WHERE IS,” AND “AS AVAILABLE.” WE DO NOT WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS INFORMATION AND MATERIALS, AND WE EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION AND MATERIALS. THERE IS NO WARRANTY THAT ANY SERVICE, PRODUCTS, MATERIALS OR OTHER CONTENT AVAILABLE ON OR THROUGH THIS SITE, OR OUR COMPUTER SYSTEM 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, FREEDOM FROM COMPUTER VIRUS, IS GIVEN BY US IN CONNECTION WITH THIS SITE OR AVAILABLE INFORMATION AND MATERIALS.

WE DO NOT GUARANTEE THAT ACCESS TO THIS SITE AND/OR ANY RELATED 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.

THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

LIMITATION OF LIABILITY
IN NO EVENT SHALL KEY OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, VENDORS OR PROVIDERS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES, LOSSES, OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER ARISING IN CONNECTION WITH OR RELATING TO THIS SITE OR ANY LINKED WEBSITE, OR USE THEREOF, OR INABILITY TO USE, BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, INTERCEPTION OF DATA OR INFORMATION BY ANY UNAUTHORIZED PERSON, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, IN EACH CASE RELATING TO THIS SITE OR ANY LINKED SITE, EVEN IF KEY 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. THE FOREGOING EXCLUSION OR LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

INDEMNITY
You agree to indemnify, defend and hold Key and its 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 (a) your access to or use of this Site or any product, service, information or materials provided through this Site, or (b) your breach of this User Agreement. Notwithstanding anything in this Section to the contrary, Key may at all times select its own legal counsel to represent its interests and will control all aspects of its own defense, and you shall: (i) reimburse Key for its reasonable attorneys’ fees and costs immediately upon request as they are incurred; (ii) remain responsible to Key for any losses, claims, liabilities, costs and expenses (including, without limitation, Key’s attorneys’ fees) indemnified under this Section, and (iii) in the case of a third party claim, reasonably participate and cooperate in Key’s defense. Your obligations under this Section will survive any termination of access to or use of this Site, or any nonuse thereof or of any service, information or material.

CHANGES TO THE USER AGREEMENT
We reserve the right to modify this User Agreement at any time and from time to time without notice, and the most current version of the User Agreement will always be available to you on the Site. If you find this User Agreement unacceptable at any time, you may discontinue your use of this Site, but such User Agreement shall survive such discontinuation with respect to activity occurring prior to such discontinuation. By continuing to use this Site after the date of any change of this User Agreement, including accessing this Site, you agree to be bound by the provisions contained in the most recent version of this User Agreement.

ENFORCEABILITY
If any non-material term of this User Agreement is declared invalid or unenforceable by any court, and the remaining terms of this User Agreement are not materially affected, then this User Agreement will be interpreted as if the invalid non-material terms had not been in place for this User Agreement.  This User Agreement shall be subject to any other agreements you have entered into with us.

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 your or any such person’s access to or use of this Site. Nothing on this Site is 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.

You agree to consult with your own legal, tax, investment or accounting advisers, as applicable, with respect to your individual circumstances and needs.  You alone are solely responsible for evaluating the merits and risks associated with the use of any information or other content provided or made available on or through this Site before making any decisions based on such information or other content.

APPLICABLE LAW; FORUM
This Site (excluding linked sites) is controlled by us from our offices within the State of Ohio, United States of America. By accessing this Site, you agree that all matters relating to your use of this Site shall be governed by the statutes and laws of the State of Ohio, and the federal laws of the U.S.A., without regard to the conflicts of laws principles thereof. The application of the United Nations Convention of Contracts for the International Sale of Goods, and the model Uniform Computer Information Transactions Act approved by the National Conference of Commissioners on Uniform State Laws (as enacted and/or modified into any state law in the U.S.A.), are expressly excluded and shall not apply. 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 this Site or this User 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 your use of this Site and any information or materials available through this Site. You hereby consent to such jurisdiction and venue.

EQUITABLE RELIEF
You agree that any breach of this User Agreement would cause us irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which we may be entitled, you agree that we may seek injunctive relief to prevent the actual, threatened or continued breach of this User Agreement.

SECTION HEADINGS
The headings of the various sections of this User 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 User Agreement.

BROWSER AND OPERATING SYSTEM COMPATIBILITY
You acknowledge the Supported Browsers and Operating Systems Standards located on the Site constitute part of this User Agreement.

SYSTEMS UNAVAILABILITY
The Site may be unavailable when the Site 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.

ENTIRE UNDERSTANDING
This User Agreement, together with any additional agreements relating to products or services available on this Site from GradFin and our Privacy Statement, constitute the entire agreement between GradFin and you with respect to the subject matter hereof, and supersedes all previous and contemporaneous agreements, proposals and communications between us, written or oral.

GRADFIN’S CONTACT INFORMATION
If you have any questions regarding this User Agreement or any other matter, you can contact GradFin at:

GradFin LLC

1760 Market Street, Suite 902

Philadelphia, PA 19103

Telephone: 1-844-GRADFIN (472-3346)

Email: CustomerCare@GradFin.com

Effective: March 1, 2023