KeyBank Student Loan Consulting Services Terms & Conditions

1

Binding Contract. These terms and conditions (“Agreement”) act as a binding contract between the Company and You.

2.

Services. The Company offers optional and free consulting to Clients who request assistance in gaining a clearer understanding of select higher education funding and repayment options (the “Services”). These Services may include, but are not limited to, assisting in identifying annual student loan options for funding secondary or professional education or assisting in identifying options in the repayment of federal or private student loans, such as Public Service Loan Forgiveness or Income Driven Repayment and/or refinancing options. You acknowledge and understand the Services may not include all federal or private student loan funding or repayment options available. You are encouraged to explore different lenders and options before making the funding or repayment decision that is right for You and to explore all options yearly. To the extent permitted by applicable law, You also consent and agree that Services may include discussion of other KeyBank products or services.

3.

User-Provided Data. You understand and agree that the Services provided are based primarily on a review of information, data, documents, and/or materials that You provide or otherwise make available to Us in connection with the Services (collectively “User-Provided Data”). User-Provided Data may include, without limitation, personally identifiable information (as that term is defined by applicable law), Your federal student loan file, the amount of any grants or scholarships, the cost of school attendance or cost of living, and/or Your financial information from a consumer reporting agency. You understand and agree that it is Your responsibly to ensure all User-Provided Data or information otherwise made available to Us is accurate and complete, as it will not be independently verified by Us. To the extent any User-Provided Data is inaccurate or changes, this can alter Our estimates, potentially significantly. You understand and agree to personally verify all the User-Provided Data and to hold Us harmless for any errors due to incorrect User-Provided Data. You understand and acknowledge that estimates can change at any time and for any reason.

4.

Use of Services. You understand, acknowledge and agree that the Services present educational information and options, but that all decisions and actions taken, whether in connection with the implementation of such educational information and options or not, shall be Your sole responsibility. COMPANY DOES NOT GUARANTEE THAT YOU WILL QUALIFY FOR ANY STUDENT LOAN OPTIONS OR RECEIVE FORGIVENESS OF ANY STUDENT LOAN(S) OR QUALIFY FOR ANY REFINANCE OF ANY STUDENT LOAN(S) UNDER ANY PROGRAM OR QUALIFY FOR ANY PARTICULAR RATE, PRODUCT, TERM OR CONDITION AS A RESULT OF THE SERVICES. You acknowledge and agree that You still may not qualify for a student loan, student loan forgiveness or refinance or any specific rate or product after use of the Services. You agree and consent to some or all of the Services being provided by third-party agents or contractors. We reserve the right to refuse access to the Services or cancel Your consultation at any time without notice, for any reason. Use of the Services is void where prohibited.

5.

Your Responsibilities. You agree to provide all information necessary for Company to perform the Services in the format reasonably requested by Company. Company will provide the Services based upon 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 and acknowledge that You are wholly responsible for the completeness and accuracy of information and any updates or corrections. 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 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.

6.

Authorization and Consent to Share User-Provided Data. If applicable and permitted by law, You hereby authorize and consent to Company sharing Your User-Provided Data with third-parties for the purposes of, but not limited to, ascertaining rates for, among other things, student loans, personal loans, and/or student loan refinancing.

7.

Consent to Contact. You agree that in using the Services, Company may send You communications via any contact method on file, i.e., mailing addresses, electronic mail, text messages, and/or mobile push notifications (including if such communication results in charges to You). Message and data rates may apply. You agree that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems. You can opt out of communications by following the "Unsubscribe" directions in the relevant communication.

8.

Termination. Upon any breach by You of any terms or conditions of this Agreement or if We are required by law or regulatory entity, or suspect any illegal, fraudulent, unauthorized, or improper activity, as determined solely by Us, (each a "Prohibited Use"), We may immediately cease providing any Services and take any appropriate action We deem necessary.

9.

Service Disclosures.

9.1

No Professional Financial, 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 Services hereunder. The Services are NOT intended to constitute professional financial, legal, tax, investment, accounting or other professional advice. 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 financial, legal, tax, investment or accounting advisers, as applicable, with respect to Your individual circumstances and needs.

9.2

The Service Provides Estimates Designed for Information Purposes Only. You acknowledge and consent to use these Services while understanding that the information provided consists of ESTIMATES that may be different than actual amounts and results and is for informational purposes only. The Services Company provides about select higher education financing and/or repayment options 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 at any time. The Services Company provides related to private higher education financing and/or repayment can change and is solely dependent on each private lender’s credit profile or requirements. Our analysis is also dependent on User-Provided Data and other information We obtain from third parties. Your actual results may differ if Your circumstances, applicable law or Your User-Provided Data or other information is inaccurate or incomplete. We make certain assumptions in Our analysis depending on the type of consultation. For example, for repayment consultations, 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. For higher education funding, for example, We assume You will successfully complete high school along with any higher education entrance counseling or academic requirements, and timely and completely file your annual FAFSA. 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 or enrollment status, employer, Your financial situation, laws, regulations, agreements and terms governing the higher education financing, repayment or refinancing selected; the availability of any financing or repayment plans; revelation of information that was not known or disclosed to Us at the time; or any other circumstances that are outside of Our knowledge or control.

9.3

Other Options May Be Available. We cannot guarantee Your eligibility for any of the options or any given rate, product or forgiveness. The Services do not analyze all higher education funding or repayment options available, and You may be able to obtain better funding, repayment or refinancing terms than those the 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.

10.

Privacy Policy; Security; User-Provided Data. Our Services are not intended for the use of anyone under the age of thirteen (13) years old. We do not knowingly collect or retain any Personal Information (as defined by KeyBank’s Online Privacy Statement located at https://www.key.com/about/misc/online-privacy-statement.html) from individuals under the age of fourteen (14) years old. To learn more about the Children’s Online Privacy Protection Act (COPPA) please visit the Federal Trade Commission’s website at https://www.ftc.gov/.

Our Services are intended for the use of Clients who are at least the age of majority in their State and have the power and authority to enter into and perform the obligations under this Agreement. If You have not attained the age of majority in Your State, We recommend a parent or guardian attend any and all consultations. Further, You understand that a co-signer may be required to qualify for a student loan and/or refinance and/or may result in a more favorable rate for any student loan and/or refinance.

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 (referenced above) and 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 immediately 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. 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.

11.

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 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 Company 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. The current version of this Agreement will be accessible on the Company website.

12.

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, to reproduce, use, and display, for Your personal, non commercial purposes, documents and materials made available to You in connection with the Services. Any such license will terminate if Your Services are terminated under Section 8.

13.

Information Security. You assume all responsibilities for, and all risks of loss from Your providing personal information to any other person or entity or any website not maintained by Company, that spoofs or otherwise imitates Company websites, or by linking to third party websites from an unauthorized email. You hereby release Company from all liabilities and obligations in connection with such actions by You.

14.

LEGAL DISCLAIMERS. THE SERVICES ARE PROVIDED "AS IS," "WHERE IS," AND "AS AVAILABLE." WE DO NOT WARRANT THE ACCURACY, ADEQUACY, COMPLETENESS OR TIMELINESS OF THE SERVICES OR ANY INFORMATION, DATA, CONTENT OR OTHER MATERIALS PROVIDED IN CONNECTION THEREWITH AND WE EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN ANY INFORMATION OR OTHER MATERIALS PROVIDED IN CONNECTION WITH THE SERVICES. THERE IS NO WARRANTY THAT THE SERVICES 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 SERVICES AND/OR ANY INFORMATION, DATA AND/OR MATERIALS AVAILABLE THEREFROM, OR WITH RESPECT TO ANY ADDITIONAL SERVICES 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. 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 THE INFORMATION, DATA, OR OTHER MATERIALS MADE AVAILABLE TO YOU IN CONNECTION WITH THE SERVICES. THE FOREGOING SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

15.

LIMITATION OF LIABILITY. IN NO EVENT WILL COMPANY 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 MATERIALS OR INFORMATION RELATED TO THE SERVICES PROVIDED, (ii) ANY ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES OR MATERIALS RELATED THERETO; (iii) THE USE OR THE INABILITY TO USE 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 SERVICES, EVEN IF WE OR ANY 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 SERVICES AND/OR WITH THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF 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 COMPANY 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 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.

16.

Indemnification. You acknowledge and agree that You are personally responsible for Your conduct while using the Services. You agree to indemnify, defend and hold Company, and its 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 relating to Your unlawful or unauthorized use of the Services or for any violation of this Agreement. Notwithstanding anything in this Section to the contrary, Company may at all times select its own legal counsel and will control all aspects of its own defense, and You shall: (i) reimburse Company for its reasonable attorneys’ fees and costs immediately upon request as they are incurred; (ii) remain responsible to Company for any losses, claims, liabilities, costs and expenses (including, without limitation, Company’s attorneys’ fees) indemnified under this Section, and (iii) in the case of a third party claim, reasonably participate and cooperate in Company’s defense. Your obligations under this Section will survive any termination of this Agreement and/or expiration or cancellation of the Services.

17.

System Unavailability. Company websites and/or the Services may be unavailable for maintenance or upgrades or if 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.

18.

Fees. Company may receive referral fees and other fees from its affiliates or other third-party lenders in the event that You obtain student loans, refinance student loans and/or other lending products or services from such affiliates or other lenders.

19.

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, consent 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 and/or the Services.

20.

Equitable Relief. You agree that any breach of this Agreement would cause Company irreparable harm for which money damages alone would be inadequate and agree that Company may seek injunctive, as well as any other available relief to prevent the actual, threatened or continued breach of this Agreement.

21.

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.

22.

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 aHected, 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 shall not be deemed, in any manner, to modify, enlarge or restrict any of the provisions of this Agreement.

23.

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 3 through 7, 10 through 16, 19 through 22.

24.

Entire Understanding. This Agreement, together with any Company website user agreements 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.