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GRADREADY TERMS OF USE

Welcome to the GradReady Website (the "Website").

These Terms of Use (the “Agreement”) are a legally-binding agreement between you and Northstar Education Services (“Northstar”), the owner of the GradReady website, including the associated functionality and applications (the “Website” or “GradReady”).

BY ACCESSING THE WEBSITE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT OR ARE DISSATISFIED WITH GRADREADY FOR ANY REASON, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING GRADREADY.

1. Right to Access and Use GradReady. Your right to access and use GradReady is personal to you and is not transferable to any other person or entity. You represent that you are at least thirteen (13) years of age.

2. Passwords. You agree to maintain the confidentiality of any password(s) you use to access GradReady, and you are fully responsible for the actions of any person or entity that accesses GradReady using your password. You agree to notify Northstar immediately of any unauthorized use of your password(s) or access of GradReady using your password(s). You are responsible for protecting the confidentiality of your password(s) that allow access to GradReady.

3. Ownership of GradReady; Intellectual Property. As between you and Northstar, Northstar owns all right, title, and interest in and to GradReady, including its content, software, functionality, data, trademarks and intellectual property. You acknowledge that you do not acquire any ownership rights to GradReady by accessing or otherwise using GradReady. All of the content on the Website, including all text, photographs, graphics, images, videos, format, and other expressions is the property of Northstar, or the suppliers of that content. All of the above is protected by U.S. and international copyright laws. ANY UNAUTHORIZED OR UNAPPROVED USE OF ANY OF THE GRADREADY CONTENT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUBJECTS YOU TO ALL CIVIL AND CRIMINAL PENALTIES PROVIDED FOR UNDER DOMESTIC AND INTERNATIONAL COPYRIGHT LAWS AND TREATIES. You may only use the content for accessing and understanding such information for individual and personal use. You may not copy, make any reproduction or modification or any derivative work of the foregoing, and may not republish or display any of same, nor may any of same be linked to any other website. All rights not expressly granted in this Agreement are reserved to Northstar. No other rights or licenses, whether express, implied, arising by estoppel, or otherwise are conveyed or intended by this Agreement.

4. Financial Disclaimer. Northstar does not provide financial advice, and does not endorse, recommend, or approve any product or service listed on the Website unless expressly stated. Northstar is not a financial advisor and will not discuss or advise you on any issues relating to your borrowing, repayment or other financial decisions. Your reliance upon content obtained by you at or through GradReady is solely at your own risk.

5. Third Party Content. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties on or through the Website are those of the respective third party and not of Northstar. In using GradReady, you may enter into correspondence or otherwise interact with third parties through GradReady. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third party. Northstar shall have no liability, obligation or responsibility for any such activity between you and any such third party. Northstar does not endorse any sites on the Internet which are linked to GradReady. Northstar may allow certain links from GradReady to third-party websites only as a matter of convenience, and in no event shall Northstar be responsible for any content, products, or other materials on or available from such third-party websites.

6. Changes to GradReady. Northstar may, in its sole and absolute discretion, modify, suspend, restrict access to, modify the hours of availability of, or terminate all or any part or feature of GradReady or any link contained herein at any time without liability or prior notice. In addition, Northstar may, in its sole and absolute discretion and without liability or prior notice, terminate or suspend your access to all or any part of GradReady, including but not limited to, any bulletin boards on this Site, for any reason, including without limitation, breach of this Agreement. Your obligations pursuant to this Agreement shall survive any such modification, suspension, restriction, or termination for the maximum period allowable under applicable law. Northstar has the right to change or discontinue any aspect or feature of GradReady at any time.

7. Equipment. You shall be responsible for obtaining and maintaining, and all payments for, all telecommunications, computer hardware, and other equipment needed for access to and use of GradReady.

8. End User Conduct.

8.1. YOU ARE RESPONSIBLE FOR YOUR ACTIONS IN CONNECTION WITH YOUR ACCESS AND USE OF GRADREADY, INCLUDING, WITHOUT LIMITATION, ANY CONTENT YOU POST OR UPLOAD TO GRADREADY OR DIRECT OTHERS TO POST OR UPLOAD TO GRADREADY.

8.2. You agree that you will use GradReady solely for purposes of financial literacy training and financial literacy educational purposes and will not use GradReady for any commercial or unlawful purpose.

8.3. You agree not to post, upload, or transmit, or cause to be posted, uploaded, or transmitted, on or through GradReady (i) any unlawful, defamatory, libelous, tortious, obscene, or similarly-objectionable content; (ii) any content that infringes or otherwise violates the intellectual property rights or other rights of any third party; or (iii) any content that includes any software viruses or other harmful or deleterious computer code, files, or programs.

8.4. You agree not to attempt to access the source code or object code of GradReady or attempt to decompile, reverse engineer, or dissemble GradReady.

8.5. You agree not to interfere with or disable GradReady or the servers or networks used in connection with GradReady in any way.

8.6. Except as otherwise expressly permitted under the "fair use" doctrine of copyright law, you agree not to reproduce, distribute, transmit, publish, create derivative works based on, or otherwise exploit GradReady.

9. Rights to End User Content. By posting, uploading, or transmitting any content on or through GradReady, or causing any content to be posted, uploaded, or transmitted on or through GradReady (the "End User Content"): (i) you represent and warrant that you are the owner of the End User Content and/or that you have the right to grant the licenses to Northstar contained in this Agreement; and (ii) you grant to Northstar a fully-paid, royalty-free, perpetual, irrevocable, transferrable, sublicensable, non-exclusive, worldwide license to use the End User Content (in whole or in part) for any and all purposes, subject to the terms of the GradReady Privacy Policy, the terms of which are incorporated herein by reference.

10. Rights of Northstar to Delete End User Content. Northstar may, but has no obligation to, monitor, review, screen, or edit End User Content; however, without limiting any other rights or remedies of Northstar, Northstar may remove from GradReady, delete, and/or destroy any End User Content that either violates the terms of this Agreement or that Northstar, in its sole discretion, deems inappropriate.

11. Feedback. Northstar may use your feedback, suggestions, recommendations, or ideas (collectively, “Submissions”) in any way, including, without limitation, in future modifications of GradReady, other products or services and/or advertising or marketing materials, in accordance with the terms of the Privacy Policy. You hereby grant Northstar a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use in any way the Submissions you provide to Northstar.

12. Disclaimers and Limitations on Liability

12.1. GradReady may periodically be inaccessible or inoperable for any reason including, but not limited to: (i) transmission interference, interruptions, congestion and/or outages; (ii) hardware or software malfunctions; (iii) periodic maintenance procedures or repairs made by or on behalf of Northstar; or (iv) other causes beyond Northstar’s reasonable control. Northstar is not responsible for loss of access to or use of GradReady for any reason.

12.2. Northstar is not responsible for any (i) deletion, destruction, or loss of, (ii) damage to, or (iii) failure to save or store any End User Content. Northstar may delete or destroy End User Content at any time.

12.3. Northstar makes no representations or warranties regarding the accuracy, quality, integrity, legality, reliability, appropriateness, or timeliness with respect to GradReady or any of its content.

12.4. GRADREADY IS PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. NORTHSTAR DOES NOT WARRANT THAT THE INFORMATION ON GRADREADY IS ACCURATE, RELIABLE, OR CURRENT. YOU ASSUME ALL RISK OF YOUR USE OF GRADREADY. NORTHSTAR EXPRESSLY DOES NOT WARRANT THAT GRADREADY, OR ACCESS TO OR USE OF GRADREADY, WILL BE UNINTERRUPTED OR ERROR FREE. UNDER NO CIRCUMSTANCES SHALL NORTHSTAR BE LIABLE FOR ANY DAMAGE CAUSED BY YOUR RELIANCE ON GRADREADY OR ITS CONTENTS.

12.5. AS CONSIDERATION FOR YOUR USE OF GRADREADY, IN NO EVENT SHALL NORTHSTAR BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES AS A RESULT OF LOST DATA OR LOSS OF ACCESS TO OR USE OF GRADREADY), REGARDLESS OF THE LEGAL THEORY ASSERTED (WHETHER IN TORT, CONTRACT, OR OTHERWISE) AND REGARDLESS OF WHETHER NORTHSTAR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATE IN ANY MANNER WHATSOEVER TO (i) YOUR USE OF GRADREADY, OR RELIANCE ON THE GRADREADY CONTENT OR SERVICES, OR (ii) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY NORTHSTAR OR ITS CONTENT PROVIDERS.

12.6. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITIES OR WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, NORTHSTAR’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE LIMITATIONS ABOVE RELIEVE NORTHSTAR OF ANY LIABILITY ARISING OUT ACTS THAT CONSTITUTE INTENTIONAL TORTS AND/OR WILLFUL OR WANTON MISCONDUCT OF NORTHSTAR.

13. Indemnification. You agree to indemnify and hold harmless Northstar and its suppliers, information providers, ISPs, and officers, directors, and employees (each an “Indemnified Party”) from and against any losses, claims, damages, liabilities, penalty actions, proceedings, or judgments (collectively referred to as “Losses”) to which an Indemnified Party may become subject, related to or arising out of any infringement or misappropriation or alleged infringement or alleged misappropriation of any United States or international copyright, trademark, trade secret, or other proprietary right related to your use of GradReady or related to or in connection with this Agreement, and shall reimburse each such Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees, incurred by such Indemnified Party in connection with investigating, defending, or settling any such Losses, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party. You also agree to indemnify and hold harmless each Indemnified Party against any Losses to which such Indemnified Party may become subject that arise out of or relate to your violation of this Agreement or your Use of GradReady or your negligent or wrongful conduct, and shall reimburse each Indemnified Party for all legal and other expenses, including without limitation, reasonable attorneys’ fees, incurred by such Indemnified Party in connection with investigating, defending, or settling any such Losses, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.

14. Termination. Northstar may immediately terminate this Agreement or your access to all or any party of GradReady for any or no reason, with or without notice. The provisions of this Agreement relating to ownership of intellectual property, disclaimers, limitations on liability, and indemnification, and any other provisions of this Agreement where context so indicates, shall survive termination of this Agreement.

15. DMCA Notice. Northstar owns, protects and enforces copyrights in its own creative material and respects the copyright properties of others. Materials may be made available on or via GradReady by third parties not within the control of Northstar. It is our policy not to permit materials known by us to be infringing to remain on GradReady. You should notify us promptly if you believe any materials on GradReady infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement under the Digital Millennium Copyright Act (“DMCA”), Northstar will respond expeditiously to follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue, including, where applicable, removing, or disabling access to material claimed to be infringing or by removing or disabling access to links to such material. Pursuant to the DMCA 17 U.S.C. 512 (c), Northstar has designated Bob Forbrook of Northstar as its agent for notification of claims of copyright infringement with respect to information residing, at the direction of a user, on GradReady. The contact information is:

Northstar Education Services
Attn: Bob Forbrook
930 Blue Gentian Road
Suite 100
Eagan, MN 55121
Bob.Forbrook@nseds.com
888-843-3099(fax)

16. Gramm-Leach Bliley notices. You acknowledge that if Northstar is required under applicable law to provide you with any notice required by the Financial Services Modernization Act of 1999, as amended (the “Gramm-Leach-Bliley Act”) and any and all regulations promulgated thereunder, you agree to accept any such notices by means of updates to the GradReady Privacy Policy posted on the Website.

17. Entire Agreement; Amendment. This Agreement sets forth the entire agreement and understanding between the parties regarding its subject matter and supersedes any prior understanding or agreements, whether written or oral, regarding the same subject matter. This Agreement may not be amended or supplemented by (a) any written communication originated by you relating to the subject matter hereof, (b) statements of any of our employees, or (c) any other purported modification that has not been agreed to in writing by us. We reserve the right unilaterally to make changes to this Agreement at any time without advance notice. We agree to post all amended forms of this Agreement on the Website and such amended forms shall be effective immediately upon its posting. Your continued Use of GradReady subsequent to our posting of amended forms of this Agreement shall constitute your acceptance of the modified Agreement. It is at all times your responsibility to read the most current form of this Agreement before using GradReady to ensure that you agree to this Agreement or any amendments made to this Agreement. You agree that these standards for notice of amendments to this Agreement are reasonable.

18. Notices. Any notices required or permitted under this Agreement, excluding any DMCS notice, shall be in writing and sent by: (a) personal delivery, (b) United States mail, registered or certified, postage prepaid with return receipt requested; (c) by facsimile transmission later confirmed by United States mail, registered or certified, postage prepaid with return receipt requested; or (d) by overnight delivery. Notices delivered personally shall be deemed given as of the date of actual receipt. Notices delivered by United States mail shall be deemed given as of three days after mailing. Notices delivered by facsimile transmission shall be deemed given as of the date and time of receipt. Notices delivered by overnight delivery shall be deemed given as of the date of delivery. Notices shall be addressed as follows:

Northstar Education Services
Attn: Bob Forbrook
930 Blue Gentian Road
Suite 100
Eagan, MN 55121
Bob.Forbrook@nseds.com
888-843-3099 (fax)

19. Miscellaneous. We may assign this Agreement, in whole or in part, in our sole discretion. You may not assign your rights under this Agreement without our prior written permission. Any attempt by you to assign your rights under this Agreement without our permission shall be void. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unen-forceable provision, with all other provisions remaining in full force and effect. This Agreement shall in all respects be governed by and interpreted, construed, and enforced in accordance with the laws of the United States of America and the State of Minnesota, without regard to that State’s conflict of laws provisions. This Agreement shall not be governed by or interpreted in accordance with the Uniform Computer Information Transactions Act (UCITA), the application of which is expressly excluded. Any dispute arising out of this Agreement will be venued in a state or federal court situated in Minneapolis, Minnesota, and you hereby irrevocably submit to the personal jurisdiction of such courts for that purpose. The failure of Northstar to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Northstar in writing.

AGREEMENT LAST REVISED: January 4, 2016