Gradvisor Terms of Use Agreement

Policy Effective Date: August 21, 2015

Gradvisor, Inc. (“Gradvisor”), a wholly owned subsidiary of College Savings Holdings, Inc., operates an online financial advisor Gradvisor.com (the “Web Site” or “Site”). By using the Web Site you agree to be bound by these Terms of Use (this “Agreement”), whether or not you register become a client (“Client”). If you wish to become a Client or make use of the Web Site’s services (the “Service”), please read these Terms of Use. If you object to anything in this Agreement or Privacy Policy, do not use the Site or the Service. The Terms of Use are subject to change by Gradvisor at any time, effective upon posting on the Web Site, and your use of the Service after such posting will constitute acceptance by you of such changes.

You understand that the Gradvisor and content thereon involve matters with respect to investing in 529 Plans. Gradvisor merely gathers, processes, and makes information available to you, including the recommendation of a possible investment plan. You acknowledge that (1) Gradvisor provides you with risk tolerance, 529 plan and investment portfolio recommendations based solely on profile data you provide, (2) the Site may include information it obtains from sources such as stock exchanges, other financial data providers (e.g. 529 plans and disclosure documents) and news sources, and Gradvisor does not review, endorse or analyze all such third-party information; (3) Gradvisor does not guarantee the accuracy, completeness, or timeliness of any information on the Site; (4) unless you agree to additional terms provided by Gradvisor through the Site that provide otherwise, none of the information on the Site constitutes a solicitation or offer to buy or sell any security, or to provide financial advisory services or other advice regarding the future profitability or the suitability of any security or investment; and (5) the information provided on the Site is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation, and no information from the Site may be copied in any form, by any means, or redistributed, published, circulated or commercially exploited in any manner without Gradvisor’s prior written consent except as provided below. Accordingly, the Site and Gradvisor’s owners, sponsors, directors, officers, employees, successors, and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person or entity for any: (a) inaccuracies or errors in or omissions from the Site or content thereon including, but not limited to, any information or analysis posted by any other user, prices of securities and financial data; (b) delays, errors, or interruptions in the transmission or delivery of the Site or content thereon; or (c) loss or damage arising from your use of the Site or content thereon or by any reason of nonperformance.

1. Acceptance of Terms of Use Agreement.

a. Electronic Agreement. This Agreement is an electronic contract that sets out the legally binding terms of your use of the Web Site and your membership in the Service. Gradvisor may modify this Agreement from time to time. Such modifications are to be effective upon posting by Gradvisor on the Web Site. This Agreement includes Gradvisor’s Privacy Policy and any notices or all other policies regarding the Web Site whether posted on the Web Site or emailed to you. By accessing the Web Site or becoming a Member, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.

b. Electronic Form. By accessing the Web Site or becoming a Member, you consent to have this Agreement provided to you in electronic form.

c. Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program. Via the Web Site, we will notify you of any changes in the hardware or software requirements needed to access and/or retain this Agreement that create a material risk that you will not be able to continue to access and/or retain this electronic Agreement.

2. Eligibility.

You must be at least eighteen (18) years of age to register as a Member of or otherwise use the Web Site. Membership in the Service is void where prohibited. By using the Web Site, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

3. Membership and Pricing.

There are fees for services provided by Gradvisor , LLC.

4. Term.

This Agreement contains the entire agreement between you and Gradvisor, LLC regarding the use of the Web Site and/or the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

5. Modification of the Site or Terms of Use

Gradvisor reserves the right, in its sole discretion, at any time to modify, discontinue or terminate the Gradvisor Solution, any portion thereof, or any content thereon without advance notice, or to modify these Terms of Use. All modified terms and conditions will be effective upon the date when the change takes effect, unless there is a material change, which will be effective when Gradvisor provides notice to you, unless a longer notice period is required by applicable law. If any modified terms and conditions are not acceptable to you, your sole remedy is to cease using the Gradvisor Solution, and if applicable, cancel your Account (defined below) as specified below. By continuing to access or use the Gradvisor Solution after Gradvisor makes any such revision, you agree to be bound by the revised Terms of Use. Each version of the Terms of Use will be identified at the top of the page by the effective date.

6. Accounts

In order to access certain features of Gradvisor, you must register to create an account. When you register, you may be asked to choose a username and password, which you will use to access your account. You are responsible for maintaining the confidentiality of the username and password that you designate during the Registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Gradvisor of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Gradvisor will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature.

You agree that the information that you provide to us on registration and at all other times, and the information you provided to any website through which you access the Site or parts thereof, will be true, accurate, current, and complete. Gra8.5 x 11isor reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete.

7. Termination/ Cancellation

Clients may terminate the agreement at any time, however, no advisory fees paid up until that time will be refunded. Gradvisor also reserves the right to terminate or suspend access to your account, in our sole discretion, at any time for any reason without notice to you.

8. Links

Clicking on certain links within the Website or certain other websites that are linked to the Website may take you to other websites, or may display information on your computer screen from other websites, which may not be maintained by Gradvisor. Such websites may contain terms and conditions, privacy provisions, confidentiality provisions, or other provisions that differ from the terms and conditions applicable to the Website. Links to other Internet services and websites are provided solely for the convenience of users. A link to any service or website is not an endorsement of any kind of the service or website, its content, or its sponsoring organization.

Gradvisor assumes no responsibility or liability whatsoever for the content, accuracy, reliability or opinions expressed in a website, to which the website is linked (a “linked website”) and such linked websites are not monitored, investigated, or checked for accuracy or completeness by Gradvisor. It is your responsibility to evaluate the accuracy, reliability, timeliness and completeness of any information available on a linked website. All products, services and content obtained from a linked website are provided “as is” without warranty of any kind, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, security, or accuracy.

9. Fees

Your use of pay services will be subject to your client agreement and compliance with these Terms of Use and any additional terms and conditions you agree to when you subscribe to the applicable Pay Service (including but not limited to payment of fees).

10. Prohibited Activities.

Gradvisor reserves the right to investigate and terminate your membership if you have misused the Service, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. The following is a partial list of the type of actions that you may not engage in with respect to the Service: (i) You will not “stalk” or otherwise harass any person. (ii) You will not express or imply that any statements you make are endorsed by Gradvisor without our specific prior written consent. (iii) You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents. (iv) You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information unless under fair use or without obtaining the prior consent of the owner of such proprietary rights. You will not remove any copyright, trademark or other proprietary rights notices contained in the Service. (v) You will not interfere with or disrupt the Services or the site or the servers or networks connected to the Services or the site. (vi) You will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. (vii) You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service. (viii) You will not “frame” or “mirror” any part of the Service or the Web Site, without Gradvisor’s prior written authorization. You also shall not use meta tags or code or other devices containing any reference to Gradvisor or the Service or the site in order to direct any person to any other web site for any purpose. (ix) You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Web Site or any software used on or for the Service or cause others to do so.

11. Modifications to Service.

Gradvisor reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Gradvisor shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

12. Blocking of IP Addresses.

In order to protect the integrity of the Service, Gradvisor reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Web Site.

13. Copyright Policy.

You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information unless under fair use or without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent, pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)), with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Web Site; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Questions, concerns and claims regarding copyright infringement can be sent toprivacy@gradvisor.com

14. Privacy.

Use of the Web Site and/or the Service is also governed by our Privacy Policy.

15. Disclaimers.

Gradvisor is not responsible for any incorrect or inaccurate Content posted on the Web Site or in connection with the Service whether caused by users of the Web Site, Members or by any of the equipment or programming associated with or utilized in the Service. Gradvisor is not responsible for the conduct, whether online or offline, of any user of the Web Site or Member of the Service. Gradvisor assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user or Member communications. Gradvisor is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Web Site or combination thereof, including injury or damage to users and/or Members or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will Gradvisor or any of its affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Web Site or the Service, any Content posted on the Web Site or transmitted to Members, or any interactions between users of the Web Site, whether online or offline. The Web Site and the Service are provided “AS-IS” and Gradvisor expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Gradvisor cannot guarantee and does not promise any specific results from use of the Web Site and/or the Service. In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted on the Web Site is for informational and entertainment purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. Gradvisor makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Web Site. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.

16. Limitation of Liability

IN NO EVENT SHALL GRADVISOR OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE GRADVISOR SOLUTION, CONTENT AND/OR USER INFORMATION, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE GRADVISOR SOLUTION OR FOR ANY INVESTMENT DECISIONS MADE ON THE BASIS OF SUCH INFORMATION, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT GRADVISOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding anything to the contrary contained herein, Gradvisor’s liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to Gradvisor for the Service during the term of membership.

17. Indemnification

You agree to indemnify and hold Gradvisor, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.

18. No Third Party Beneficiaries.

You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

19. Other.

Gradvisor is trademark of Gradvisor. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Gradvisor. Please contact us with any questions regarding this agreement.

How to contact us

If you have any questions about this Agreement or our information-handling practices, or if you would like to request information about our disclosure of personal information to third parties for their direct marketing purposes, please contact us by e-mail atsupport@gradvisor.com or postal mail at 444 Brickell Ave. Suite 820 Miami, FL 33131