Terms of Sale.

Date Last Revised: August 15, 2018

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU”OR “YOUR” MUST REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

BY USING OR ACCESSING THE SERVICES, YOU AGREE TO BE BOUND BY OUR TERMS OF USE AND ALL TERMS, POLICIES, AND GUIDELINES INCORPORATED THEREIN. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF USE AND THIS AGREEMENT, THIS AGREEMENT WILL GOVERN.

You may not access the Services if you are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on August 1, 2018. It is effective between You and Us as of the date of Your accepting this Agreement.

As used herein, the words “You” and “Your” mean the entity that is subscribing for the Services and the words “we,” “our,” and “IonTuition” mean Iontuition, Inc. and Iontuition, Inc.’s affiliate i3 Group, LLC, the providers of the Services.

Registration

To register for the Services and activate an account, You must complete the registration process by providing the requested information including, but not limited to, user name, password, and billing information. You agree to provide us with complete and accurate information when You register for the Services, and to keep such information updated.

You must protect Your user name and password and are solely responsible for activities that occur under or through Your account, including activities initiated by third parties, whether or not such activities are authorized by You. If You allow a third party to access the Services on Your behalf, You must ensure that such third party is bound by, and abides by, the terms of this Agreement and all Terms incorporated by reference.

If You become aware of any unauthorized use of Your user name or password, You agree to notify us immediately at the email address security@iontuition.com or by calling the telephone number 1-855-456-2656.

IonTuition may access Your account, or information associated with Your account, to provide support or maintenance, for security-related reasons, to communicate with You about other products or services or any other business purposes.

Users

Subscription to the Services includes access for all eligible individuals (the “Users”) within Your organization. These Users are identified by You via the upload of an eligibility roster that includes all information used to validate eligibility and identity (the “Eligibility File”). You agree to restrict use of the Services to individuals residing in the United States and comply with all applicable United States laws regarding the handling of user data and personally identifiable information.

For access to Services, Users will be required to register and to create a unique identification code (“User Name”) and a password (“Password”) that will be required to order services. User may only access Services using Your assigned User Name and Password, and may not access the Services using the User Name or Password of any other person.

Users will also be required to represent either that (i) they are eighteen (18) years of age or older or (ii) if they are under eighteen (18) years of age, the parent or guardian named in their registration has consented to their use of the Services and agreed to be responsible for their use of the Services.

Term of Agreement

All Subscriptions are for a fixed one-year term. You will be subject to automatic renewals of Your Subscription. On the anniversary date of Your last subscription date, Your Subscription will renew, along with Your access to our Services, unless You choose not to renew Your Subscription.

We will send You an email notice at Your email address(es) on record approximately 45 days before the end of Your Subscription to notify You of Your subscription renewal date. Renewal rates are subject to change, but we will always notify You beforehand. Please keep a record of when Your Subscription term ends and the next renewal date. You are responsible for keeping Your payment information up to date.

Upon termination or cancellation of Your subscription for any reason, Your Users will lose all access to the Services, as well as any data or information stored in their accounts.

Cancellation and Suspension of Services

We may cancel Your subscription at any time upon notice to You if You violate the terms of this Agreement.

You may cancel Your subscription at any time by contacting us by email at benefits@iontuition.com or via telephone at 1-877-214-4627.

You will not be entitled to any refund of fees on cancellation.

If any amount owed under this or any other agreement for Services is past due, we may, without limiting any other rights or remedies, suspend access to the Services until such time as payment has been received.

Fees, Billing & Payment

Fees are based on the number of Users, as identified by You in Your Eligibility File. These fees are published on the iontuition.com website (the “Website”) and by subscribing You acknowledge that You are aware of the fees associated with Your subscription based on Your organizational data. Unless otherwise stated, all fees are stated in U.S. Dollars.

In the event that the number of Users included in Your Eligibility File exceeds the maximum allowed under Your fees, You will be automatically upgraded to the currently-applicable subscription tier. In the event of such an upgrade, Your designated payment method will be charged for the difference, prorated according to the number of months remaining in the currently active subscription period.

You will be billed annually in advance the rates set forth (the “Charges”). All Charges are non-refundable.

Charges will automatically be billed to the credit card or bank account designated in Your registration or any substitute that You designate using the account management feature (the “Credit Card”), and You hereby authorize this automatic billing. It is Your responsibility to notify us in a timely manner of any changes to Your payment method.

You will not be able to access our Services unless Your account for Your Subscription is in good standing and You are otherwise in compliance with these Terms of Use.

If for any reason we are unable to bill Charges, we will suspend Your use of the Services and promptly notify You and upon receipt of such notice You will promptly pay any outstanding charges through means other than the payment method on file. In addition, as a condition to Your continued use of the Services, You may be required to provide us with the information and authorization necessary to bill a different payment method for Charges going forward. Your use of the Services, and Your new billing cycle, will re-commence upon our acceptance of such information and authorization.

If payment is not received, You agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. We reserve the right to change the fees for Services at any time, or to impose additional fees or charges. Such changes will be effective as of the first billing cycle that occurs more than thirty (30) days after notice of our new fees has been sent to the then-current email address associated with Your account.

Restrictions on Use

You agree not to, and not to allow Users to:

(i) resell, in whole or part, or otherwise commercially exploit, assign or transfer Your right to use the Services;

(ii) make Your user names or passwords available to others, or allow use of Services by others through Your User names or passwords;

(iii) store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, sell, or otherwise exploit any of the Website or Content for any commercial purpose;

(iv) use any robot, spider, scraper, deep link, or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor the Website or any portion of the Website;

(v) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Website, other than the search engines and search agents available through the Services or through the use of publically available Internet browsers (such as Microsoft Explorer);

(vi) post or transmit any file that contains viruses, worms, Trojan horses, or any other contaminating or destructive features or that otherwise interferes with the proper working of the Services; or

(vii) attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services or the Website.

Privacy

IonTuition’s Privacy Policy is incorporated into these Terms by reference.

Modifications to this Agreement

This Agreement may be modified only (a) by obtaining our written consent in an agreement signed by an officer of IonTuition or (b) as set forth in the immediately following paragraph.

We may modify this Agreement by written notice to You. Any such modification will be effective as of the first billing cycle that occurs more than thirty (30) days after notice of our new fees has been sent to the then-current email address associated with Your account.

Intellectual Property Rights

You acknowledge and agree that IonTuition will own and retain any and all copyright, patent, trademark, trade secret and other intellectual property rights in the Services.

Disclaimers and Limitations

We do not provide, and the Services are not intended to provide, legal, accounting, tax, broker, financial, planning, credit counseling, or student aid or counseling advice or services. The Services are provided on an ‘as is’ and ‘as available’ basis without any warranties of any kind. To the fullest extent permitted by law, IonTuition disclaims all warranties, including the warranty of merchantability, non-infringement or third party rights, and the warranty of fitness for a particular purpose. IonTuition makes no warranties about the accuracy, reliability, completeness, intent, usefulness, or timeliness of the material, content, services and links.

In no event will IonTuition, its affiliates, agents, suppliers, partners and their respective officers, directors, employees, contractors and agents (in each case, a “Released Party”) be liable for any damages whatsoever (including without limitation, direct, indirect, incidental, consequential, punitive and exemplary damages, lost revenues, or damages resulting from lost data, inconvenience or business interruption) resulting from the use or inability to use the Website or Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not such Released Party is advised of the possibility of such damages. In no event will any Released Party be liable to You or anyone else for any decision made or action taken by You or anyone else in reliance on this Website or the Services or the information contained herein. In no event will the aggregate liability to You for all claims directly or indirectly arising from the use of the Website or the Services exceed one dollar ($1.00). Some jurisdictions do not allow the limitation of liability, so the foregoing limitation may not apply to You.

Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this agreement are material bargained for bases of this agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this agreement and in the decision by each party to enter into this agreement.

Indemnity and Release

As a material inducement to provide You with the Services, You hereby indemnify, defend and hold each Released Party harmless from and against any and all demands, damages, liability, claims, actions, demands and costs incurred by such Released Party in connection with any claim arising out of any breach by You of this Agreement, including, reasonable attorneys’ fees and costs.

If You have a dispute involving the Services with a third party, You release each Released Party from all claims, demands, damages, liability, claims, actions, demands and costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Governing Law and Jurisdiction

This Agreement is governed by the internal substantive laws of the State of Illinois, without regard to its conflict of law principles. Jurisdiction for any claims arising under this Agreement will lie exclusively with the state or federal courts in Cook County, Illinois where IonTuition has its principal place of business. If You access the Website or the Services from outside of the United States, You do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction.