GradReady Terms and Conditions
Before you promote GradReady to your users, please be aware of the following Terms and Conditions.
GradReady is a web-based, modular financial literacy training tool intended to help users make informed decisions about
paying for college, manage their finances while enrolled, and successfully repay their student loans. Pursuant to these
Terms and Conditions, Ascendium Education Solutions, Inc., a Wisconsin non-profit corporation
("Ascendium" or "we" or "us") shall provide access to GradReady Client's users. GradReady client ("Client")
will introduce and promote GradReady to its target audience and communicate the expectation that GradReady be used for
its intended purpose.
By providing Ascendium with Client's names, service marks, trademarks, logos, other Client intellectual property
and any other content provided by or on behalf of Client to Ascendium used to customize Client's GradReady Services
("Branding Information"), Client grants Ascendium a world-wide, royalty-free and non-exclusive license to reproduce,
modify, adapt and publish the Branding Information solely for the purpose of display in conjunction with Client's
GradReady Services. However, Ascendium is not responsible for any harm or injury caused by Client's Branding Information.
Access to the GradReady Website.
Ascendium will provide Client and its users (collectively "Users") with access to the GradReady website. Users will
each establish a personalized User ID and password for access to the site. Users are responsible for maintaining access
control of their individual and personal User ID and password. User is entirely responsible for all activities and actions
that occur on the GradReady website with User's Account Access. Use of the GradReady website may be monitored, audited,
inspected, and reviewed by Ascendium, with or without notice to Users. Unauthorized or improper use may result in civil
liability or criminal penalties. Ascendium may deny, block, suspend, or terminate access to the GradReady website without
notice, at any time, and for any reason including, but not limited to, violation of this Agreement, actions that may lead
to liability for Ascendium, disruption of access to other users or networks, and violation of applicable local, state,
and/or federal laws or regulations.
To the extent permitted by federal and state law, each party agrees to maintain the confidentiality of all information it
receives from or on behalf of the other party in connection with this Agreement ("Confidential Information") and not use
or disclose Confidential Information of the other party except as necessary to perform its obligations under this Agreement.
Ascendium will treat all information it receives from Client and Client's Users under this Agreement as Confidential
Information. Ascendium has established and will maintain appropriate administrative, technical and physical safeguards
designed to: (A) protect the security, confidentiality and integrity of Confidential Information; (B) protect against any
anticipated threats or hazards to its security and integrity; and (C) protect against unauthorized access to or use of
Confidential Information that could result in substantial harm or inconvenience to Client or student borrowers. Without
limiting the generality of the foregoing: (A) Ascendium has established and will maintain safeguards, and will ensure
that its affiliates, agents, representatives and subcontractors, as applicable, establish and maintain safeguards, against
the destruction loss, or alteration of Confidential Information in the possession or control of Ascendium or such
affiliates, agents, representatives or subcontractors, as applicable, that are no less rigorous than those maintained
by Ascendium for its own information of a similar nature; and (B) Ascendium has established and will maintain written
information and physical security programs, including a procedure for response to unauthorized access to Confidential
Information, the terms of which meet or exceed the requirements for financial institutions under the Interagency
Guidelines Establishing Information Security Standards (12 C.F.R. Part 364, Appendix B). Ascendium agrees not to use
Confidential Information except as necessary to provide GradReady to Client or as required by law.
Access to Client's Data.
Ascendium's business operations and support personnel do not have the ability to view or edit the data that Client provides.
Throughout the term of this Agreement, Client will have access to its data. Ascendium expressly warrants that it will not
view, review or analyze the data, or any extraction thereof, for its own business purposes or the purposes of any other person
Notice of Security Breach.
Ascendium will provide Client with prompt notice in the event of a breach in the security of computer systems on which Client's
Confidential Information is maintained that results in the loss of or access by unauthorized persons to Client's Confidential
Information, except for any security breach or loss of Confidential Information that occurs as a result of any User's negligence
or failure to maintain the security of its account access information. Ascendium will also notify Client if any computer,
electronic device, electronic data media or paper documents of Ascendium that contain Client's Confidential Information are
lost or stolen. Ascendium shall take reasonable steps to remedy any such breach or loss of Confidential Information, including
cooperating fully, with Client and its designees and with any civil or criminal authority in any investigation or action relating
to such breach.
Proper Disposal of Confidential Information.
All Confidential Information that exists on paper will be shredded before being discarded. All Confidential Information that
exists on computers and electronic media will be erased before being disposed of or disposed of in a manner that destroys the
media and prevents recovery of any data from it.
GradReady is the property of Ascendium and Users' Use of GradReady does not transfer any right, title, and interest from
Ascendium to Client in any Ascendium's intellectual property. All right, title and interest to such property will remain
(as between the parties) solely with Ascendium. Users' use of GradReady grants it no right to license or reproduce or otherwise
use any content related to GradReady or any Ascendium trademarks. Users may not reverse engineer, copy for sale or other
distribution, or otherwise attempt to appropriate the technological know-how or intellectual property of GradReady at any time
or for any other purpose without the express written authorization of Ascendium.
Term and Termination.
Client may terminate this Agreement immediately, without penalty, if the Client is notified that the Department of Education has
imposed an emergency, limitation, suspension, or termination action with regard to Ascendium's ability to contract with Client
to administer any aspect of its participation in the Title IV, HEA programs or Ascendium has been debarred, suspended, or
voluntarily excluded government-wide from participation in covered transactions.
Ascendium will exercise reasonable care and due diligence in providing GradReady. In no event will Ascendium be responsible
for: (i) the failure of Client to perform; (ii) the accuracy of any data received from Client; or, (iii) the failure of Client
to act in a manner consistent with applicable law or regulation or this Agreement.
Each party assumes the risk of personal injury and property damage attributable to the willful or negligent acts or omissions
of that party and its own officers, employees or other representatives. Ascendium also assumes such risk with respect to the
willful or negligent acts or omissions of persons subcontracting with Ascendium or otherwise acting or engaged to act at the
instance of Ascendium in furtherance of Ascendium's obligations under this Agreement.
NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WITH RESPECT
TO ANY MATTER WHATSOEVER ARISING OUT OF THIS AGREEMENT.
Third-Party Servicer Requirements.
Ascendium agrees to comply with all statutory and regulatory provisions applicable to GradReady. Upon notice from Client,
Ascendium will comply with any special arrangements, agreements, limitations, suspensions and terminations that apply to Client
under Title IV of the Higher Education Act (HEA). Ascendium is not responsible for violation of any special arrangements,
agreements, limitations, suspensions and terminations that apply to Client under Title IV of the HEA of which Client did not
provide notice. Ascendium will refer any information indicating that Client might have engaged in fraud or other criminal
conduct to the Officer of Inspector General ("OIG") of the Department of Education. Notwithstanding any other provision in
this Agreement, Ascendium agrees to be jointly and severally liable with Client to the Secretary of the Department of Education for
any violation of Title IV, HEA requirements resulting from Ascendium's provision of GradReady. In the event that Ascendium ceases operations,
files for bankruptcy, or stops providing services hereunder, Ascendium will, upon Client's written request, destroy or return to Client all
records in Ascendium's possession pertaining to Client's participation in the Title IV program as well as any Client funds paid hereunder
for which services will no longer be provided.
Pursuant to the guidance and requirements of the Dear Colleague Letter("DCL"): GEN-15-01 published by the Department of Education
in January 2015, if a third-party servicer subcontracts any of its contractual responsibilities, the contract must identify the
subcontractor and clearly describe the functions performed on behalf of the servicer and school by the subcontractor. As such,
Ascendium hereby notifies Client that it will subcontract the hosting of its data to Ascendium Educational Loan Services, Inc.
Ascendium's principal office is located at 2501 International Lane, Madison, Wisconsin 53704 and its primary telephone number
is 866-511-0472. Ascendium's president and CEO is Richard George whose phone number is 866-511-0472 and email address is
Relationship of the Parties.
No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created with the
use of GradReady. Neither shall have the power to bind the other or incur obligations on the other's behalf without the other's
prior written consent.
Subject to any preemption by federal law, these terms and conditions will be governed, interpreted, and construed according to
the laws of the State of Wisconsin except in such cases where Client is covered by an applicable state claims act, state tort
claims act, or substantially similar legislation and, in such event, the law of state in which Client is domiciled shall apply.