These terms of service (“Terms”) are between GradePoint Financial Group LLC, an Illinois limited liability company, (“GradePoint,” “we,” “our,” and “us”) and you (“you” and “your”) and govern your access to and use of our website, web applications, mobile applications, platforms, portals, downloads, content, products, services, materials and/or any resources or sites that GradePoint may have now and/or in the future (collectively, the “Services”). By accessing and/or using our Services, you also agree to the GradePoint Privacy Notice (“Privacy Notice”), and consent to any personal information we may obtain about you being collected, stored and/or otherwise processed in accordance with our Privacy Notice and these Terms.

If you access and/or use the Services, you acknowledge and agree that you have read, understand and agree to be bound by all of the terms and conditions set forth in these Terms, as well as all other applicable rules or policies, terms and conditions or agreements that are or may be established by GradePoint from time to time, and the foregoing shall be incorporated herein by reference. If an individual agrees to these Terms on behalf of a legal entity, such individual represents that the individual has the legal authority to bind such entity. If you do not agree to these Terms, do not use the Services.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND GRADEPOINT WILL BE RESOLVED BY INDIVIDUAL MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING, INCLUDING THAT BROUGHT IN ANY STATE OR FEDERAL COURT. YOU ALSO WAIVE YOUR RIGHT TO RECEIVE A TRIAL BY JURY.

1. OVERVIEW

GradePoint’s Services enable users to obtain and compare quotes from multiple insurance carriers for life insurance, long-term care insurance, disability insurance and other products and services, and to connect with such insurance carriers to purchase insurance products. GradePoint may also provide information, recordings, videos, resources and other materials on its website. If you are accessing and/or using the Services, you agree to access and/or use such Services only in accordance with the applicable terms and conditions contained in these Terms and as further described herein.
THE INFORMATION PROVIDED TO YOU BY THE SERVICES IS FOR GENERAL INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE INVESTMENT OR INSURANCE ADVICE BY US, NOR DOES IT CREATE ANY CONTRACTUAL CLIENT RELATIONSHIP BETWEEN YOU AND US. THE PURCHASE OF CERTAIN INSURANCE PRODUCTS CAN CONTAIN RISKS AND YOU SHOULD CONSULT WITH YOUR OWN FINANCIAL ADVISOR, INSURANCE CONSULTANT, ACCOUNTANT AND/OR ATTORNEY BEFORE ENTERING INTO ANY INSURANCE CONTRACT. MOREOVER, UNDER NO CIRCUMSTANCE SHOULD ANY INFORMATION PROVIDED VIA THE SERVICES BE CONSIDERED AN OFFER SOLICITING THE PURCHASE OR SALE OF ANY INSURANCE OR SECURITIES PRODUCT.

2. CHANGES TO TERMS

GradePoint may, at any time, for any reason, make changes to the Services and/or modify these Terms in its sole and absolute discretion. If we make changes and/or modifications that affect your use of and/or access to the Services, we will post notice of the change and/or modification on this Terms page and change the ‘Updated’ date set forth above. You agree that your continued use of the Services following changes and/or modifications will constitute your acceptance of such changes and/or modifications. We may also provide you with additional forms of notice as appropriate under the circumstances. If you do not agree to the changes, you shall not use the Services offered after the effective date of the changes and/or modifications. Please revisit these Terms regularly to ensure that you stay informed of any changes and/or modifications. GradePoint also reserves the right to post, from time to time, additional rules of usage that apply to specific parts of the Services, which may be posted in the relevant portion of the Services. Your continued use of the Services constitutes your agreement to such additional rules.

3. PRIVACY NOTICE

For information regarding collection, use, and disclosure of your information, please review our Privacy Notice. You agree to our Privacy Notice and consent to any personal information we may obtain about you being collected, stored, and/or otherwise processed in accordance with the Privacy Notice and these Terms.

4. USE OF THE SERVICES

Right to Use. These Terms permit you to use the Services only for your individual and/or internal purposes. By using the Services and accepting these Terms: (i) GradePoint grants you a limited, nonexclusive, non-transferable, non-sublicensable, revocable right to access and/or use the Services and information provided therein in accordance with the terms and conditions set forth herein and any additional terms, conditions and policies set forth by GradePoint; and (ii) you agree not to reproduce, modify, distribute, create derivative works from, publicly display, publicly perform, republish, download, transmit, store, license, sell and/or re-sell any content and/or information obtained from and/or accessed through the Services without the express written permission of GradePoint. Notwithstanding the foregoing subsection (ii), your computer may temporarily store copies of information required for you to access and view the information and you may store files that are automatically cached by your browser for display enhancement purposes. If you use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will stop immediately. Neither these Terms nor your use of the Services convey and/or grant to you any rights: (a) in or related to the Services except for as expressly set forth herein; or (b) to use GradePoint’s names, logos, product and service names, trademarks, or services marks or those of GradePoint’s licensors.

Access to Services. GradePoint retains the right, in its sole discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Services due to circumstances within our control and outside of our control. You acknowledge and agree that the use of the Services is at your own risk, including without limitation the risk that you might be exposed to content that is inaccurate and/or objectionable. Please note that the Services may contain access to third-party content and other interactions over which we have no control (including without limitation information from third-party service providers and insurance carriers). We assume no responsibility for, nor do we endorse, screen, or approve third-party content, offerings, or other materials made available to you within the Services. The Services may be modified, updated, suspended and/or discontinued at any time as determined by GradePoint in its sole and absolute discretion and without notice and/or liability.

Eligibility. To access and/or use the Services, you must be at least eighteen (18) years of age. By accessing and/or using the Services, you represent and warrant that you meet these eligibility requirements. The ‘Children’s Online Privacy Protection Act’ requires that companies obtain verifiable parental consent before they knowingly collect personal information online from children under the age of thirteen (13). We do not knowingly collect or solicit information from children under the age of thirteen (13). If we learn we have collected personal information from a child under the age of thirteen (13), we will delete the information. If you think someone under the age of thirteen (13) has provided us with personal information, please contact us at [email protected]

Creating an Account. You may need to register for an account with GradePoint and/or a third-party service provider in order to access and/or use certain components of the Services. You agree to provide true, accurate, and current information in connection with your access to and/or use of such Services and your account (if applicable). You may be asked to provide certain information to access certain portions of the Services or to receive certain resources made available by GradePoint. You must ensure that any user IDs and other access credentials are kept strictly confidential and not shared with any unauthorized person. From time to time, we may restrict access to all or part of the Services as we may determine in our sole discretion. You will comply with all applicable laws, rules, and/or regulations when accessing and/or using the Services. You are responsible for making necessary arrangements to use the Services, such as securing a device and/or internet access. You are responsible for ensuring that all persons who access the Services through your device and/or internet connection are aware of these Terms and comply with these Terms. You agree to notify GradePoint immediately of any unauthorized access to or use of the Services or any other breach of security. BY CREATING AN ACCOUNT, YOU AGREE THAT THE INFORMATION PROVIDED TO YOU BY THE SERVICES IS FOR GENERAL INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE INVESTMENT OR INSURANCE ADVICE BY US, NOR DOES IT CREATE ANY CONTRACTUAL CLIENT RELATIONSHIP BETWEEN YOU AND US.

Data Security; Unauthorized Access. You acknowledge and agree that GradePoint utilizes third-party service providers to host and provide the Services and store your User Content, and the protection of such data will be in accordance with such third party’s safeguards for the protection and the security and confidentiality of data. You are responsible for properly configuring and using the Services and taking appropriate steps to maintain security, protection, and backup of all of your User Content. GradePoint is not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss, or failure to store any of, your User Content and data or other information that you submit and/or use in connection with the Services (including as a result of your errors, acts, or omissions).

Communications. You agree to receive certain communications in connection with the Services. When you use the Services, you are communicating with us electronically, and you consent to receive communications from us, or our affiliates, electronically. We may communicate with you by e-mail, SMS/text, telephone and/or by posting notices on the Services. You acknowledge and agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Certain electronic communications from GradePoint may include promotional and advertising material and information about GradePoint, unless or until you elect to opt-out of receiving such communications by clicking the unsubscribe link and/or by notifying us at [email protected] that you no longer desire to receive promotional communications from us.

Your Conduct and Responsibilities. GradePoint grants you the rights set forth herein, subject to the following conditions:

● You represent and warrant to GradePoint that (i) all information provided to GradePoint by you is true, complete, and accurate in all respects, and (ii) you are authorized to submit information to GradePoint;
● You shall not modify, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Services;
● You may not access all or any part of the Services in order to build a product or service which competes with the Services;
● You shall not copy or imitate part or all of the design, layout, or look-and-feel of the Services or individual sections of it, in any form or media;
● You are only authorized to view, use, copy for your records and download small portions of the content on the Services for your informational, non-commercial use; provided that you leave all copyright and other proprietary notices intact;
● You are responsible for the accuracy and quality of the information and content that you submit and will not violate the intellectual property rights of anyone;
● You agree to act in accordance with all applicable laws, rules and regulations;
● You shall not imply that content provided by you is in any way sponsored and/or endorsed by GradePoint;
● You agree not to intentionally hold GradePoint and/or its officers, directors, employees, contractors and/or third-party service providers up to public scorn, ridicule, or defamation;
● You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the Services, and notify GradePoint promptly of any such unauthorized access and/or use;
● You will not attempt to do any of the following: access data not intended for you, monitor the Services for data gathering purposes and/or interfere with the Services in relation to any user in any manner;
● You will not attack the Services via a denial-of-service attack or a distributed denial-of-service attack; and/or
● You shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided.

Confidentiality. During your access to and/or use of the Services, you may have access to certain information of GradePoint that is not generally known to others including any and all information relating to GradePoint and its business, such as, its business, legal, and operational practices, financial, technical, design, performance characteristics, commercial, marketing, competitive advantage or other information concerning its business and affairs, partnerships and potential partnerships, business model, fee structures, employees, funding opportunities, metrics, algorithms, techniques, formulas, processes, know-how, systems, ideas, inventions (whether or not patentable or copyrighted), feedback, procedures and techniques that have been or may hereafter be provided or shown to you, regardless of the form of the communication (collectively, “Confidential Information”). You will use best efforts to protect and prevent any access to Confidential Information.

except AS EXPRESSLY SET FORTH HEREIN, The commercial use, reproduction, transmission or distribution of any information or other material available through the Services without the prior written consent of GRADEPOINT is strictly prohibited.

Except as set forth in the Privacy Notice, these Terms, any additional terms and conditions relating to specific products and/or services used in conjunction with the Services, and/or as required by law, GradePoint shall not be subject to any obligations of confidentiality regarding any information and/or materials submitted through the Services. GradePoint may take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services. We have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS GRADEPOINT AND ITS LICENSORS AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY GRADEPOINT DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER GRADEPOINT OR LAW ENFORCEMENT AUTHORITIES.

5. FEES

Currently, the Services are free to users. In the future, GradePoint may offer different types of Service plans and packages that will be subject to a fee.

6. ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information provided through the Services that contains typographical errors, inaccuracies, and/or omissions that may relate to services and/or product descriptions, pricing, promotions, offers, and availability. We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, and/or omissions; and/or (iii) make changes to prices, content, offers, services and/or product descriptions, specifications, and/or other information without obligation to issue any notice of such changes. GradePoint shall not be liable for any promotions, discounts and/or coupons on Third-Party Services (as defined in Section 13 below).

7. OWNERSHIP

Services and Data. Excluding your User Content, Third-Party Services and content linked to or posted on the Services, the Services and their entire contents including but not limited to the GradePoint name, logos, graphics and other information and material we provide through the Services are the property of and owned by GradePoint, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary right laws. Any redistribution or reproduction of part or all of the contents of the Services, including but not limited to the tools, text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, trade dress, logos, and slogans is prohibited. As between the parties, GradePoint and/or its licensors are the owner of and retain all right, title and interest in: (i) all content and information provided by GradePoint; and (ii) any data or metadata created, aggregated, or generated by access to and/or use of the Services, including but not limited to data or insights collected from the Services and/or in connection with your use of the Services. Subject to the limited rights expressly granted hereunder, GradePoint and/or its third-party licensors reserve all right, title and interest in and to the Services and related information, including without limitation all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. The GradePoint name and logo are trademarks and/or service marks of GradePoint (the “Marks”) and we retain all right, title, and interest in and to the Marks.

User Content. During the course of your access to and/or use of the Services, you may enter and/or upload content and information on the Services and through communication facilities that may be offered on, though, and/or in connection with the Services from time to time (collectively, “User Content”). You and/or your licensors shall have exclusive title and ownership rights, including all intellectual property rights, throughout the world in all of your User Content.

GradePoint and our third-party service providers will be able to see your User Content that you enter onto the Services, and you hereby irrevocably grant such parties the right to access your User Content in connection with the Services in accordance with these Terms or in connection with providing the Services. You alone are responsible for your User Content, and once entered, it may not always be fully withdrawn or deleted from GradePoint infrastructure or digital storage. You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, and/or reliability. You also represent that you own, and/or have the necessary permissions to use and authorize use of your User Content as described in these Terms.

GradePoint and/or our third-party service providers may delete or remove User Content, in our sole and absolute discretion, that we believe in our sole discretion may violate any terms of use and/or other policies. GradePoint may preserve your User Content and may also disclose your User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; and/or (b) enforce these Terms. The technical processing and transmission of your User Content may involve transmissions over various networks and changes to conform to technical requirements of connecting networks or devices. Notwithstanding anything herein to the contrary, GradePoint is not obligated to take any action not required by law.

User Content shall not contain any unauthorized content which includes but is not limited to content or any communications that contain viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept, or appropriate any system or data. We are not obligated, but reserve the right to remove or suspend, in whole or part, your User Content if it violates these Terms or any other applicable user content restrictions, as updated from time to time.

Feedback. Please keep in mind that we do not seek any unsolicited ideas and/or materials for the Services. If you provide us with any feedback, suggestions, improvements, reviews, enhancements, recommendations relating to the Services (“Feedback”), then you further grant to GradePoint a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback. GradePoint has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion.

8. PROHIBITED USE AND CONDITIONS

We prohibit crawling, scraping, caching and/or otherwise accessing any content on the Services via automated means (except with GradePoint’s express written consent). You may not use the Services in any manner that could damage, disable, overburden, and/or impair the Services and/or interfere with any other party’s use and/or enjoyment of the Services. You may not obtain and/or attempt to obtain any materials and/or information through any means not intentionally made available and/or provided for through the Services.
You may not interfere with the proper working of the Services, including without limitation by placing an unreasonable load on the Services’ infrastructure.

9. TERMINATION

GradePoint reserves the right, in its sole and absolute discretion, to terminate or suspend your access to the Services, without liability, without cause and/or without notice. Without limiting any other remedies, GradePoint, without notice, may suspend or terminate your access to the Services, without liability, (i) if GradePoint suspects, in its sole discretion, that you have violated the terms and conditions set forth herein, any of GradePoint’s policies referenced herein, the Privacy Notice, or any other applicable policies and/or terms; (ii) if you engage in improper or fraudulent activity in connection with GradePoint and/or the Services; and/or (iii) for any other reason. In the event you share the access granted with any person or entity, and/or misuse the Services by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, GradePoint will consider your access as having been acquired by fraud and/or misrepresentation and will terminate your access immediately. In such event, GradePoint retains the right to seek civil and/or criminal redress, the entire cost, including GradePoint’s attorneys’ fees and other court costs and litigation expenses, shall be borne solely by you.

10. INDEMNIFICATION AND WAIVER

By accessing the Services, you thereby unequivocally agree to release, indemnify, defend and hold harmless GradePoint, its officers, directors, agents, employees, contractors, subcontractors, suppliers, service providers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, or liabilities of any nature including reasonable attorneys’ fees (“Claims”) arising out of and/or relating to (i) User Content submitted by you in connection with the Services; (ii) any use of the Services in violation of these Terms; (iii) your violation of any law and/or the rights of a third party; (iv) your use of the Services; (v) any breach of these Terms by you or your representatives; and/or (vi) fraud you commit and/or your intentional misconduct and/or negligence. You further agree to give prompt notice to GradePoint in writing upon your receipt of notice of any Claim against you that might give rise to a Claim against GradePoint. You also agree to allow us to participate in the defense, and will not settle any Claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.

11. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, AND ANY CONTENT, ARE PROVIDED BY GRADEPOINT TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND COMPLETENESS, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH GRADEPOINT EXPRESSLY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, GRADEPOINT AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE AND/OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE ACCESS TO AND/OR USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; AND/OR (C) GRADEPOINT WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT. NO ADVICE AND/OR INFORMATION, WHETHER ORAL AND/OR WRITTEN, OBTAINED BY YOU FROM GRADEPOINT OR THROUGH YOUR ACCESS TO AND/OR USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. GRADEPOINT MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (i) ANY THIRD-PARTY WEBSITE, THIRD-PARTY SERVICES LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SERVICES, INCLUDING ANY THIRD-PARTY SERVICES INTEGRATED INTO THE SERVICES, (ii) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICES, AND/OR (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES.

12. LIMITATION OF LIABILITY

YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK. IN NO EVENT SHALL GRADEPOINT, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, SERVICE PROVIDERS, SUPPLIERS AND/OR OTHER REPRESENTATIVES BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF GRADEPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY GRADEPOINT, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, IN SUCH STATES, GRADEPOINT’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, IN THE EVENT YOU ARE DISSATISFIED WITH THE SERVICES, RELATED SERVICES AND/OR HAVE ANY OTHER GRIEVANCE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE THE RIGHT TO DISCONTINUE ACCESS TO AND/OR USE OF THE SERVICES.

GRADEPOINT’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES IS LIMITED TO ONE HUNDRED DOLLARS (US$100).

If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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.” If you are a resident of another jurisdiction in which any other statute or common law principles of similar effect applies, you waive the application of such statute or common law with respect to the claims, demands and damages (actual and consequential) released under this Section.

13. THIRD-PARTY CONTENT, LINKED SITES, THIRD-PARTY SERVICES

Third Party Content. GradePoint may provide you with access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials (“Third-Party Content”). The third party from whom or which any such Third-Party Content originates is solely responsible for it and GradePoint assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity, or quality of any Third-Party Content. Accordingly, GradePoint does not control or endorse such Third-Party Content and has no liability of any kind to you or any third party for any Third-Party Content. Statements of opinion and commentary in Third-Party Content are those of the third party and not necessarily those of GradePoint.

Linked Sites. The Services may provide links to independent third-party websites (“Linked Sites”). GradePoint does not control such Linked Sites and is not responsible for their content nor is it responsible for the accuracy or reliability of any information, data, opinions, advice and/or statements contained within such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites at your own risk. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Linked Site that you visit. GradePoint reserves the right to terminate any link and/or linking program at any time in its sole and absolute discretion. We disclaim all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials and/or information contained on such Linked Sites.

Third-Party Services. There may be third-party products, services, software, and/or social networks (collectively “Third-Party Services”) integrated into the Services. Please be aware that GradePoint is not affiliated with any Third-Party Services or the companies or providers that own or control such Third-Party Services. You agree to release GradePoint and such third-party providers from any liability related to your use of any Third-Party Services or any costs or charges related to such Third-Party Services. In order to use any Third-Party Services, you may be required to agree to that company’s terms and conditions and/or privacy policy. You agree to comply with the foregoing when using the Services. Where you decide to use such Third-Party Services, GradePoint is not a party to any contracts created between you and the provider of such Third-Party Services. GradePoint is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with any Third-Party Services.

14. NO PROFESSIONAL ADVICE

The information available on the Services is intended to be a general information resource regarding the matters covered. The Services are not a substitute for professional advice, and you should not construe this as legal, accounting, financial, investment, insurance, tax, medical and/or other professional advice.

15. NO OFFERS

The information contained on the Services does not constitute an offer or solicitation for the sale of any security, insurance product, or service in any jurisdiction where we are not licensed to conduct business or where the security or insurance product is not available for sale. Securities products are offered for sale by prospectus only. No security or insurance product is offered or will be sold in any jurisdiction in which such offer or solicitation would be unlawful under the laws of the jurisdiction. Some product, product features, or underlying investment options may not be available in all states. Products are not available for purchase outside the United States.

16. LICENSE TO CONDUCT BUSINESS

GradePoint is a limited liability company organized under the laws of the state of Illinois, and wholly owned by WealthFusion, Inc., a Delaware corporation. GradePoint is licensed to transact life, disability and long-term care insurance business in AL, AZ, AR, CA, DE, FL, GA, IL, IN, KY, ME, MA, MI, MN, MS, MO, NE, NV, NH, NJ, NC, ND, NY, OH, OR, PA, SC, TN, TX, VA, and WI. GradePoint’s principal place of business is 165 N. Archer Mundelien, IL. It has the following agency licenses:

GradePoint has the following affiliates, through a common parent and which are also owned by WealthFusion, Inc.: GradePoint Financial LLC and GradePoint Financial Group LLC.

The Services are not intended as a solicitation in any jurisdiction in which GradePoint or any of its subsidiaries or affiliates are not authorized to transact business.

17. COPYRIGHT AND TRADEMARK POLICY

We reserve the right to block access to and/or remove material that we believe in good faith to be copyrighted material that has been illegally distributed by you and/or other third parties and remove and discontinue service to repeat offenders. Should you believe anything in the Services infringes on any copyright that you own or the copyright of others, you may notify the copyright agent (“Copyright Agent”) at GradePoint, Attn: Copyright Agent, 165 N. Archer Mundelein, IL 60060], or at [email protected] We will respond to clear notices of copyright infringement when you provide the following information: (i) signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) description of the copyrighted work that is claimed to be infringed upon; (iii) description of where the material that is claimed to be infringed upon is located in the Services; (iv) information reasonably sufficient to permit contact (i.e., an address, telephone number, and an e-mail address at which the complaining party may be contacted); (v) statement that the complaining party has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) statement by the complaining party, made under penalty of perjury, that complaining party is authorized to act on behalf of the intellectual property owner of the right that is allegedly infringed.

The Copyright Agent will not remove content from the Services in response to phone or email notifications regarding allegedly infringing content, since a valid Digital Millennium Copyright Act (“DMCA”) of 1998 notice, to be effective legally, must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by mail only and as further described by this Section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring in the Services. All other inquiries directed to the Copyright Agent will not be responded to.

18. DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER

Disputes. We want to address your concerns without filing a formal legal case. Before filing a claim against GradePoint, you agree to try to resolve the dispute informally by contacting us at [email protected] and describing the nature and basis for the dispute as well as the relief sought. We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within thirty (30) days of submission, you and GradePoint agree to resolve any claims related to these Terms including your use of the Services and the scope of this provision, regardless of whether such claims are based in contract, tort, statute, fraud, unfair competition, or some other legal theory, through individual final and binding arbitration, except as set forth under the ‘Exceptions to Agreement to Arbitrate’ section below, you opt out as described below, or if another mechanism is outlined in our Privacy Notice for privacy related disputes. In arbitration you are still entitled to a fair hearing, but your rights will be determined by a neutral arbitrator (and not a judge or jury). Arbitrator decisions are as enforceable as any court order, and are subject only to very limited review by a court. Each party is giving up the right to sue in court and to have a trial before a judge or jury.

Arbitration Procedures. Except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt out of arbitration as described below, all claims shall be settled by individual binding arbitration in accordance with the American Arbitration Association (“AAA”)’s Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes in effect at the time the proceedings begin and as modified by these Terms. Those rules and information about how to start arbitration are available at www.adr.org or by calling 1-800-778-7879. The arbitrator is bound by these Terms. The arbitration will be conducted through the submission of documents, by phone, or in person in Cook County, Illinois or at another mutually agreed location. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party. The arbitrator’s award will be final and specifically enforceable under applicable law, and judgment may be entered upon it in any court with jurisdiction. The arbitration costs, including arbitrator compensation, will be shared between you and us according to the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.

Individual Basis; Waiver of Right to Jury or Class Action. Any such controversy and/or claim shall be arbitrated on an individual basis and not in a class, consolidated, or representative action. By agreeing to these Terms, you are waiving the right to participate in a class action. Further, unless the parties mutually agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this waiver is found to be illegal or unenforceable, then the parties agree that any dispute will be resolved exclusively in a state or federal court located in Cook County, Illinois, and that the parties both submit to the personal jurisdiction of such courts. If a claim proceeds in court rather than through arbitration, the parties waive any right to a jury trial.

Exceptions to Agreement to Arbitrate. The agreement of the parties to arbitrate as described herein does not: (i) prevent either party from litigating any dispute in small claims court (either you and/or GradePoint may assert claims, if they qualify, in small claims court in Cook County, Illinois); (ii) apply to disputes arising out of or related to infringement or other misuse of our, our licensors’ or third-party provider’s intellectual property rights, and GradePoint may bring a lawsuit to stop unauthorized use and/or abuse of the Services, or related to infringement (for example, GradePoint’s trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein; or (iii) prevent either party from bringing a dispute to the attention of any federal, state, or local government agencies.

Opt-Out. You can opt-out and decline this agreement to arbitrate by contacting GradePoint within thirty (30) days from the date that you first became subject to this arbitration provision (i.e., the date you initially accepted these Terms). You must write us at [email protected] and include your actual name and any username, address and a clear statement that you do wish to resolve disputes with us through arbitration.

Judicial Forum for Disputes. In the event that the agreement to arbitrate is found not to apply to you and/or your claim, you and GradePoint agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Cook County, Illinois. Both you and GradePoint consent to the foregoing venue and jurisdiction.

19. GEOGRAPHIC RESTRICTIONS

GradePoint in located in the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative, at your own risk, and are responsible for compliance with local laws. Furthermore, please be aware that some products, services, product features or underlying investment options described on the Services may not be available in your jurisdiction and generally are not available outside the United States. The laws of each country, state, or territory may differ and not all products and services are available in all locations. References to products or services unavailable in your jurisdiction do not imply that these products will be made available to you. Your eligibility for certain products and services is subject to final determination of underwriting qualifications or other eligibility criteria and acceptance by the third-party insurer providing such product or service.

20. MOBILE DEVICES

To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply.

21. CALIFORNIA USERS

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about GradePoint must be sent to our agent for notice to [email protected]. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

22. Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior consent; any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer these Terms. These Terms shall inure to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.

23. MISCELLANEOUS

If any provision and/or term of these Terms shall become or be declared illegal, invalid, or unenforceable for any reason whatsoever, such term and/or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them. These Terms shall be governed in all respects by the laws of the State of Illinois, without reference to its choice of law rules. If an applicable law is in conflict with any part of these Terms, these Terms will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either you and/or GradePoint of any breach and/or default and/or failure to exercise any right allowed under these Terms is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under these Terms. These Terms, the Privacy Notice and all documents and policies referenced herein supersede all prior terms, agreements, discussions, and writings regarding the Services and constitutes the entire agreement between you and us regarding the Services.

24. CONTACT

If you would like to request additional information regarding these Terms or for any questions, please contact us at [email protected].