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Last revised: September 13, 2024

DO NOT ACCEPT THESE TERMS AND CONDITIONS BEFORE YOU READ THE ENTIRE AGREEMENT.

  1. DEFINITIONS
    • "You" and "your" mean the individual who establishes an Account, enrolls in the Rewards Program and accepts these Terms and Conditions.
    • "We," "us," and "our" mean Vestwell Holdings Inc., a Delaware corporation, its subsidiaries, successors, and assigns.
    • “Account” means your Gradifi Powered by Vestwell account and “Account Data” means all information and records that we require in order to open and support an Account.
    • “Account Beneficiary” refers to the individual for whose benefit an Account Owner establishes a 529 plan account.
    • “Account Owner” refers to the individual who establishes and directly owns a 529 plan account.
    • “CSU Benefits” refers to bookkeeping amounts posted to your Account, from time to time, at the direction of your employer pursuant to a CSU Plan in which you are a participant, and for which we will process payment to your Valid 529 Plan Account(s), as discussed more fully below.
    • “CSU Payroll Deductions” refers to bookkeeping amounts posted to your Account, from time to time, at the direction of your employer in connection with your use of the payroll deduction feature for College SaveUp, and for which we will process payment to your Valid 529 Plan Account(s), as discussed more fully below.
    • “CSU Plan” means a College SaveUp benefit or arrangement established and maintained by an employer to provide participants assistance with saving for educational expenses in the form of CSU Benefits.
    • “FinancialCore” is a program that provides access to financial wellness resources and tools and student loan refinancing offers through the Website.
    • “Gradifi Platform Terms of Use” refers to the agreement that you received, reviewed, and accepted as part of your Account registration process.
    • “Lender” is a bank, agency, or school that loans money to a borrower.
    • “Loan Servicer” is an organization, hired by the Lender to administer the student loan payment process to include, but not limited to disbursement of loan funds, monitoring enrollment status, collecting payments, and managing the repayment of your loans. A private debt collection agency is not considered a valid Loan Servicer. We have full discretion in determining whether a Loan Servicer is considered a Loan Servicer for purposes of these Terms and Conditions.
    • "Paydown Rewards" refers to the rewards and benefits posted to your Account under the Rewards Program that are earned or received by you based on activities made available to you as offered at our and our partner’s sole discretion.
    • “Primary Borrower” means the individual who applies for, receives, and is responsible for paying back the loan.
    • “Program Manager” refers to the entity that manages a 529 plan. Typically, a state sponsor engages a financial services firm to perform these services on behalf of its 529 plan, but, in some cases, these services are performed by the state sponsor itself.
    • “Processing Period" means the period during which we process payments of the amounts posted to your Account to the student Loan Servicer and/or Program Manager designated by you. Generally, the Processing Period occurs within the last two weeks of each month, but Processing Periods with respect to CSU Payroll Deductions will be tied to your employer’s payroll dates.
    • “Rewards Program" means the rewards service under which you can earn, or become eligible for, Paydown Rewards, as described in these Terms and Conditions. Participants in an SLP Plan or in FinancialCore are automatically enrolled in the Rewards Program as part of opening an Account.
    • “SLP Benefits” refers to bookkeeping amounts posted to your Account, from time to time, at the direction of your employer pursuant to a SLP Plan in which you are a participant, and for which we will process payment, as discussed more fully below.
    • “SLP Plan” means a Student Loan Paydown benefit or arrangement established and maintained by an employer to provide participants with student loan paydown assistance in the form of SLP Benefits.
    • "Terms and Conditions" refers to these Gradifi Solutions Member Terms & Conditions.
    • “Valid 529 Plan Account” refers to a direct-sold 529 college savings plan account authorized under Section 529 of the U.S. Internal Revenue Code, under the terms of which (i) you are designated as the Account Owner and (ii) an Account Beneficiary is designated who meets the criteria established under your employer’s CSU Plan (if applicable). Prepaid tuition plans and advisor-sold 529 college savings plans do not qualify as Valid 529 Plan Accounts. We have full discretion in determining whether an Account is a Valid 529 Plan Account.
    • “Valid Student Loan” refers to a loan, under the terms of which you are designated as the Primary Borrower. The loan must be originated, disbursed from and when in repayment the loan must be paid to a valid U.S. student loan servicing agency and that is exclusively used to fund higher education at an accredited U.S. institution. Valid student loans include U.S. federal loans (e.g. Stafford loans, PLUS loans, Perkins loans, etc.), private student loans, and refinanced student loans. Debt taken for education via a lending vehicle other than a student loan, such as a personal loan, credit card, or home equity loan, does not qualify as a valid student loan. We have full discretion in determining whether a loan is a valid student loan.
    • “Website" refers to www.gradifi.com which will allow you to securely sign into your Account located at www.gradifi.com/login.

  2. ACCOUNT ELIGIBILITY AND ENROLLMENT

    You are eligible to open an Account (and enroll in the Rewards Program) if you are a natural person, who is at least 18 years of age. By applying to open an Account (and enrolling in the Rewards Program), you hereby acknowledge, agree and certify that: (i) you are at least 18 years of age; (ii) you reside in the United States; (iii) you have read and understand the information contained in these Terms and Conditions; (iv) you agree to be bound by these Terms and Conditions; and (v) the information you provided in connection with your Account and enrollment in the Rewards Program is true and accurate to the best of your knowledge and belief.

    You are responsible for updating us with your electronic mail address and other contact information to ensure that we have current, working contact information for you for communications regarding your Account or the Rewards Program. In general, all such communication with us will be through electronic mail, but we may contact you via other means (e.g. phone) at our discretion if necessary.


  3. SLP PLAN PARTICIPANTS & SLP BENEFITS

    In order for us to process SLP Benefits properly posted to your Account for payment during a given Processing Period:

    1. Your employer must offer an SLP Plan;
    2. You must be a participant under the SLP Plan as of the last day of the month prior to the Processing Period;
    3. Your Account must be in good standing during the Processing Period;
    4. You must have a valid student loan registered in your Account as of the last day of the month prior to the Processing Period;
    5. Your employer must have provided proper and timely directions to us with respect to any amount of SLP Benefits to be posted to your Account;
    6. Your employer must have provided sufficient funds to cover the payment of such SLP Benefits.

    Vestwell is not a fiduciary. You understand and agree that we are not acting as a fiduciary (including within the meaning of the Employee Retirement Income Security Act or any other local, state, or federal law) with respect to a SLP Plan in which you are a participant or to you in connection with the services we provide or otherwise, and you will not rely on us as a fiduciary in regard to any of the services contemplated hereunder with respect to your Account or any transaction posted therein. You understand and agree that we are not a party to any such SLP Plans and acts only as an administrative service provider for the benefit of the employer who adopts and maintains such plan.

    Benefits under an SLP Plan are the obligations of your employer and not our responsibility. We are not responsible for late, incomplete or nonpayment of benefits under any SLP Plan. You understand that pursuant to the terms of the SLP Plan, your employer’s obligation to fund benefits under the SLP Plan will be made from its general assets, which will be subject to the claims of its general creditors and there will be not trust, insurance or funding products put in place to guarantee or to otherwise fund its obligations under the SLP Plan. Benefits under the SLP Plan are not intended to be covered by, or afforded the protections of, the Employee Retirement Income Security Act.

    Your eligibility for SLP Benefits. Except as otherwise provided herein, the amount, timing, frequency and availability of your SLP Benefits is determined with reference to your employer’s SLP Plan and at the sole and exclusive direction of your employer. Subject to the specific terms of the SLP Plan to which you are a participant, we note that employers generally retain full and exclusive discretion to terminate or amend the SLP Plan at any time and for any reason, including changes to eligibility and benefits. Our obligation with respect to your SLP Benefits and your employer’s SLP Plan is solely to provide administrative services for your employer with respect to the tracking and processing of SLP Benefits under the SLP Plan, pursuant to an agreement between us and your employer to which you are neither a party nor a third-party beneficiary. Any dispute or disagreement that you may have about your rights to earn, accrue or be awarded SLP Benefits is a matter exclusively between you and your employer and not with us. We do not decide benefit disputes or evaluate claims for SLP Benefits.

    SLP benefits posted to your Account. SLP Benefits posted to your Account represent bookkeeping notations intended to track benefits to be paid by your employer under the SLP Plan. SLP Benefits posted to your Account have no redeemable cash value to you and are not transferable. SLP Benefits are payable only with respect to your valid student loans, or to your employer in certain circumstances (as described in these Terms and Conditions or in your employer’s SLP Plan). You will not be entitled to receive interest on SLP Benefits posted to your Account.

    Your responsibility to monitor your Account. You acknowledge and accept that you are solely responsible for checking your Account activity regularly to verify that all SLP Benefits have been properly posted and payments have been applied to your student loan. If you believe that any transaction has not been properly posted to your Account, then you must inform us and provide proof acceptable to us within one year of the date on which you are claiming that the SLP Benefits should have been posted. The right to determine whether SLP Benefits should have been posted to your Account rests with your employer, and you acknowledge that any such determination by your employer will be final and binding and not involve us.

    Choice between SLP Benefits and CSU benefits. Your employer may offer you the option to choose to receive contributions under its SLP Plan or its CSU Plan. If this option is enabled, you may make your selection at any time via the Website. You may change your selection at any time; changes must be made as of the last day of the month preceding a Processing Period to be in effect for that Processing Period.

    Payment of SLP Benefits. For details regarding processing of payments with respect to your SLP Benefits, see “Payment Processing-SLP Benefits & Paydown Rewards” below.


  4. CSU PLAN PARTICIPANTS, CSU BENEFITS & PAYROLL DEDUCTION FEATURE

    In order for us to process CSU Benefits properly posted to your Account for payment during a given Processing Period:

    1. Your employer must offer a CSU Plan;
    2. You must be a participant under the CSU Plan as of the last day of the month prior to the Processing Period;
    3. Your Account must be in good standing during the Processing Period;
    4. You must have a Valid 529 Plan Account registered in your Account as of the last day of the month prior to the Processing Period;
    5. Your employer must have provided proper and timely directions to us with respect to any amount of CSU Benefits to be posted to your Account;
    6. Your employer must have provided sufficient funds to cover the payment of such CSU Benefits.

    Vestwell is not a fiduciary. You understand and agree that we are not acting as a fiduciary (including within the meaning of the Employee Retirement Income Security Act) with respect to a CSU Plan in which you are a participant or to you in connection with the services we provide or otherwise, and you will not rely on us as a fiduciary in regard to any of the services contemplated hereunder with respect to your Account or any transaction posted therein. You understand and agree that we are not a party to any such CSU Plans and acts only as an administrative service provider for the benefit of the employer who adopts and maintains such plan.

    Benefits under a CSU Plan are the obligations of your employer (or the plan’s sponsors) and not our responsibility. We are not responsible for late, incomplete or nonpayment of benefits under any CSU Plan. You understand that pursuant to the terms of the CSU Plan, your employer’s obligation to fund benefits under the CSU Plan will be made from its general assets, which will be subject to the claims of its general creditors and there will be not trust, insurance or funding products put in place to guarantee or to otherwise fund its obligations under the CSU Plan. Benefits under the CSU Plan are not intended to be covered by, or afforded the protections of, the Employee Retirement Income Security Act of 1974, as amended.

    Your eligibility for CSU Benefits. Except as otherwise provided herein, including under the heading “Payroll Deduction Feature” below, the amount, timing, frequency and availability of your CSU Benefits is determined with reference to your employer’s CSU Plan and at the sole and exclusive direction of your employer. Subject to the specific terms of the CSU Plan to which you are a participant, we note that employers generally retain full and exclusive discretion to terminate or amend the CSU Plan at any time and for any reason, including changes to eligibility and benefits. Our obligation with respect to your CSU Benefits and your employer’s CSU Plan is solely to provide administrative services for your employer with respect to the tracking and processing of CSU Benefits under the CSU Plan, pursuant to an agreement between us and your employer to which you are neither a party nor a third-party beneficiary. Any dispute or disagreement that you may have about your rights to earn, accrue or be awarded CSU Benefits is a matter exclusively between you and your employer and not with us. We do not decide benefit disputes or evaluate claims for CSU Benefits.

    Payroll Deduction Feature. Your employer may enable you to use our payroll deduction feature. With this feature, you can use your Account to designate an amount you would like your employer to redirect from your paycheck and deliver to us to be transferred to your Valid 529 Plan Account. You can change your designated amount at any time through your Account, but please note that changes must be made at least nine (9) calendar days before a payroll date to take effect in that payroll cycle. Your employer remains responsible for payroll processing and reporting and for funding amounts to us. If you choose to enroll in the payroll deduction feature, you understand and agree that payments your employer funds are being made for your benefit and at your direction. Amounts designated by you and received by us from your employer will be posted to your Account as CSU Payroll Deductions. We will process payment of these CSU Payroll Deductions as described under the heading “Payment Processing-CSU Benefits & CSU Payroll Deductions” below.

    CSU Benefits and CSU Payroll Deductions posted to your Account. CSU Benefits and CSU Payroll Deductions posted to your Account represent bookkeeping notations intended to track amounts to be paid by your employer under the CSU Plan and/or deducted by your employer under the payroll deduction feature described above. CSU Benefits and payroll deductions posted to your Account have no redeemable cash value to you and are not transferable. CSU Benefits and CSU Payroll Deductions are payable only with respect to your Valid 529 Plan Account, or to your employer in certain circumstances (as described in these Terms and Conditions or in your employer’s CSU Plan). You will not be entitled to receive interest on CSU Benefits or CSU Payroll Deductions posted to your Account.

    Your responsibility to monitor your Account. You acknowledge and accept that you are solely responsible for checking your Account activity regularly to verify that all CSU Benefits and CSU Payroll Deductions have been properly posted and payments have been transferred to your 529 plan account. If you believe that any transaction has not been properly posted to your Account, then you must inform us and provide proof acceptable to us within one year of the date on which you are claiming that the CSU Benefits or CSU Payroll Deductions should have been posted. The right to determine whether CSU Benefits or CSU Payroll Deductions should have been posted to your Account rests with your employer, and you acknowledge that any such determination by your employer will be final and binding and not involve us.

    Choice between SLP Benefits and CSU Benefits. Your employer may offer you the option to choose to receive contributions under its SLP Plan or its CSU Plan. If this option is enabled, you may make your selection at any time via the Website. You may change your selection at any time; changes must be made as of the last day of the month preceding a Processing Period to be in effect for that Processing Period.

    Payment of CSU Benefits. For details regarding processing of payments with respect to your CSU benefits, see “Payment Processing-CSU Benefits & CSU Payroll Deductions” below.


  5. STUDENT LOAN REFINANCING

    We have developed relationships with lenders and lending platforms to provide Account holders access to student loan refinancing offers and education finance-related content and tools through the refinancing section of FinancialCore on the Website. FinancialCore is open to any Account holder, except that some employers may choose to block access to the student loan refinancing for their employees who participate in the employers’ SLP Plan or CSU Plans.

    If you participate in student loan refinancing, you understand and agree that:

    1. We are not a lender and are not acting as an underwriter or loan broker;
    2. We are not making a commitment to you as to the number or terms and conditions of offers available through the refinancing feature of FinancialCore;
    3. Lenders may establish criteria that determine whether you view a particular offer through student loan refinancing as part of FinancialCore, such as your self-reported credit score, the amount of debt you are seeking to refinance, or your state of residence;
    4. Refinance offer terms and conditions, eligibility requirements and credit underwriting are the responsibility of the lenders or lending platforms making refinancing offers;
    5. We cannot guarantee that you will be eligible for offers available through FinancialCore; and
    6. We may receive compensation from lenders or lending platforms whose offers are available through FinancialCore.

    You understand and agree that we are not providing legal, tax or financial advice to you, and you must independently assess whether refinancing is appropriate for you.


  6. REWARDS PROGRAM AND PAYDOWN REWARDS

    General. All registered Accounts in good standing are eligible to earn Paydown Rewards, subject to satisfying these Terms and Conditions and other conditions to receive the particular Paydown Reward program, as established by us or a lender from time to time. The additional terms and conditions of each paydown Reward Program currently offered, or offered in the future, including how Paydown Rewards will be earned and posted to your Account, are incorporated in these Terms and Conditions by reference. We will notify you of offers to earn Paydown Rewards, and applicable terms and conditions, in a variety of ways, including via the Website and email. Additional terms and conditions for our current Paydown Rewards programs are available here.

    The Rewards Program and its benefits are offered at our sole discretion. We reserve the right to cancel, terminate, change or temporarily suspend the Rewards Program at any time without notice. We may modify the Rewards Program and these Terms and Conditions in any manner we choose, including without limitation, reducing or eliminating earned Paydown Rewards; modifying the formula used to calculate how Paydown Rewards are earned; or instituting new fees.

    We reserve the right to rescind Paydown Rewards and to bar further accrual of Paydown Rewards, and to terminate your enrollment in the Rewards Program, if we determine that you are abusing or have abused the Rewards Program, including, without limitation, by (violating any of the Terms and Conditions required to earn Paydown Rewards as indicated in these Terms and Conditions or the terms of our partners or engaging in suspicious activity as determined by us in our sole judgment that is not consistent with the intent of the program. We will notify you if we determine that you have engaged in any such activities, and in such event you agree to forfeit any and all Paydown Rewards in your Account as we may determine in our sole discretion.

    No Cash Value; No Interest. Paydown Rewards have no cash value and are not transferable except as otherwise expressly provided in these terms and conditions, and you will not be entitled to receive interest on Paydown Rewards.

    Posting of Paydown Rewards Activity to Your Account. Paydown Rewards are combined monthly with your SLP Benefits, if applicable, and posted to your Account to be included in the payments we make to the Loan Servicer for your designated valid student loan.

    All Paydown Rewards and Account adjustments (including the implementation of Account fees and expenses, if any) and payments made or processed by us with respect to valid student loans will be posted to your Account (each a “transaction’). A summary of your Account transaction activity in any active Paydown Rewards Program will be available when you login to your Account through the Website.

    We will not be liable for any losses or damages resulting from any failure to post any transaction to your Account in a timely manner. You acknowledge and accept that you are solely responsible for checking your Account activity regularly to verify that all transactions have been properly posted. If you believe that any transaction has not been properly posted to your Account, then you must inform us and provide proof acceptable to us within one year of the date on which you are claiming that the transaction should have been posted. We reserve the right to determine whether Paydown Rewards should have been posted to your Account and you acknowledge that any such determination by us will be final and binding.

    Adjustments to your Account with respect to Paydown Rewards. Pursuant to these Terms and Conditions, in the event of any abusive or fraudulent activity related to the Rewards Program, we reserve the right to make any adjustments to your Account and the Paydown Rewards in your Account to correct any posted amounts that are a result of such abusive of fraudulent activity to the extent permitted under any applicable laws, rules or regulations. If you cancel, chargeback or reverse a commercial transaction that generated Paydown Rewards, we will deduct from your Account the amount of Paydown Rewards corresponding to the cancellation, chargeback, or reversal using the current accrual rate for that type of transaction as specified in the terms and conditions for the particular Paydown Reward. If this deduction results in a negative balance in your Account with respect to Paydown Rewards, we may apply future earned Paydown Rewards or SLP Benefits against such obligation.

    Redemption of Paydown Rewards. If you have designated a valid student loan as of the commencement of a Processing Period and have a balance of greater than $10 in your Account, your Paydown Rewards balance will be redeemed in that Processing Period. For details regarding how we process payments with respect to redeemed Paydown Rewards, see “Payment Processing-SLP Benefits & Paydown Rewards” below.

    If you have not designated a valid student loan and/or your Account has a balance of less than $10 as of the commencement of the Processing Period, no payment will be made for that Processing Period and that balance will carry over into the subsequent month.

    If you have a Paydown Rewards balance of greater than $10 in your Account and do not have a valid student loan designation in effect for a period of 30 months from the transaction date of your first Paydown Reward activity, you may either retain your Paydown Rewards balance in your Account, or you may request that we pay the balance of your Paydown Rewards to you within 90 days of your request.

    Dormant Account. We will close your Account and terminate your participation in the Rewards Program if:

    1. You go a period of 30 months without earning any Paydown Rewards or receiving any SLP Benefits or CSU Benefits; and
    2. You do not have a valid student loan registered in your Account to have enabled the automatic monthly redemption payment to that designated student loan via the monthly payment process.

    Upon closure, if you have a Paydown Rewards balance of more than $10 in your Account, we will issue a payment directly to you for that balance within 90 days. If your Paydown Rewards balance is less than $10 upon closure, you will forfeit any value in your Account. We will send alerts to your email address on file in the time leading up to your Account being closed.

    Abandonment of Paydown Rewards. Each state has its own escheatment law which requires companies to turn over to the state property of its residents that the state deems to be unclaimed or abandoned. In the event that your Account has not had any activity for the period of time as defined by your state of residence (generally three to five years) according to our records and your Account has remained open, we may be required by law to escheat your earned Paydown Rewards to the state of your last known address. Similarly, if you have a check issued by us to you that has not been cashed after a certain period of time (also generally three to five years), we may be required by law to remit the amount of the uncashed check to the state of your last known address. If we escheat funds in your Account to your state of residence as required by law, you will need to contact the state directly to obtain the funds.

    Business Relationships. We have business relationships with various third parties, such as lenders, credit or debit card issuers, and merchants, to make available avenues to earn Paydown Rewards. For simplicity, words like venture, joint venture, partnership, co-venture and partner may be used in these Terms and Conditions or on the Website to address business relationships indicating common activities connected to Paydown Rewards, and these words do not describe or constitute a precise legal relationship. A Paydown Rewards offer may require you to enter into a separate agreement with a third party offering a service or product. You understand that your relationship with this third party is separate and distinct from your relationship with us, and all existing Terms and Conditions herein will remain in force. We may be compensated by merchants, retailers, and other service providers in connection with your Paydown Rewards transactions.


  7. PAYMENT PROCESSING

    SLP Benefits & Paydown Rewards

    1. Designated student loan and servicer. For us to process payments with respect to your SLP Benefits and/or Paydown Rewards, you must provide us with information about one or more valid student loans to which you would like those amounts to be remitted, including the loan account number and the name of the Loan Servicer. By designating a valid student loan, you authorize us to reduce amounts posted to your Account for payments made to the Loan Servicer of the valid student loan to be applied as a payment on such loan. You represent and warrant that the information you provide about any loan is true, accurate and complete, that you are the primary borrower on the loan, and you expressly authorize us to instruct the Loan Servicer to apply payments made hereunder in accordance with the terms of your loan and any servicing guidelines (the "Student Loan Servicer Rules") followed by your Loan Servicer. Payments processed by us hereunder will be applied to the principal balance, interest payments, and outstanding fees in accordance with and as determined by the Student Loan Servicer Rules and your individual account status as specified by the student Loan Servicer at time of each payment made by us. To receive the fully intended benefit of repaying your student loans faster from use of our program you must maintain scheduled regular monthly payments. You are responsible for resolving any misapplication of payments processed by us that are directly or indirectly caused by your failure to provide us with the correct information regarding a loan or the Loan Servicer, or your failure to inform us of any changes to the loan or Loan Servicer information previously provided. We reserve the right to change and update your loan information, including but not limited to loan account number and Loan Servicer name and address.
    2. Payments to Loan Servicer. During each Processing Period we will submit a payment with respect to your valid student loans, equal to the amount of Paydown Rewards and SLP Benefits posted to your Account as of the commencement of the Processing Period. Your Account balance will be reduced by an amount equal to the payment we process on your behalf.
    3. Student Loan Servicer Rules. You understand that your enrollment in the Rewards Program or participation in an SLP Plan does not waive or relieve you of any responsibilities, duties, obligations or other covenants that you owe to or any representations or warranties that apply under the Student Loan Servicer Rules. In the event of any conflict between these Terms and Conditions and the Student Loan Servicer Rules, the Student Loan Servicer Rules shall control.
    4. Timing of application of payment. Loan Servicers generally apply payments within 3-5 business days following receipt of payment from us but may take up to two weeks. We are not responsible for the application of payments by your Loan Servicer, and you should periodically review your student loan account statements to verify that payments have been properly applied.

    CSU Benefits & CSU Payroll Deductions

    1. Designated 529 plan account and Program Manager. For us to process payments with respect to your CSU Benefits and/or CSU Payroll Deductions, you must provide us with information about one or more Valid 529 Plan Accounts to which you would like these amounts to be remitted, including the account number and the name of the plan Program Manager. By designating one or more Valid 529 Plan Accounts, you authorize us to reduce amounts posted to your Account for payments made to the Valid 529 Plan Accounts. If you have designated more than one Valid 529 Plan Account, we will allocate your CSU Benefits among these accounts in accordance with the priority you have indicated and our allocation algorithm, which is designed to meet Program Manager contribution minimums per account. You represent and warrant that the information you provide about any 529 plan account is true, accurate and complete, that you are the account owner, that the Account Beneficiary meets the criteria established by your employer in its CSU Plan (if applicable), and you expressly authorize us to issue payments to designated Program Manager(s). We are not responsible for making any investment direction or determination, and payments processed by us hereunder will be deposited in your 529 plan account by the plan’s Program Manager (or other applicable service provider) in accordance with and as determined by the terms and conditions of your account. You are responsible for resolving any misapplication of payments processed by us that are directly or indirectly caused by your failure to provide us with the correct information regarding a 529 plan account or Program Manager, or your failure to inform us of any changes to the 529 plan account or Program Manager information previously provided. We reserve the right to change and update your 529 plan account information, including but not limited to account number and Program Manager name and address.
    2. Payments. During each Processing Period we will submit a payment with respect to your Valid 529 Plan Account(s), equal to the amount of CSU Benefits and CSU Payroll Deductions posted to your Account as of the commencement of the Processing Period. Your Account balance will be reduced by an amount equal to the payment we process on your behalf.
    3. Timing of application of payment. Generally, Program Managers apply funds received from us by ACH within one business day; payments received by check may take up to 5 business days. We are not responsible for the application of payments by Program Managers, and you should periodically review your 529 plan account activity to verify that payments have been properly applied.

  8. CLOSURE OF ACCOUNT

    1. Termination by you. You may close your Account at any time. Termination will be effective as of the date we receive notice of your intent to terminate. Closing your Account will terminate your participation in the Rewards Program and may result in your removal from an SLP Plan or CSU Plan as a participant and violate eligibility requirements for SLP Benefits or CSU Benefits.
    2. Termination by us. We may close your Account at any time and for any reason. Termination will be effective as of the date we specify in our notice of our intent to terminate and may be effective immediately. Closure will terminate your participation in the Rewards Program. Subject to the terms of the SLP Plan or CSU Plan as established by your employer, closure of your Account may result in your removal from an SLP Plan or CSU Plan as a participant and violate eligibility requirements for SLP Benefits or CSU Benefits under such plan.
    3. Actions that occur upon termination. Upon termination (either by you or us) of your participation in the Rewards Program and closure of your Account the following will occur:
      1. We will make no further payments with respect to your Account and any Account balance will be forfeited, except (i) as described above under the heading “ Rewards Program and Paydown Rewards-Dormant Account” or (ii) as directed by an employer with respect to SLP Benefits or CSU Benefits posted under its SLP Plan or CSU Plan, as applicable.
      2. You will no longer be able to login to your Account.
      3. You will no longer earn Paydown Rewards or receive SLP Benefits or CSU Benefits.
      4. Closure of your Account may result in your removal from an SLP Plan and/or CSU Plan as a participant and violate eligibility requirements for SLP Benefits or CSU benefits under such plan(s).

  9. NO ADVICE; TAX CONSEQUENCES

    We do not provide tax or financial advice, and nothing contained on the Website is intended to constitute tax or financial advice. No content or comments made by us, our employees, agents or any other user should be understood or used as the basis for any investment or financial decision, nor should they be construed as advice, endorsements or recommendations. In addition, the information and materials on the Website are not intended as an offer or solicitation for the purchase of stock, any other security or any financial instrument of us, our affiliates, or any other issuer or company.

    You agree that we will not have any liability for any information contained on or omitted from the Website with respect to taxes and that we have no obligation to inform you of changes in the tax laws. The tax consequences of your participation in the Rewards Program, SLP Plan or CSU Plan will depend on your particular tax circumstances. You are responsible for obtaining your own tax advice with respect to participation in the Rewards Program, SLP Plan or CSU Plan. If you are a participant in an SLP Plan or CSU Plan, your employer may elect to withhold income taxes and apply employment taxes (such as FICA taxes) with respect to SLP Benefits or CSU Benefits as part of your employer’s normal payroll process and procedures. Nevertheless, you are still responsible for any tax consequences. Please check with your employer as to its policies on taxing SLP Benefits and CSU Benefits.


  10. Disclaimer

    WE MAKE NO REPRESENTATIONS AS TO THE ACCURACY, QUALITY, TIMELINESS, AVAILABILITY, OR COMPLETENESS OF THE REWARDS PROGRAM, SLP BENEFITS, CSU BENEFITS, FINANCIALCORE, YOUR ACCOUNT INFORMATION, CONTENT, SOFTWARE, PRODUCTS, OR OTHER MATERIALS AVAILABLE THROUGH THE REWARDS PROGRAM, ANY SLP PLAN OR CSU PLAN, FINANCIALCORE OR YOUR ACCOUNT. EXCEPT AS REQUIRED UNDER APPLICABLE LAW, WE PROVIDE THE REWARDS PROGRAM, YOUR ACCOUNT AND OUR SERVICES ON AN "AS IS, AS AVAILABLE" BASIS AND WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY CAUSED BY YOUR USE OF THE REWARDS PROGRAM, FINANCIALCORE OR YOUR PARTICIPATION IN ANY SLP PLAN OR CSU PLAN OR ANY OTHER USE OF YOUR ACCOUNT. YOU USE THE REWARDS PROGRAM, FINANCIALCORE, ACCOUNT AND OUR SERVICES (AND PARTICIPATE IN ANY SLP PLAN OR CSU PLAN) AT YOUR OWN RISK. EXCEPT AS REQUIRED UNDER APPLICABLE LAW, WE ARE NOT LIABLE FOR ANY FORM OF LOSS OR DAMAGE (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, AND SPECIAL DAMAGES, EVEN IF KNOWN TO US) THAT MAY RESULT FROM YOUR USE OF THE REWARDS PROGRAM, FINANCIALCORE, ACCOUNT OR OUR SERVICES (OR PARTICIPATION IN ANY SLP PLAN OR CSU PLAN). WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ANY WARRANTY NOT SET FORTH IN THESE TERMS AND CONDITIONS WILL NOT BE VALID. IF ANY OF THE ABOVE PROVISIONS ARE VOID UNDER GOVERNING LAW, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.


  11. EFFECTIVE DATE AND TERM

    The effective date of these Terms and Conditions is the date on which you accept these Terms and Conditions. These Terms and Conditions, as amended from time to time, will remain in effect until terminated by you or us.


  12. CHOICE OF LAW

    These Terms and Conditions will be interpreted, governed and enforced under the laws of the State of New York, without giving effect to its choice or conflicts of law provisions.


  13. COLLECTION AND USE OF INFORMATION

    Because we take your privacy seriously, we comply with industry best practices and maintain your personal information in accordance with applicable federal and state standards for protection of personal information. For more details about our information collecting and sharing practices, please read our Privacy Policy at www.vestwell.com. You acknowledge that in order to administer the Rewards Program and your Account, we will collect information about you, and your PayDown Rewards related transactions and/or SLP Plan, CSU Plan or FinancialCore participation from our partners. You authorize our partners (including employers offering an SLP Plan or CSU Plan or access to FinancialCore, as applicable) to disclose to us any and all information with respect to your Account, SLP Plan, CSU Plan or FinancialCore participation, and your SLP Plan or CSU Plan related transactions needed for us to administer the Rewards Program and your Account. We offer you the option to link your student Loan Servicer account with your Account provided by us by using the services of a data aggregator. By utilizing the data aggregator to link your Account, you acknowledge and agree that we make no representation or warranty, express or implied, as to the data aggregator’s software or services and we shall not be liable for any actions or inactions on behalf of the data aggregator.


  14. MISCELLANEOUS

    We may modify these Terms and Conditions at any time. We will provide notice of an amendment to these Terms and Conditions by means of a letter, electronic mail message, a notice of the amendment posted on the Website, updating the Terms and conditions on the Website itself, or other lawful means. Any amendment will be effective as of the date established by us in the amendment, subject to applicable law.

    The Rewards Program is void where prohibited by federal, state or local law.

    These Terms and Conditions and any additional terms and conditions for specific Paydown Rewards constitute the entire agreement between you and us relating to the Rewards Program and your Account, and supersede all prior contracts or agreements relating to the Rewards Program and your Account.

    This agreement may not be assigned by you without our consent, in whole or in part, as required by law.

    The headings in this agreement are inserted for convenience and identification only, and are not intended to describe, interpret, define or limit the scope or intent of this agreement or any clause hereof.

    You agree to comply with the Gradifi Platform Terms of Use for the Website, as published from time to time by us. Your violation of this provision may result in your loss of access to your Account through the Website and termination of your participation in the Rewards Program and as a participant in any benefit plans administered by us.

    In no event shall any reference to any third party or third-party product or service be construed as an approval, guarantee or endorsement by us of that third party or of any product or service provided by a third party.

The material provided by Vestwell Holdings Inc. or any of its subsidiaries (“Vestwell”) or by a third party not affiliated with Vestwell Holdings Inc. is for educational purposes only and is not an individualized recommendation nor a recommendation, endorsement, or solicitation of any investment or strategy. The information contained in the third-party material has not been endorsed, reviewed, or approved by Vestwell and Vestwell is not responsible for the content. This information neither is, nor should be construed as, an offer or a solicitation of an offer, or a recommendation, to buy, sell, or hold any security, financial product, or instrument, or to open a particular account or to engage in any specific investment strategy.


Vestwell offers the Gradifi suite of financial wellness solutions, enabling employers to provide their employees student loan and college savings benefits. The student loan refinancing offering is not currently available in states where a loan broker or similar license is or may be required.

The laws, regulations, and rulings addressed by the products, services, and publications offered by Vestwell are subject to various interpretations and frequent change. Vestwell does not warrant these products, services, and publications against different interpretations or subsequent changes of laws, regulations, and rulings. Vestwell does not provide legal, accounting, or tax advice.


Vestwell does not provide legal, tax, financial, or investment advice to any individual. Always consult your own legal, accounting, and tax advisors. Vestwell Holdings Inc., LendKey, Earnest, and MEFA are separate and unaffiliated companies.


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