Participating Lender Terms and Conditions

These Participating Lender Terms and Conditions (these "Terms" and together with the Order, this "Agreement"), effective as of the date on which you click a button or check a box (or something similar) acknowledging your acceptance of this Agreement or you execute with Desata an Order that incorporates this Agreement by reference (the "Effective Date"), is by and between Desata Analytics, Inc., a Delaware Corporation, with a registered office located at 212 10th St NE Washington DC 20002 ("Desata") and the entity on whose behalf the individual accepting this Agreement accepts this Agreement ("Participating Lender"). The individual accepting this Agreement hereby represents and warrants that it is duly authorized by the entity on whose behalf it accepts this Agreement to so accept this Agreement. Desata and Participating Lender may be referred to herein collectively as the "Parties" or individually as a "Party." The Parties agree as follows:

1. Definitions

1.1 "Authorized User" means Participating Lender's employees, consultants, contractors, volunteers, fundraisers and agents: (i) who are authorized by Participating Lender to access and use the Service under this Agreement; and (ii) for whom access to the Service has been purchased hereunder.

1.2 "Client-Side Software" means any Desata software in source or object code form that Desata makes available to Participating Lender for use in connection with the Service.

1.3 "Participating Lender Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Participating Lender or an Authorized User through the Service; provided that, for purposes of clarity, Participating Lender Data as defined herein does not include Usage Data.

1.4 "Desata IP" means the Service, the Client-Side Software, the Documentation, and any and all intellectual property provided to Participating Lender or any Authorized User in connection with the foregoing. For the avoidance of doubt, Desata IP includes Usage Data and any information, data, or other content derived from Desata's provision of the Service but does not include Participating Lender Data.

1.5 "Documentation" means Desata's end user documentation relating to the Service available to Participating Lender and its Authorized Users by Desata.

1.6 "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.

1.7 "Order" means: (i) a purchase order, order form, or other ordering document entered into by the Parties that incorporates these Terms by reference; or (ii) if Participating Lender registered for the Service through Desata's online ordering process, the results of such online ordering process.

1.8 "Personal Data" means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered "personal data", "personally identifiable information", or something similar under applicable laws, rules, or regulations relating to data privacy.

1.9 "Sensitive Data" means: (i) payment cardholder information or financial account information, including bank account numbers or other personally identifiable financial information; (ii) social security numbers, driver's license numbers, or other government identification numbers; (iii) other information subject to regulation or protection under specific laws such as the Children's Online Privacy Protection Act ("COPPA") or the Gramm-Leach-Bliley Act ("GLBA"), in each case as amended, or related rules or regulations; or (iv) any data similar to the above protected under applicable laws, rules, or regulations.

1.10 "Service" means Desata's proprietary hosted software platform and related services, including, but not limited to Desata's "Clarified" product, as made available to Participating Lender and Authorized Users from time to time.

1.11 "Subscription Period" has the meaning given in Section 11.1.

1.12 "Third-Party Products" means any third-party products provided with, integrated with, or incorporated into the Service.

1.13 "Usage Data" means usage data collected and processed by Desata in connection with Participating Lender's use of the Service, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Service, and to investigate and prevent system abuse.

1.14 "Usage Limitations" means the usage limitations set forth in these Terms and the Order, including without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and support tiers agreed-upon by the Parties.

2. Access and Use

2.1 Provision of Access. Subject to and conditioned on Participating Lender's compliance with the terms and conditions of this Agreement, including without limitation the Usage Limitations, Participating Lender may, solely through its Authorized Users, access and use the Service during the Subscription Period on a non-exclusive, non-transferable (except in compliance with Section 12.10), and non-sublicensable basis. Such use is limited to Participating Lender's internal business purposes and the features and functionalities specified in the Order. The foregoing includes a limited license for Participating Lender to install and use the Client-Side Software solely in support of Participating Lender's authorized use of the Service. Each Authorized User must have its own unique account on the Service and Authorized Users may not share their account credentials with one another or any third party. Participating Lender will be responsible for all of the acts and omissions of its Authorized Users in connection with this Agreement and for all use of Authorized Users' accounts.

2.2 Documentation License. Subject to and conditioned on Participating Lender's compliance with the terms and conditions of this Agreement, Desata hereby grants to Participating Lender a non-exclusive, non-transferable (except in compliance with Section 12.10), and non-sublicensable license to use the Documentation during the Subscription Period solely for Participating Lender's internal business purposes in connection with its use of the Service.

2.3 Reporting. As part of the Service, Desata may provide Participating Lender with an annual aggregate, non-identifying report related to Participating Lender's use of the Service ("Annual Report"). The Parties acknowledge and agree that (a) the Annual Report shares no personal information related to any borrower, (b) outcome reporting in the Annual Report is aggregated and de-identified and (c) the Annual Report remains owned by Desata at all times.

2.4 Outcome Reporting. On a semiannual schedule, Participating Lender will use commercially reasonable efforts to provide Desata aggregate, de-identified outcome information for borrowers who reach Participating Lender from the Service (for example, counts or rates of applications, approvals, and funded loans over the period), sufficient for Desata to measure and improve the Service. No borrower personal information is requested or exchanged under this Section. Desata will use such information solely to operate the Service, measure its performance, and improve the Service; will not disclose it except in aggregated, de-identified form that identifies neither any borrower nor any individual lender (including platform-level statistics shared with actual or potential investors, and aggregate benchmarks in Annual Reports); and will not sell it. Outcome information provided under this Section constitutes Participating Lender Data for purposes of confidentiality, however delivered.

2.5 Ranking Services. The Parties acknowledge and agree that Participating Lender's ranking and placement within the Service are determined solely by Desata's ranking methodology and are applied identically to every Participating Lender or participating lender of Desata, and that such rankings and placement are not for sale. The Platform Fees (as defined below) entitle Participating Lender only to inclusion in Desata's ranked comparison and do not guarantee, and may not be used to obtain, any particular ranking or placement. Nothing in this Agreement obligates Desata with respect to the inclusion, ranking, or placement of any person or entity that is not a Participating Lender of Desata. The Platform Fees are set solely by reference to Participating Lender's tier (based on the size of Participating Lender's private education loan portfolio) and any Discount, in each case as stated in the Order, and are independent of Participating Lender's use of, or results from, the Service. Desata guarantees no level of borrower traffic, inquiries, applications, or funded loans, and the Platform Fees are owed regardless of results.

2.6 Use Restrictions. Participating Lender shall not use the Service for any purposes beyond the scope of the access granted in this Agreement. Participating Lender shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of any Desata IP, whether in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; (iv) remove any proprietary notices from any Desata IP; (v) use any Desata IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use any Desata IP for purposes of competitive analysis of Desata or the Service, the development, provision, or use of a competing software service or product, or any other purpose that is to Desata's detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Service or access or use the Service other than by an Authorized User through the use of valid access credentials; (viii) input, upload, transmit, or otherwise provide to or through the Service any information or materials, including Participating Lender Data, that are unlawful or injurious or that infringe or otherwise violate any third party's intellectual property or other rights, or that contain, transmit, or activate any Harmful Code; (ix) use any Desata IP for any activity where use or failure of the Desata IP could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control; or (x) use Output (as defined below) to develop any artificial intelligence ("AI") models that compete with Desata's products or services.

2.7 Data Rights and Outputs.

(a) Participating Lender Data. Participating Lender hereby grants to Desata a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Participating Lender Data (i) to perform all acts with respect to the Participating Lender Data as are necessary for Desata to provide the Service and (ii) to improve the Service using only that Participating Lender Data which has been aggregated and deidentified.

(b) Security Measures. Desata shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Participating Lender Data. Participating Lender acknowledges and agrees that the Service may be subject to limitations on the length of time that Participating Lender Data will be stored, and the amount of Participating Lender Data that may be stored, and that Participating Lender Data which exceeds either of such limitations may be automatically deleted by the Service. Desata may delete all Participating Lender Data upon termination or expiration of this Agreement. In addition, and notwithstanding anything to the contrary, Participating Lender acknowledges and agrees that Desata may internally use and modify (but not disclose) Participating Lender Data to provide the Service to Participating Lender. Participating Lender represents and warrants that it has all rights, consents, and authorizations necessary to grant such rights to Desata. Without limiting the foregoing, Desata shall maintain commercially reasonable administrative, technical, and physical safeguards consistent with industry standards; shall notify Participating Lender without undue delay after confirming any security incident resulting in unauthorized access to or disclosure of Participating Lender Data; and shall, on Participating Lender's request no more than once annually, provide a summary of its information-security practices.

(c) Processing of Personal Data; No Sensitive Data. Desata's rights and obligations with respect to Personal Data that it collects directly from individuals are set forth in Desata's Privacy Policy https://desata.io/privacy/. The Service is not designed for, and Participating Lender shall not submit, post, or otherwise transmit to or through the Service, Personal Data of any borrower or consumer. Notwithstanding the foregoing, Participating Lender acknowledges and agrees that: (i) the Service is not designed to store Sensitive Data; and (ii) Participating Lender will not use the Service to store Sensitive Data and will not submit, post, or otherwise transmit through the Service any Participating Lender Data that includes or constitutes Sensitive Data.

(d) AI Technologies. The Service may include features and functionalities supported by AI technologies. Participating Lender may provide Participating Lender Data via the Service and receive outputs from the Service based on that Participating Lender Data ("Output"). As between Desata and Participating Lender, and to the extent permitted by applicable law, Participating Lender: (i) retains all ownership rights in its Participating Lender Data; and (ii) owns all Output. For clarity, "Output" does not include rankings, scores, placements, or other results of Desata's ranking methodology, all of which constitute Desata IP. Except to the extent otherwise expressly set forth in this Agreement, Service will only use Participating Lender Data as necessary to provide Participating Lender with the Service, comply with applicable law, and enforce Desata's policies. Participating Lender acknowledges that Output may contain errors or misleading information, can perpetuate biases present in the data used to train them, which can result in Output that is discriminatory or offensive, and can struggle with complex tasks that require reasoning, judgment, and decision-making. Participating Lender further acknowledges that Output may not be unique and other users may receive similar content from the Service, and such similar content is not considered "Output" owned by Participating Lender hereunder. Participating Lender is solely responsible for its use of all Output and evaluating the Output for accuracy and appropriateness for its use cases, including by utilizing human review where appropriate. ALL OUTPUT IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND.

2.8 Reservation of Rights. Desata reserves all rights not expressly granted to Participating Lender in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Participating Lender or any third party any intellectual property rights or other right, title, or interest in or to the Desata IP.

2.9 Suspension. Notwithstanding anything to the contrary in this Agreement, Desata may temporarily suspend Participating Lender's and any Authorized User's access to any portion or all of the Service if: (i) Desata reasonably determines that (a) there is a threat or attack on any of the Desata IP; (b) Participating Lender's or any Authorized User's use of the Desata IP disrupts or poses a security risk to the Desata IP or to any other Participating Lender or vendor of Desata; (c) Participating Lender, or any Authorized User, is using the Desata IP for fraudulent or illegal activities; (d) subject to applicable law, Participating Lender has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (e) Desata's provision of the Service to Participating Lender or any Authorized User is prohibited by applicable law; or (f) any Participating Lender Data submitted, posted, or otherwise transmitted by or on behalf of Participating Lender or an Authorized User through the Service may infringe or otherwise violate any third party's intellectual property or other rights; (ii) any vendor of Desata has suspended or terminated Desata's access to or use of any Third-Party Products required to enable Participating Lender to access the Service; or (iii) in accordance with Section 5.1 (any such suspension described in subclauses (i), (ii), or (iii), a "Service Suspension"). Desata shall use commercially reasonable efforts to provide written notice of any Service Suspension to Participating Lender and to provide updates regarding resumption of access to the Service following any Service Suspension. Desata shall use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Desata will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Participating Lender or any Authorized User may incur as a result of a Service Suspension.

2.10 Usage Data. Notwithstanding anything to the contrary in this Agreement, Desata may process Usage Data to monitor, maintain, and optimize the Service and for any other lawful purpose. As between Desata and Participating Lender, all right, title, and interest in and to such Usage Data is owned solely and exclusively by Desata.

2.11 Open Source Components. Certain aspects of the Service, such as the Client-Side Software, may contain or be distributed with open source software code or libraries ("Open Source Components"). To the extent required by the license applicable to such Open Source Components: (i) Desata will use reasonable efforts to deliver to Participating Lender any notices or other materials (such as source code); and (ii) the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with respect to any particular Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of such licenses require Desata to make an offer to provide source code or related information in connection with the Open Source Component, such offer is hereby made. For purposes of clarity, Open Source Components are Third-Party Products.

3. Participating Lender Responsibilities

3.1 General. Participating Lender is responsible and liable for all uses of the Service and Documentation resulting from access provided by Participating Lender or its Authorized Users, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Participating Lender is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Participating Lender will be deemed a breach of this Agreement by Participating Lender. Participating Lender shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Service and shall cause Authorized Users to comply with such provisions.

3.2 Participating Lender Data and Access Obligations. Participating Lender shall, within 10 business days after the Effective Date, provide Desata with (a) product terms for each private education loan product to be included in the Service (rates, fees, eligibility criteria, and borrower-protection and servicing features); (b) API or other programmatic access sufficient for the Service to determine estimated rates, monthly and total payments, and likely eligibility for a given borrower profile; or (c) a combination of the foregoing, in each case in sufficient detail for Desata's ranking methodology to rank and differentiate Participating Lender's products. Participating Lender shall keep such data and access current, reflecting any change to the underlying products within 10 business days, and represents and warrants that the information provided or returned is accurate and current. If such data or access is materially incomplete, inaccurate, or stale, Desata may suspend inclusion of the affected products in the Service, without reduction of Platform Fees, until corrected; persistent failure to comply with this Section is a material breach of this Agreement.

3.3 Third-Party Products. Desata may from time to time make Third-Party Products available to Participating Lender or Desata may allow for certain Third-Party Products to be integrated with the Service to allow for the transmission of Participating Lender Data from such Third-Party Products into the Service. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. Desata is not responsible for the operation of any Third-Party Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective providers. If Participating Lender does not agree to abide by the applicable terms for any such Third-Party Products, then Participating Lender should not install or use such Third-Party Products. By authorizing Desata to transmit Participating Lender Data from Third-Party Products into the Service, Participating Lender represents and warrants to Desata that it has all right, power, and authority to provide such authorization.

3.4 Participating Lender Control and Responsibility. Participating Lender has and will retain sole responsibility for: (i) all Participating Lender Data, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Participating Lender or any Authorized User in connection with the Service; (iii) Participating Lender's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Participating Lender or through the use of third-party platforms or service providers ("Participating Lender Systems"); (iv) the security and use of Participating Lender's and its Authorized Users' access credentials; and (v) all access to and use of the Service directly or indirectly by or through the Participating Lender Systems or its or its Authorized Users' access credentials, with or without Participating Lender's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

4. Support

During the Subscription Period, Desata will use commercially reasonable efforts to provide Participating Lender with basic customer support via Desata's standard support channels during Desata's normal business hours.

5. Fees and Taxes

5.1 Fees. The Service may be provided for a fee or other charge. Participating Lender shall pay Desata the platform fees ("Platform Fees") identified in the Order without offset or deduction at the cadence identified in the Order. Platform Fees paid by Participating Lender are non-refundable, except as expressly provided in the Order. Desata reserves the right to change the Platform Fees or applicable charges and to institute new charges and Platform Fees at the end of the Initial Subscription Period or then current Renewal Subscription Period (as applicable), upon ninety (90) days prior written notice to Participating Lender (which may be sent by email). Participating Lender shall make all payments hereunder in US dollars by a mutually agreed-upon payment method. If Participating Lender pays via invoice, Participating Lender will pay the invoiced amount within thirty (30) calendar days of the invoice date. If Participating Lender fails to make any payment when due, and Participating Lender has not notified Desata in writing within ten (10) days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting Desata's other rights and remedies: (i) Desata may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Participating Lender shall reimburse Desata for all reasonable costs incurred by Desata in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Desata may suspend Participating Lender's and its Authorized Users' access to all or any part of the Service until such amounts are paid in full.

5.2 Taxes. All Platform Fees and other amounts payable by Participating Lender under this Agreement are exclusive of taxes and similar assessments. Participating Lender is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Participating Lender hereunder, other than any taxes imposed on Desata's income.

6. Confidential Information

6.1 Definition. From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as "confidential" or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, "Confidential Information"). Except for Personal Data, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party's Confidential Information.

6.2 Duty. The receiving Party shall not use the disclosing Party's Confidential Information except to perform its obligations and exercise its rights hereunder nor shall it disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder ("Representatives"). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, schools, prospective lenders, debtholders, acquirers, or merger partners under customary confidentiality terms. Notwithstanding anything to the contrary, Desata may disclose the number of participating lenders and aggregate, non-identifying tier ranges (provided no tier range identifies a single participating lender) without restriction; any other public identification of Participating Lender is governed by the Publicity section.

6.3 Participating Lender Data. Notwithstanding anything to the contrary in this Agreement, Participating Lender Data constitutes Participating Lender's Confidential Information without any requirement of marking or designation. Desata will use Participating Lender Data solely to provide the Service and will not disclose it to any other participating lender or any third party, except for (a) display of Participating Lender's product terms, rates, fees, and features to borrowers through the Service as contemplated by this Agreement, (b) disclosure to service providers bound by confidentiality obligations, (c) disclosures required by law or legal process as permitted by this Section 6, (d) aggregated, de-identified uses permitted under Section 3.1, and (e) disclosures expressly permitted under the Outcome Reporting provision. Desata will not sell Participating Lender Data.

6.4 Return of Materials; Effects of Termination/Expiration. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement until such Confidential Information is no longer considered a trade secret under applicable law through no wrongful act or omission of the receiving Party.

7. Intellectual Property Ownership; Feedback

7.1 Desata IP. Participating Lender acknowledges that, as between Participating Lender and Desata, Desata owns all right, title, and interest, including all intellectual property rights, in and to the Desata IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

7.2 Participating Lender Data and Output. Desata acknowledges that, as between Desata and Participating Lender, Participating Lender owns all right, title, and interest, including all intellectual property rights, in and to the Participating Lender Data and Output, as applicable, other than rankings, scores, placements, and other results of Desata's ranking methodology, which constitute Desata IP.

7.3 Feedback. If Participating Lender or any of its employees or contractors sends or transmits any communications or materials to Desata by mail, email, telephone, or otherwise, suggesting or recommending changes to the Desata IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Desata is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.

8. Warranty Disclaimer

THE DESATA IP IS PROVIDED "AS IS" AND DESATA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DESATA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DESATA MAKES NO WARRANTY OF ANY KIND THAT THE DESATA IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET PARTICIPATING LENDER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. IN NO EVENT WILL DESATA BE LIABLE FOR ANY RANKINGS PROVIDED BY THE SERVICE THAT ARE PRODUCED AS A RESULT OF INACCURATE PARTICIPATING LENDER DATA. NOTHING IN THIS AGREEMENT OR THE SERVICE, AND NO RANKING OR PLACEMENT GENERATED BY THE SERVICE, CONSTITUTES, IMPLIES, OR MAY BE CONSTRUED AS ANY RELATIONSHIP, ENDORSEMENT, OR AFFILIATION BETWEEN DESATA AND ANY SCHOOL OR EDUCATIONAL INSTITUTION, OR AS INDICATING ANY ROLE BY ANY SCHOOL OR EDUCATIONAL INSTITUTION IN DETERMINING RANKINGS, PLACEMENT, OR THE PAYMENT OF FEES. THIS AGREEMENT IS SOLELY BETWEEN DESATA AND PARTICIPATING LENDER. DESATA DOES NOT MAINTAIN ANY REVENUE-SHARING ARRANGEMENT WITH ANY SCHOOL OR EDUCATIONAL INSTITUTION, DOES NOT CHARGE OR ACCEPT ANY FEE TIED TO THE VOLUME OF LOANS ORIGINATED IN CONNECTION WITH ANY PREFERRED-LENDER OR COMPARABLE ARRANGEMENT WITH A SCHOOL, AND DOES NOT PROVIDE GIFTS TO ANY SCHOOL OR EDUCATIONAL INSTITUTION OR ITS EMPLOYEES.

9. Indemnification

9.1 Desata Indemnification.

(a) Desata shall indemnify, defend, and hold harmless Participating Lender from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Participating Lender resulting from any claim, suit, action, or proceeding brought by an unaffiliated third party ("Third-Party Claim") against Participating Lender alleging that the Service, or any use of the Service in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights; provided that Participating Lender promptly notifies Desata in writing of the claim, cooperates with Desata, and allows Desata sole authority to control the defense and settlement of such claim.

(b) If such a claim is made or appears possible, Participating Lender agrees to permit Desata, at Desata's sole discretion: to (i) modify or replace the Service, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Participating Lender to continue use of the Service. If following such an offer Desata determines that neither alternative is commercially reasonable, Desata may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately following written notice to Participating Lender.

(c) This Section 9.1 will not apply to the extent that the alleged infringement arises from: (i) use of the Service in combination with data, software, hardware, equipment, or technology not provided by Desata or authorized by Desata in writing; (ii) modifications to the Service not made by Desata; (iii) Participating Lender Data; or (iv) Third-Party Products.

9.2 Participating Lender Indemnification. Participating Lender shall indemnify, hold harmless, and, at Desata's option, defend Desata from and against any Losses resulting from any Third-Party Claim alleging that the Participating Lender Data, or any use of the Participating Lender Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property or other rights and any Third-Party Claims based on Participating Lender's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Service in a manner not authorized by this Agreement; or (iii) use of the Service in combination with data, software, hardware, equipment or technology not provided by Desata or authorized by Desata in writing; or (iv) use of or reliance on any Outputs; in each case provided that Participating Lender may not settle any Third-Party Claim against Desata unless Desata consents to such settlement, and further provided that Desata will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

9.3 Sole Remedy. THIS SECTION 9 SETS FORTH PARTICIPATING LENDER'S SOLE REMEDIES AND DESATA'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

10. Limitations of Liability

EXCEPT FOR (A) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR (B) EITHER PARTY'S INDEMNITY OBLIGATIONS HEREUNDER, (X) IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND (Y) IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO DESATA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

11. Term, Subscription Period and Termination

11.1 Subscription Period. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for the Initial Subscription Period identified in the Order. Following the Initial Subscription Period, this Agreement will automatically renew for additional successive terms equal to the length of the Initial Subscription Period unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Subscription Period" and together with the Initial Subscription Period, the "Subscription Period"). For clarity, the "Term" of this Agreement shall commence as of the Effective Date and will continue until the end of the Subscription Period.

11.2 Termination. In addition to any other express termination right set forth in this Agreement:

(a) Desata may terminate this Agreement, effective on written notice to Participating Lender, if Participating Lender: (i) fails to pay any amount when due hereunder, and such failure continues for more than ten (10) calendar days after payment is due; or (ii) breaches any of its obligations under Section 2.5 or Section 6;

(b) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(c) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

11.3 Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Participating Lender shall immediately discontinue use of the Desata IP and, without limiting Participating Lender's obligations under Section 6, Participating Lender shall delete, destroy, or return all copies of the Desata IP and certify in writing to Desata that the Desata IP has been deleted or destroyed. No expiration or termination will affect Participating Lender's obligation to pay all Platform Fees that may have become due before such expiration or termination or entitle Participating Lender to any refund, except as expressly provided in the Order.

11.4 Survival. This Section 11.4 and Sections 1, 2.6, 2.7, 2.8, 2.10, 3.1, 5, 6, 7, 8, 9, 10, 11.3, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

12. Miscellaneous

12.1 Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms, the Order, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Order, (ii) second, these Terms; and (iii) third, any other documents incorporated herein by reference. Excluding Orders, no other documents will amend or modify this Agreement, including but not limited to business forms, purchase orders, quotes, or similar documents; any such documents are for administrative purposes only.

12.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the address set forth on the first page of this Agreement or in the Order (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of receipt) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

12.3 No Lending Activity; No Licensed Activity. Participating Lender acknowledges and agrees that Desata is not a lender, broker, or credit services organization, does not make credit decisions, does not underwrite or approve or deny any application for credit, and does not obtain, use, or furnish consumer reports. Any borrower interaction with the Service constitutes an inquiry only and does not constitute an application for credit within the meaning of the Equal Credit Opportunity Act, Regulation B, or any comparable law. Participating Lender further acknowledges and agrees that Desata does not collect, hold, or process borrowers' nonpublic personal information in connection with the Service.

12.4 Compliance. Participating Lender represents and warrants that its private education loan products and its lending activities comply with applicable law, and acknowledges that Desata has no responsibility for Participating Lender's products, credit decisions, or borrower relationships. Participating Lender shall indemnify, defend, and hold harmless Desata from and against any Losses resulting from any Third-Party Claim arising from Participating Lender's loan products, credit decisions, lending practices, or borrower relationships. Desata shall provide the Service in material compliance with laws applicable to Desata's provision of the Service.

12.5 Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

12.6 Amendment and Modification. Desata may change this Agreement (except for any Orders) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. Desata will provide Participating Lender with reasonable notice prior to any amendments or modifications taking effect, either by emailing the email address associated with Participating Lender's account on the Service or by another method reasonably designed to provide notice to Participating Lender. If Participating Lender accesses or uses the Service after the effective date of the revised Agreement, such access and use will constitute Participating Lender's acceptance of the revised Agreement beginning at the next Renewal Subscription Period or, if Participating Lender enters into a new Order with Desata, as of the date of execution of such Order. Notwithstanding the foregoing, no amendment or modification will take effect at a Renewal Subscription Period unless Desata provided notice of it at least ninety (90) days before the end of the then-current Subscription Period; an amendment noticed later takes effect at the following Renewal Subscription Period.

12.7 Waiver. No failure or delay by either Party in exercising any right or remedy available to it in connection with this Agreement will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.

12.8 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.9 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder must be instituted in the federal courts of the United States or the courts of the State of Delaware in each case located in Wilmington, Delaware and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

12.10 Assignment. Participating Lender may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Desata. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

12.11 Export Regulation. The Service utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Participating Lender shall not, directly or indirectly, export, re-export, or release the Service or the underlying software or technology to, or make the Service or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Participating Lender shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Service or the underlying software or technology available outside the US.

12.12 US Government Rights. Each of the Documentation and the software components that constitute the Service is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Participating Lender is an agency of the US Government or any contractor therefor, Participating Lender only receives those rights with respect to the Service and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

12.13 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Participating Lender, Section 2.6, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

12.14 Publicity. Desata may identify Participating Lender as a user of the Service and may use Participating Lender's name, logo, and other trademarks in Desata's Participating Lender list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Participating Lender). Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party's prior written approval.