Client Standard Terms

EFFECTIVE DATE: August 27th, 2024

1. Definitions:

1. Agreement: The Fortify Loan Platform Servicing Agreement entered into by Fortify and Client as incorporated by reference in Section 10(a) of the same document.
   

2. Applicant: A student enrolled in a Client-offered program eligible for financing.
   
   

3. Borrower: An Applicant who receives a loan, or a co-signer on such a loan.
   
   

4. Fortify Loan Platform Servicing Agreement: Refers to the contractual document that outlines the structure under which Fortify agrees to provide loans to borrowers. It details the mechanism for disbursing funds to the Client and specifies the obligations and responsibilities of all parties involved in the agreement. Essentially, it serves as a blueprint for the execution of the financial services provided by Fortify, including the funding process, management of loans, and the respective duties of each party to ensure compliance and proper administration of the loan program.
   

5. Damages: Monetary losses including payments, liabilities, fines, legal costs, and other related expenses as per legal standards or the Fortify Loan Platform Servicing Agreement.
   
   

6. Default: The condition of failing to meet obligations, detailed in Section 5.
   
   

7. Qualified Educational Expenses: Costs associated with education such as tuition, fees, books, and related charges, payable to the Client and funded by Fortify.
   
   

8. Eligible Program: A Client-provided course that qualifies an enrolled student for financing.
   
   

9. Financing Products: Financial options available to Applicants, which could include loans.
   
   

10. Loan: A specific type of Financing Product issued by Fortify.
    
    

11. Parties: The Client and Fortify, collectively or individually.
    
    

12. Fortify Portal: A Fortify-provided online platform for Client's use in managing financial products and student information.
    
    

13. Servicer: An agent appointed to manage the loans' lifespan.
    
    

2. Refunds:

1. In case of student withdrawal, the Client will apply the same refund rules to financing recipients as to cash-paying students, via the Fortify Portal.

b. The Client is responsible for providing funds for initiated refunds. Fortify’s refund processing is contingent on receiving these funds from the Client.

c. If the Client cannot fulfill its educational obligations, Fortify may hold due payments to cover potential refunds.

3. Rights of Parties:

1. Responsibilities may be outsourced to external service providers as per industry norms.
   
   

2. The Servicer has the authority to manage and amend financing terms, including collections and charge-offs. Loans that are charged off may be sold, and proceeds distributed as agreed, minus a service fee.
   
   

3. Fortify can request proof of the Client’s compliance with the agreement, including documentation and possible site visits, with adequate notice. This notice period is shortened if urgent legal or regulatory issues arise.
   
   

4. Fortify may perform due diligence on the Client periodically.
   
   

5. Should the Client not receive scheduled payment(s), Fortify will issue a notification to resolve missed disbursement(s). The Client is responsible for responding to this notification. Failure to engage with Fortify to address the issue within a ten (10) business days grants Fortify the authority to retain any funds related to unresolved payment(s).

4. Representations, Warranties, and Covenants:

1. The Parties affirm that they comply with all legal and regulatory requirements to enact the Servicing Agreement and commit to securing any additional licenses required for compliance in a timely manner.
   
   

2. Signatories on the Servicing Agreement have the authority to bind their respective Parties.
   
   

3. No known legal challenges threaten the Servicing Agreement's validity.
   
   

4. All interactions with applicants or borrowers will adhere to law and proprietary information will be kept confidential unless disclosure is legally mandated.
   
   

5. The Client commits to maintain educational quality, financial stability, and accurate record-keeping, and will cooperate with Fortify’s services and systems.
   
   

6. Client referrals to Fortify’s financing products will comply with all laws.

5. Consequences of Breach and Limitation of Liability:

1. Any violation of terms is considered a Default under the Servicing Agreement.
   
   

2. Breaches may lead to indemnification obligations, and Fortify’s liability is limited to agreed amounts.
   
   

6. Terms and Termination:

1. Agreements last for their specified terms unless ended due to Default or by mutual notice.
   
   

2. Responsibilities related to finances and indemnification persist beyond Agreement termination.
   
   

7. Confidentiality:

1. Defined terms for Confidential Information include all non-public material related to the Parties' business and operations. The Receiving Party is obligated to protect this information, comply with privacy laws, and follow security measures to prevent unauthorized access.
   
   

2. In the event of data breaches, the Client must notify Fortify promptly.
   
   

3. Fortify ensures security measures are in place to protect Client data.

8. Indemnity:

1. Each Party agrees to protect the other against any third-party claims or liabilities (excluding disputes between the Parties themselves), assuming responsibility for any related losses due to its own misconduct or breach of agreement. If a third-party claim arises, the Party facing the claim must inform the other promptly. The notified Party can then choose to handle the claim at its own cost. If it takes on this responsibility, it must inform the other Party of its decision within thirty days and cover reasonable expenses for any required cooperation. However, the indemnifying Party won't cover additional legal costs incurred by the indemnified Party after this point, unless there's a conflict of interest requiring separate representation, which the indemnifying Party will fund. If the indemnifying Party doesn't opt to manage the claim, the indemnified Party may handle the claim at the indemnifying Party's expense after notifying them. Any settlements or judgments must be agreed upon by both Parties, except when it involves only monetary compensation and a full release.
   
   

9. Limitation of Liability:

1. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER OR NOT EITHER PARTY HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT FOR FRAUD OR MATERIAL MISREPRESENTATION BY FORTIFY, IN NO EVENT SHALL FORTIFY'S TOTAL LIABILITY TO SCHOOL FOR ALL CLAIMS ARISING OUT OF OR AS A RESULT OF THE SERVICES EXCEED THE SUM OF: (i) ANY INVOICED AMOUNT OWED BY FORTIFY THAT REMAINS UNPAID; AND (ii) FIFTY THOUSAND DOLLARS ($50,000.00).

10. CONTINUITY:

1. In the event that Fortify ceases operations, a designated sub-servicer will take over the management and servicing of all active loans, and the Client will continue to receive payments owed directly from the sub-servicer as students make their payments. This arrangement provides for continuity and stability, ensuring that both the Client's financial operations and the students' repayment processes are maintained seamlessly.
   
   

11. Miscellaneous:

1. The Fortify Loan Platform Servicing Agreement is governed by Texas law, with exclusive jurisdiction for disputes in Texas courts.
   
   

2. Invalid terms do not affect the remainder of the Agreement.
   
   

3. The Agreement is comprehensive and supersedes previous discussions.
   
   

4. Amendments are posted online and consented to upon notice.
   
   

5. Assignments and transfers are permitted under certain conditions.
   
   

6. Electronic and facsimile signatures are accepted.

12. Relationship of the Parties:

1. The Agreement does not create a partnership or employment relationship; each Party operates as an independent entity.

13. Notifications:

1. All notices and other communications required in a Fortify Loan Platform Servicing Agreement or the Standard Terms will be in writing and will be deemed to have been duly given when delivered in person, by email, by express or overnight mail delivered by a nationally recognized air courier (delivery charges prepaid), or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties as follows:

   
   

If to Fortify:

Fortify Education Inc.

1606 Headway Cir, STE 9411

Austin, TX 78754

Attention: Managing Director

Email: directors@fortifyeducation.com

If to Client:

See contact information listed in Fortify Loan Platform Servicing Agreement

or to such other address as the Party to whom notice is given may have previously furnished to the other Party in writing in the manner set forth above.  Any notice or communication delivered in person will be deemed effective upon delivery.  Any notice or communication sent by email or air courier will be deemed effective on the first business day at the place at which such notice or communication is received following the day on which such notice or communication was sent.  Any notice or communication sent by registered or certified mail will be deemed effective on the third business day at the place at which such notice or communication is received following the day on which such notice or communication was mailed.