This Services Agreement (“Agreement”) is entered into between The Higher Education Assistance Group, Inc. (“HEAG”) and the customer identified in the applicable Order Form (“Customer”). This Agreement governs Customer’s access to and use of ReggieAI, HEAG’s proprietary software platform.

1. DEFINITIONS

1.1 “ReggieAI” “Service” or “Product” means HEAG’s proprietary, web-based software platform designed to assist financial aid professionals with regulatory compliance workflows, guidance, analytics, and audit-readiness support.

1.2 “You” or “Customer” means the customer identified in the applicable Order Form. The company, entity, or individual who is acquiring the license to use the Product under this agreement.

1.3 “we” or “us” means the Higher Education Assistance Group

1.4 “Order Form” means any written or electronic ordering document referencing this Agreement that specifies subscription tier, fees, term, and applicable services.

1.5 “Authorized Users” means Customer’s employees or agents authorized to access the Service under Customer’s account.

1.6 “Third-Party Platforms” means third-party infrastructure, platforms, or tools used to support delivery of the Service.

1.7 “Outputs” means AI-generated responses, checklists, reports, templates, or other materials generated through the Service.

2. SCOPE OF SERVICES

2.1 Provision of Services. Except as otherwise specifically set forth below, and subject to the applicable Order Form upon payment of the applicable license fee, HEAG shall make ReggieAI available to the Customer as a hosted software as a service offering during the subscription term. HEAG grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use ReggieAI solely for Customer’s internal institutional compliance and training purposes.

You may not: permit other individuals to use the Product; permit concurrent use of the Product; modify, translate, reverse engineer, decompile, disassemble, extract any portion of the Service, circumvent usage limits or access controls, or create derivative works based on the Product; copy (including copying onto a bulletin board or similar system) the Product; rent, lease, grant a security interest in, or otherwise transfer rights to the Product. You may not use the Service for individualized student determination or calculations, or use the Service to replace required institutional review or regulatory judgment.

2.2 No Guaranteed Uptime. HEAG does not guarantee uninterrupted availability.

2.3 Maintenance. HEAG may perform maintenance with or without notice.

2.4 No Software Delivery. ReggieAI is provided on a hosted basis only. No source code or software is delivered or licensed to Customer.

2.5 Content. To the extent that the Product enables you to access (online) materials not supplied by us (“Content”), you should be aware that such Content is the property of the applicable Content owner and may be protected by applicable copyright law. This Agreement grants you no rights to Content.

2.6 Tiered Services. Features, usage limits, support levels, analytics, escalation options, and data retention periods may vary by subscription tier. HEAG may modify tier features at any time, provided that material reductions apply prospectively.

3. CUSTOMER RESPONSIBILITIES

3.1 Authorized Use. Customer is responsible for all activity conducted through its accounts and Authorized Users.

3.2 No PII / Student Data. ReggieAI is not designed to receive or process personal identifying information or student-specific financial aid data. Customer agrees not to input such information and assumes all risk for any submission in violation of this provision. Customer further agrees to indemnify and hold harmless HEAG from any claims, damages, liabilities, or regulatory consequences arising from such unauthorized submission.

3.3 Management and Operational Decisions. ReggieAI does not serve as a substitute for consultation with legal counsel, nor should it be used as a substitute for such sound management and operational decisions. Customer acknowledges that it remains solely responsible for compliance decisions, interpretations, and regulatory submissions.

3.4 Terms of Use. ReggieAI terms of use found here are binding on you and are hereby incorporated by reference

4. FEES AND PAYMENT

4.1 Subscription Term and Renewal. Access to the Service is provided on a subscription basis. Unless otherwise specified in an applicable Order Form, subscriptions are offered on a month-to-month basis and shall automatically renew each month until terminated by either party in accordance with this Agreement. Either party may terminate a subscription for convenience by providing written notice prior to the end of the then-current monthly subscription period. Termination shall be effective at the conclusion of the applicable billing cycle.

4.2 Fees. Customer shall pay all fees, including subscription fees outlined in the applicable Order Form (“Fees”). Fees are based on the subscription tier, number of Authorized Users, and applicable usage limits, and are subject to change upon notice, effective at the start of the next renewal period. Except as expressly stated in this Agreement, all Fees are non-refundable.

4.3 Payment Authorization. As a condition of accessing the Service, Customer shall provide valid payment information, including ACH authorization or credit card details, as specified in the Order Form. By providing such information, Customer expressly authorizes HEAG to automatically charge the applicable Fees on a recurring monthly basis, in advance, until the subscription is terminated. Customer represents and warrants that it is authorized to use the designated payment method and that such payment method will remain valid throughout the subscription term.

4.4 Late Payments and Suspension. If any Fees are not paid when due, HEAG may, with or without notice, suspend or terminate access to the Service until payment is received. Customer shall remain responsible for all accrued Fees through the effective date of suspension or termination. HEAG reserves the right to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law.

4.5 Taxes. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, except for taxes based on HEAG’s income. Customer is responsible for all applicable taxes arising from its subscription.

5. TERM AND TERMINATION

5.1 Term and Termination. Your License under this Agreement is effective until terminated. The Services shall automatically renew on a monthly basis until terminated. You may terminate this license at any time. We may terminate the agreement immediately if you breach any of the provisions of this agreement. Upon any such termination or expiration, you must discontinue all use of the product. The provisions of this agreement (other than your license to use the product) shall survive the termination of the license or the termination or expiration of this agreement. This Agreement remains in effect for the term specified in the Order Form.

5.2 Effect of Termination. Upon termination or expiration of the subscription for any reason. All access rights shall immediately cease upon termination of this agreement. No refunds shall be issued for partial subscription periods.

6. ARTIFICIAL INTELLIGENCE & HUMAN REVIEW

6.1 AI-Generated Outputs. Outputs are generated using artificial intelligence and are provided for informational and workflow support purposes only.

6.2 No Advice. The Service does not provide legal advice, regulatory determinations, or official interpretations of law or policy. ReggieAI is provided for informational and workflow support purposes only. Use of the Service is not a substitute for consultation with qualified legal counsel or the exercise of independent professional judgment.

The customer acknowledges and agrees that outputs generated by the service are based on artificial intelligence and publicly available guidance and may contain errors, omissions, or outdated information. Final compliance decisions, interpretations, and actions remain solely the responsibility of the Customer and Customer shall independently verify all outputs against official sources and applicable institutional polices before relying on them.

HEAG MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SERVICE WILL ENSURE COMPLIANCE WITH ANY LAW, REGULATION, AUDIT REQUIREMENT, OR GOVERNMENTAL STANDARD.

6.3 Human-in-the-Loop Review. Based on user input and service level, certain queries may be escalated for review manually by the user (envelope click, plain language request, or escalate prompt) or automatically based on user input. The review is conducted by HEAG personnel. Customer consents to such review for quality assurance, compliance accuracy, and system improvement. There is no guarantee of Human in the Loop Review during non-business or off-peak hours

7. PROPRIETARY RIGHTS

7.1 Ownership. HEAG retains all right, title, and interest in and to ReggieAI, including all software, workflows, prompts, interfaces, models, documentation, and enhancements. You acknowledge and agree that the Product is owned and copyrighted by us or our third-party HEAGs. Your license confers no title or ownership in the Product and is not a sale of any rights in the Product. All ownership rights remain in us or our third-party HEAGs, as the case may be.

7.2 Feedback. HEAG may use feedback, suggestions, or usage insights to improve the Service without restriction.

8. THIRD-PARTY PLATFORMS

8.1 Use of Third-Party Platforms. While ReggieAI is proprietary to HEAG, certain components rely on Third-Party Platforms (e.g., hosting, authentication, AI processing).

8.2 No Responsibility for Third-Party Platforms. HEAG does not control Third-Party Services and is not responsible for their availability, security practices, or performance.

8.3 Third-Party Platforms Terms. Customers’ use of the Service may be subject to third-party terms and privacy policies.

9. CONFIDENTIALITY & DATA

9.1 Confidential Information. Each party shall protect the other’s non-public confidential information using reasonable care.

9.2 Usage Data. HEAG may collect and use anonymized and aggregated usage data to operate and improve the Service.

9.3 Privacy Policy HEAG’s confidentiality and data policies shall be governed by our applicable Privacy Policy. INSTERT HYPER LINK

10. DISCLAIMERS

10.1 Services Provided is “AS IS” and “AS AVAILABLE.” HEAG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. WARRANTY AND LIMITATION OF LIABILITY.

11.1 Limited Warranty. We warrant that, for a period of 30 days after purchase, the Product will function substantially in accordance with its documentation. As your exclusive remedy for breach of this warranty, we will, at our option, either replace or repair the defective Product or refund all fees paid for it.

11.2 Warranty Exclusions. This warranty does not cover damage due to external causes, including accident, abuse, misuse, modifications not authorized by us, usage not in accordance with product instructions, failure to perform required preventive maintenance, and problems caused by use of materials not supplied by us. Because the Product is inherently complex and may not be completely free of errors, you are advised to verify and back up your work. Additionally, we do not guarantee compatibility between the Product and any future versions of the Product, or your current operating system

THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY US. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. OUR RESPONSIBILITY FOR MALFUNCTIONS AND DEFECTS IN PRODUCTS IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.

11.3 Limitations On Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF WE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, WE ARE FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), OUR LIABILITY TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PRODUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

12. IP INDEMNIFICATION

12.1 Indemnification. HEAG shall indemnify, defend, and hold harmless Customer from any third-party claim alleging that Customer’s authorized use of the Service, as provided by HEAG and in accordance with this Agreement, infringes a valid United States patent, copyright, trademark, or other intellectual property right of such third party, provided that:(i) Customer promptly notifies HEAG in writing of the claim; (ii) HEAG shall have sole control over the defense of the claim and all settlement negotiations; and (iii) Customer provides HEAG with reasonable cooperation, information, and assistance, at HEAG’s expense, as necessary to defend the claim.

If Customer elects to retain separate counsel, Customer shall bear its own attorneys’ fees and costs.

12.2 Mitigation. If the Service becomes, or in HEAG’s reasonable opinion is likely to become, the subject of an infringement claim, HEAG may, at its option and expense: (i) procure the right for Customer to continue using the Service; (ii) modify or replace the Service so that it becomes non-infringing while maintaining substantially equivalent functionality; or (iii) if neither of the foregoing options is commercially reasonable, terminate the affected portion of the Service and refund Customer any prepaid, unused fees for the terminated portion of the subscription.

12.3 Exceptions. HEAG shall have no obligation or liability under this Section for any claim arising out of or related to: (i) use of the Service in violation of this Agreement or applicable documentation; (ii) modification of the Service by any party other than HEAG; (iii) combination or use of the Service with data, software, hardware, systems, or services not provided by HEAG (including Third-Party Services), where the infringement would not have occurred but for such combination or use; (iv) use of the Service other than the then-current version made available by HEAG; or (v) content, data, prompts, or instructions supplied by Customer or its Authorized Users.

12.4 Sole Remedy. Customer’s sole and exclusive remedy with respect to any claim of intellectual property infringement related to the Service is limited to the remedies expressly set forth in Section 12.

13. GENERAL PROVISIONS

13.1 Entire Agreement. This instrument contains the entire agreement of the parties and may not be changed orally but only in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

13.2 Governing Law.this agreement is governed by the laws of the Commonwealth of Massachusetts

13.3 Assignment.This agreement is between HEAG and the Customer. The Customer may sell, assign, transfer, or hypothecate any rights or interests created under this contract or delegate any of their duties. Any such assignment shall be void.

13.4 Force Majeure. HEAG shall not be liable for loss or damage or deemed to be in breach of this Contract if its failure to perform results from (1) transportation shortages, strikes, inadequate supply of employees, equipment, supplies, material, or energy, or the voluntarily foregoing of the right to acquire or use any of the aforementioned in order to accommodate or comply with the orders, requests, regulations, recommendations, or instructions of any federal or state governmental authority or any department or agency thereof; plagues, epidemics, pandemics, outbreaks of infectious disease or any other public health crisis, including without limitation quarantine or other employee restrictions (2) compliance with any law, ruling, order, regulation, requirement, or instruction of any federal or state governmental authority or any department or agency thereof; (3) acts of God; and (4) acts or omissions of the Customer hereunder. Any delay resulting from any such cause shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable, except that said causes shall not excuse payments of amounts owed at the time of such occurrence or payment of expenses due thereafter.

13.5 Severability. if any provision of this agreement is held to be unenforceable, invalid, or illegal by any court of competent jurisdiction, such unenforceable, invalid, or illegal provisions shall not affect the remainder of the agreement.

13.6 No Waiver. Failure of either party hereto to insist upon strict compliance with any of the terms, covenants and conditions hereof shall not be deemed a waiver or relinquishment of any similar right or power hereunder at any subsequent time or of any other provision hereof.

13.7 Headings for Reference Only. The headings of sections and paragraphs herein are solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

13.8 Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and to the email address provided by the customer on the Order Form any notice to HEAG shall be sufficient if sent to Info@Heag.us.