THIS IS A CONTRACT BETWEEN THE ENTITY NAMED IN THE APPLICABLE CUSTOMER FIELD HEREIN (“YOU” OR “YOUR”), AND ENVOY GLOBAL, INC. (“ENVOY”), A DELAWARE CORPORATION (THE “AGREEMENT”). THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND LIMITATIONS ON ENVOY’S LIABILITY TO YOU. PLEASE READ IT CAREFULLY. BY CLICKING “I AGREE” BELOW AND CONTINUING TO USE THE PLATFORM (DEFINED BELOW), THE INDIVIDUAL SO CLICKING REPRESENTS AND WARRANTS THAT S/HE HAS THE FULL AUTHORITY TO ACCEPT THIS AGREEMENT ON YOUR BEHALF, AND DOES SO INTENDING THAT YOU WILL BE BOUND THEREBY. ONCE YOU OPEN AN ACCOUNT WITH ENVOY YOU ARE AGREEING TO THESE TERMS FOR EVERY CASE YOU OPEN UNDER THIS ACCOUNT.
1. GENERAL SERVICE TERMS
1.1 Envoy is a provider of the following “Support Services”:
1.1.1 the technology platform accessible through www.envoyglobal.com, app.envoyglobal.com, Envoy’s mobile applications and related technology and tools (the “Platform”), licensed to You, during the Term and subject to Your compliance with this Agreement, to access and use the Platform to view and manage the immigration matters You open in the Platform (“Matters”);
1.1.2 Envoy’s administrative support to You to facilitate Your review and management of the non-legal questions and concerns regarding Your Matters on the Platform;
1.1.3 immigration filing and processing services with respect to non-US immigration (“Global Services”) through its own personnel and network of global immigration providers or local representatives engaged to assist with Matters in countries outside the United States (“Local Representatives”); and
1.1.4 introductions to the independent law firms, and their related attorneys and support staff, who have been trained to use the Platform and agreed to use the Platform as the client technology solution (each, a “Law Firm” and the Law Firm you select “Your Law Firm”) in conjunction with their preparation and submission of visa applications for nonimmigrant and immigrant visas, permanent residence, and citizenship status to the U.S. Citizenship and Immigration Services and other governmental agencies regulating foreign persons entering the United States and related ancillary services of the Law Firm (the “Legal Services”). The Law Firms may include Global Immigration Associates, P.C., Corporate Immigration Partners, LLP, their respective successors and assigns or another law firm who has agreed with You and Us to provide Legal Services to Envoy customers and that has been selected by you to be its counsel. Envoy will provide You with information regarding each Law Firm in order to assist You in making that selection. You, and not Envoy, will have final authority to make that selection. The Legal Services are provided by the Law Firm, are not Support Services, and are not subject to this Agreement.
1.2 During the Term of the Agreement, You irrevocably direct Envoy to give Your Law Firm access to Your account on the Platform in connection with Your Law Firm’s provision of the Legal Services to You.
1.3 In order for Envoy and Your Law Firm or the Local Representatives, as applicable, to effectively prepare and complete Your Matters, You must provide Envoy with all necessary documentation, information, and other required materials in a timely fashion. You must also otherwise cooperate with Envoy, Your Law Firm, and Local Representatives, with respect to Your Matters as any of them may reasonably request from time to time. Failure to provide such cooperation may result in termination of this Agreement and any associated representation by Your Law Firm or assistance from Local Representatives.
1.5 Promptly upon your written request and termination of this Agreement and subject to Envoy’s document retention policy, Envoy will return any printed documents and other tangible physical materials provided by You to Envoy, copies of government filings made by Envoy on your behalf (in each case, to the extent copies of such filings are in the possession of Envoy), and Your electronic legal file held on the Platform (collectively, Your “Legal File”). You acknowledge that Your Law Firm is required by its professional and ethical obligations to retain the Legal File for a period of time after the completion of such Matter, and that Envoy may, on Your Law Firm’s behalf, retain such Legal File for archival and professional ethical reasons. Local Representatives may, if required in their jurisdictions, retain the Legal File in order to comply with their professional ethical rules.
2. SERVICE REPRESENTATIONS
2.1 Envoy represents and warrants that (a) Envoy has the capability and experience, as well as all applicable title, registrations, licenses, permits, and governmental approvals, if any, necessary to perform the Support Services, (b) the Support Services will be performed to the best of Envoy’s ability, which shall be no less than a good and workmanlike manner, (c) the Support Services and any and all advice, technology and other products of the Support Services shall comply with all applicable laws and regulations, (d) technology and tools do not infringe upon the intellectual property rights of any third party, and (e) Envoy will devote sufficient resources to ensure that the Support Services are performed in a timely and reliable manner.
2.2 “Confidential Information” means (a) any of Your proprietary information that is disclosed to Envoy under this Agreement, including but not limited to Your actual or anticipated business plans, technical data, trade secrets and know-how, (b) information provided to Envoy by or at the direction of You or Your employees that identifies or can be used to identify or authenticate an individual, and (c) any privileged and confidential communications facilitated by Envoy for You and Your Law Firm. Confidential Information does not include information that has become publicly known and made generally available through no wrongful act of Envoy or that Envoy can show by written documentation was in its possession without any obligation of confidentiality prior to its receipt of that information by you.
2.3 Envoy will not, during or subsequent to the term of this Agreement, (a) use Confidential Information for any purpose whatsoever other than the performance of services on Your behalf or (b) disclose Confidential Information to anyone other than Authorized Parties, unless required by applicable law or valid judicial process. “Authorized Parties” means (i) Envoy’s employees and subcontractors who have a need to know such Confidential Information to enable Envoy to perform its obligations under this Agreement, (ii) Your Law Firm, (iii) Local Representatives and (iv) third parties, including government agencies, to whom you have authorized Envoy or any of the parties listed in (i) – (iii) to make disclosures for purposes of pursuing your immigration matters.
2.4 Envoy shall abide by all requirements applicable to Service Providers (as that term is defined in the CCPA) under the California Consumer Privacy Act (“CCPA”), Cal. Civ. Code 1798.100 et seq., with respect to any Personal Information (as that term is defined in the CCPA) Envoy processes on Your behalf, including by:
2.5.1 Processing Personal Information only on Your behalf;
2.5.2 Not retaining, using, or disclosing Personal Information for any purpose other than the performance of the Support Services on Your behalf unless required by applicable law or valid judicial process;
2.5.3 Not selling (as that term is defined in the CCPA) Personal Information;
2.5.4 Notifying You of any consumer rights requests Envoy receives from individuals whose Personal Information is processed by Envoy on Your behalf; and
2.5.5 Upon request, providing You with reasonable assistance in fulfilling any consumer rights requests You receives from individuals whose Personal Information is processed by Envoy on Your behalf.
3. FEES AND PAYMENT
3.1 The charges associated with the Support Services furnished to You by Envoy and the Local Representatives and the Legal Services furnished by the Your Law Firm (collectively, “Service Fees”) and charges for all expenses associated with pursuing the application, including without limitation applicable government form and filing fees, and expenses for related third party services, will be assessed as set forth in the Selected Package Price Quotation You receive in the Platform upon opening an individual case (“Price Quotation”). You agree to pay the charges set forth in each Price Quotation generated for You by Envoy in conjunction with Your acceptance of this Agreement. You agree that the charges set forth in that Price Quotation will be invoiced to You (or, if You have a credit card on file with Envoy, charged to the credit card on Your file) upon Your acknowledgement of acceptance of these Terms and Conditions. Any fees (including, without limitation, Service Fees) which are not paid in advance by credit card will be due and payable by You upon receipt of Envoy’s invoice to You. Failure to pay such fees may result in the suspension or termination of Your access to the Support Services and termination of representation by Your Law Firm, subject to applicable law. In the event that any undisputed amounts due under this Agreement are not paid upon receipt of Envoy’s invoice to You, Envoy may set off against, deduct from and recoup any such overdue amounts from Credits (defined below). Envoy’s fees do not cover consular application fees, medical exam fees, and any other fees associated with obtaining the required documentation for Your Matter (e.g., translation fees and/or advertising expenses). Where necessary to pursue the Matter, additional fees for overnight courier (e.g. Federal Express, UPS) will be invoiced to You. You acknowledge that Envoy provides third-party billing services on behalf of Your Law Firm, and that You will not be charged directly by Your Law Firm for any Legal Services. Amounts paid by You toward government filing fees will not be held by Envoy in segregated accounts prior to Envoy’s payment of those amounts at the time of the filing of an application or other fee-triggering stage.
3.2 If You have an agreement with Your employee or candidate concerning sharing of the fees for a Matter concerning such employee, Envoy will use commercially reasonable efforts to facilitate acceptance of such shared payments on Your behalf to the extent permissible under applicable law. However, in no event will Envoy be required to collect unpaid fees from Your employee, and notwithstanding such payment, You accept that no services are provided directly to Your employee or candidate. You are and remain solely liable to Envoy for payment of fees in connection with any Matter You initiate pursuant to this Agreement, in accordance with the terms of the applicable Price Quotation.
3.3 If governmental agencies increase filing fees or impose additional costs for filing of Your application(s), these costs will be added to the original Service Fees. Envoy reserves the right to adjust Service Fees for non-U.S. filings if, at the time of such filing, there is a change in costs due to foreign currency exchange fluctuations versus the U.S. Dollar. Additional amounts arising under this Section, if any, will be invoiced to You as set forth above (or, if you have a credit card on file with Envoy, charged to Your credit card at the time of filing), depending on the payment terms agreed by Envoy for Your Matter.
3.4 In the event that You terminate a Matter prior to completion, or Envoy or Your Law Firm terminates a Matter prior to completion due to nonpayment of fees owed by You, You will remain responsible for the payment of fees attributable to work already performed on, and filing or Service Fees incurred with respect to, such Matter through the date Envoy receives notice of the termination of the Matter. For amounts prepaid by You on a Matter that You terminate prior to completion, Envoy will retain a portion of the prepaid amount to cover work already performed on, and filing or Service Fees incurred with respect to, the Matter, as set forth in the chart below. In the event of termination prior to completion, the percentage of fees that will be owed by You or retained by Envoy if prepaid by You, will depend on the status of Your Matter. Prepaid filing and Service Fees not incurred with respect to the Matter will be held as a credit toward fees to be incurred in the future (a “Credit”) or, if You so direct, refunded to You or applied toward any outstanding balance of fees already owed by You. In the event Your account has available funds in a Credit or Prepayment, You acknowledge that these amounts will not be held by Envoy in segregated accounts. For clarification, the term “Prepayment” refers to a prepayment of funds to be applied at a later date as a form of payment for any service, filing, or other fee that may arise. The term “Prepayment” does not represent advance payment or a retainer for specific cases or fees. The then-current refund policy for Global Services, which is subject to change, is available from Envoy upon request. The following chart outlines the percentage of fees that apply to U.S. inbound Matters that terminate prior to completion:
|Case Status||Refund %|
|Questionnaire||100% Service Fees
100% Filing Fees
|Customer Action Needed||25% Service Fees
100% Filing Fees
|Ready For Government||0% Service Fees
100% Filing Fees
|Sent To Government||No Refund|
The following chart sets out the percentage of fees that apply to non-U.S. inbound cases that terminate prior to completion:
|Case Status||Refund %|
|Cancelled within 24 hours of initiation||100% Fees|
|Cancelled after 24 hours of initiation||No Refund|
|Cancelled within 24 hours of initiation||100% Service Fees
100% Filing Fees
|Cancelled after 24 hours of initiation and before Submission to Government||25% Service Fees
100% Filing Fees
|Sent to Government||No Refund|
4. DISPUTE RESOLUTION
4.1 If You and Envoy are unable to resolve any dispute or claim arising between You and Envoy pursuant to this Agreement through informal discussions, You and Envoy agree to submit such disputes to binding arbitration or small claims court rather than to a court of general jurisdiction. Any arbitration under this Section will take place on an individual basis; class arbitrations and class actions are not permitted. You agree that, by entering into this Agreement, You and Envoy are each waiving the right to a trial by jury or to participate in a class action. You and Envoy agree that this arbitration agreement is governed by the Federal Arbitration Act (“FAA”).
4.2 For the purpose of this Agreement, “dispute or claim” means any assertion of a right, dispute or controversy between You and Envoy arising from or relating to this Agreement and/or the relationships resulting from this Agreement. This includes claims of every kind and nature including, but not limited to, initial claims, counterclaims, cross-claims, third-party claims, and claims based upon contract, tort, intentional tort, statutes, regulations, common law and equity. Envoy will not compel arbitration under this Agreement for any individual claim that You properly file and pursue in a small claims court of competent jurisdiction, so long as Your claim is pending only in that court.
4.3 A party intending to seek arbitration must first send a written Notice of Dispute (“Notice”) to the other party via U.S. certified mail, return receipt requested. A Notice to Envoy should be addressed to: Envoy Global, Inc., Notice of Dispute, 230 W. Monroe St., Suite 2700, Chicago, IL 60606, ATTN: Chief Financial Officer. The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought (“Demand”). If Envoy and You do not reach an agreement to resolve the claim within 30 days is received, either You or Envoy may commence an arbitration proceeding.
4.4 The arbitration will be governed by the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (the “AAA”), as modified by this Agreement, and will be administered by the AAA. The arbitrator is bound by this Agreement. All issues are for the arbitrator to decide, except issues relating to the scope, enforceability, and interpretation of the arbitration provision. The parties agree that in any arbitration of a dispute or claim, neither party will rely for preclusive effect on any award or finding of fact nor conclusion of law made in any other arbitration of any dispute or claim to which Envoy was a party.
4.5 The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Further, unless both You and Envoy agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other customers. Neither You nor we may seek non-individualized relief that would affect other customers. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
5. DISCLAIMERS AND LIMITATIONS OF LIABILITY
5.1 ENVOY MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT THE PLATFORM, THE FUNCTIONALITY CONTAINED THEREIN, OR ANY OTHER APPLICATIONS OR MATERIALS FURNISHED BY ENVOY WILL BE OPERATED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS. WHILE ENVOY HAS TAKEN PRECAUTIONS TO PROTECT THE SECURITY OF THE PLATFORM, ENVOY CANNOT AND DOES NOT WARRANT OR REPRESENT THAT THE PLATFORM CANNOT BE ILLEGALLY OR WRONGFULLY ACCESSED. ALL MATERIALS, INFORMATION, DOCUMENTS OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE PLATFORM OR OTHERWISE FURNISHED TO YOU BY ENVOY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ENVOY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
5.2 ACCESS TO PLATFORM, MATERIALS AND FUNCTIONALITY CONTAINED THEREIN IS AT YOUR OWN RISK. IN NO EVENT WILL ENVOY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGE TO COMPUTER SYSTEMS, LOSS OF DATA, OR INTERFERENCE WITH THE OPERATION OF ANY SYSTEM OR NETWORKS THAT RESULTS FROM YOUR ACCESS OF THE PLATFORM, OR YOUR USE OR DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR FUNCTIONALITY CONTAINED THEREIN.
5.3 EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, YOU AGREE TO HOLD ENVOY, TOGETHER WITH ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS (THE “ENVOY PARTIES”), HARMLESS FROM AND AGAINST ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, REGARDLESS OF THE FORM OF CLAIM, DEMAND, OR ACTION FOR SUCH DAMAGES, ARISING OUT OF OR RELATING TO THE SUPPORT SERVICES OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE. EVEN IF ENVOY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, YOU AGREE TO HOLD THE ENVOY PARTIES HARMLESS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LOSSES, AND DAMAGES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY’S FEES AND COURT COSTS) ARISING FROM OR RELATING TO: (A) YOUR VIOLATION OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS; OR (B) YOUR FALSE STATEMENTS, MISREPRESENTATIONS, FRAUD, OR NEGLIGENCE.
5.4 IN NO EVENT WILL ENVOY BE LIABLE TO YOU FOR ANY AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY PAID BY YOU TO ENVOY PURSUANT TO THIS AGREEMENT, FOR THE SUPPORT SERVICES GIVING RISE TO YOUR CLAIM.
5.5 UNDER NO CIRCUMSTANCES WILL ENVOY BE LIABLE FOR ANY DAMAGES ARISING FROM AN ACT OR OMISSION OF THE LAW FIRM OR ITS OWNERS, EMPLOYEES, AGENTS OR CONTRACTORS, INCLUDING WITH RESPECT TO THE LAW FIRM’S DELIVERY OF LEGAL SERVICES, OR OTHER MATTERS ARISING FROM THEIR AGREEMENT WITH YOU.
5.6 YOU UNDERSTAND AND AGREE THAT THE FOREGOING DISCLAIMERS, WAIVERS, AND LIMITATIONS OF LIABILITY ARE MATERIAL INDUCEMENTS FOR ENVOY’S ACCEPTANCE OF THIS AGREEMENT, AND ITS FURNISHING OF SUPPORT SERVICES TO YOU PURSUANT TO THIS AGREEMENT.
6. COMPLETE AGREEMENT, PUBLICITY, NO AGENCY OR THIRD PARTY BENEFICIARIES
6.2 You grant Envoy the right to add Your name and company logo to its customer lists and website.
6.3 The parties hereto are engaged as independent contractors, and this Agreement does not create any agency, partnership, or joint venture relationship between the parties. This Agreement does not and is not intended to confer any rights or remedies on any person or entity other than the parties hereto.
7. ANTI-BRIBERY AND TRADE SANCTIONS
7.1 Envoy represents and warrants to You that neither Envoy nor any of its officers, directors, employees, agents, or other representatives has engaged or will engage in any form of commercial bribery or otherwise offer any incentive to be made directly or indirectly to any of Your employees or associates of such in exchange for or otherwise in an attempt to procure or retain business for Envoy. Envoy shall comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and all other local or otherwise applicable laws dealing with the bribery of government officials or employees.
7.2 You represent and warrant to Envoy that none of your Matters pertain to entities or individuals who are (a) designated on any U.S. Government or other governmental list of restricted parties, including the List of Specially Designated Nationals and Blocked Persons administered by the Office of Foreign Asset Controls at the U.S. Department of the Treasury; (b) located in or otherwise ordinarily resident in any country where U.S. or other governmental sanctions or embargo provisions prohibit the provision of the Services; or (c) otherwise prohibited from using, benefiting from or accessing the Services.
8. APPLICABLE LAW
8.1 Except for the arbitration agreement contained in Section 4, which is governed by the Federal Arbitration Act, You and Envoy each agree that this Agreement is made pursuant to and governed by the substantive law of Illinois, without giving effect to its rule.