Effective Date: June 10, 2021
Envoy Global, Inc., a Delaware corporation and its affiliates (collectively “Envoy”) operates each website and mobile application or other technology that links users to these Terms to provide online access to Envoy’s services and related information (the Envoy “Platform”). Use of the Platform and any of Envoy’s services is governed by these Terms.
By accessing and using the Platform, you agree to these Terms. Envoy reserves the right to modify these Terms at any time and will give you notice by posting revised Terms at this site with a revised “Effective Date” posted above. Your use of the Platform following any such modification constitutes your agreement to follow and be bound by these Terms as modified, so please check these Terms regularly. The last date these Terms were revised is set forth above.
THESE TERMS ARE IS A CONTRACT BETWEEN YOU AND ENVOY (THE “AGREEMENT”). IN THESE TERMS, THE WORDS “YOU” AND “YOUR” REFER TO EACH BUSINESS ENTITY WHICH USES SERVICES PROVIDED BY ENVOY AS SET FORTH BELOW. BY CLICKING TO ACCEPT THESE TERMS, AND BY PROCEEDING IN USING ENVOY’S SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.
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.
ENVOY’S CUSTOMERS ENGAGE ATTORNEYS AND LAW FIRMS TO PROVIDE THEM WITH INDEPENDENT LEGAL SERVICES ARISING OUT OF IMMIGRATION MATTERS FOR WHICH ENVOY ALSO PROVIDES SUPPORT SERVICES. FROM TIME TO TIME, ENVOY MAY ASSIST IN PROVIDING ITS CUSTOMERS WITH INTRODUCTIONS TO LAW FIRMS. ENVOY AND ITS EMPLOYEES ARE NOT ATTORNEYS OR A LAW FIRM AND DO NOT PROVIDE LEGAL SERVICES. NEITHER THIS WEBSITE NOR THE PROVISION OF SUPPORT SERVICES BY ENVOY IS INTENDED TO CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND ENVOY. LEGAL REPRESENTATION OF YOU WILL OCCUR SOLELY THROUGH A FORMAL WRITTEN ATTORNEY-CLIENT RELATIONSHIP ESTABLISHED BETWEEN YOU AND A LAW FIRM.
1. GENERAL SERVICE TERMS
1.1 Envoy is a provider of the following “Support Services.” Subject to these Terms, Envoy hereby grants you a limited, non-transferable, non-sub-licensable, non-exclusive license to use the Support Services on any applicable devices that are under your control, and to use the Support Services solely as applicable herein. The Support Services may not be used for any other purposes without our prior written consent. You may not use the Support Services if you are not the owner or approved administrator or user of the account activated on the Platform for accessing the 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 your 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 and will be subject to the separate legal retention agreement entered into between you and the Law Firm. Legal Services, are not Support Services, and are not subject to this Agreement. Envoy and its employees are not attorneys or a law firm, and do not provide Legal Services.
1.2 These Terms govern Your account and all use of the Platform and of Envoy’s Support Services, including with respect to any specific case file opened under your account to manage Support Services for specific Matters, or, to the extent authorized, your review of specified tracking information relating to files opened by individual foreign national beneficiaries of pending Matters, and their dependents.
1.3 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.
1.4 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.
1.6 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, subject to requirements conveyed to us by Your Law Firm, 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.
1.7 Term and Termination.
1.7.1 These Terms shall become effective on the date that you first register, access, or use the Platform.
1.7.2 Termination. These Terms shall continue in full effect until they are terminated upon of the later of: (a) the period that your Account remains open on the Platform, (b) any of your data remains on the Platform, or (c) until all Matters are fully completed; or the Term may be terminated as otherwise set forth herein. Subject to payment of all Fees as set forth hereinbelow, You may terminate your relationship with Envoy at any time by providing us with written notice of your intention to discontinue Your use of the Support Services. We may suspend or terminate your rights to use the Platform and the Support Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Support Services in violation of these Terms.
1.7.3 Effect of Termination. Upon termination of these Terms: (i) the licenses granted to you hereunder will automatically expire, and (ii) your Account and right to access and use the Platform and Support Services will terminate. Subject to any instructions we receive from You (pursuant to the provisions hereof) or Your Law Firm governing disposition of Your information or data, and further subject to our compliance with our legal obligations regarding your data, You understand that any termination of your Account may ultimately involve deletion of any data associated with your Account from our live databases. Envoy will not have any liability whatsoever to You for any termination of Your rights under these Terms, including for termination of your Account or deletion or preservation of such data. Even after your rights under these Terms are terminated, all provisions of these Terms which by their nature should survive, will survive, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
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 include all fees for Support Services and Legal Services) 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 Service 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 includes all Legal Services fees within the combined “Service Fees” item on your invoice, 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 or candidate, 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 after you accept these Terms and the Selected Package Price Quotation, 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 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
|Attorney Review/Customer Review/Documents Needed||25% Service Fees
100% Filing Fees
|Ready For Government||0% Service Fees
100% Filing Fees
|Sent To Government||No Refund|
The following chart outlines the percentage of fees that apply to Global Services that terminate prior to completion:
|Cancelled within 24 hours of initiation||100% of Assessment Fee|
|Cancelled after 24 hours of initiation||No Refund|
|Other Services||Refund %|
|Cancelled after Matter Commenced and Preliminary Prep||75% of Matter Created Fees
100% of Filing Fees
|Cancelled after any action taken in furtherance of preparing the Matter/application||50% of Matter Created Fees
100% Filing Fees
|Cancelled after all docs received and prepared to file||25% of Matter Created Fees
100% Filing Fees
|Cancelled after submission 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. While in some instances, upfront costs to file an arbitration claim may exceed similar costs to bring a case in court, for any non-frivolous claim that does not exceed $25,000 in total, Envoy will pay all costs of the arbitration. Moreover, in arbitration you may recover attorney’s fees from Envoy to the same extent or more as you would in court. The arbitrator shall apply the same limitations period that would apply in court. You may speak with independent legal counsel before using this website or any of Envoy’s services. 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. During the arbitration, the amount of any settlement offer made by Envoy or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Envoy is entitled.
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. You may download or copy a form to initiate arbitration from the AAA website at https://www.adr.org. After Envoy receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than $25,000 in total. Unless Envoy and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your contact address. 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 If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If you choose to proceed either in person or by telephone, we may choose to respond only by telephone or submission. If your claim exceeds $10,000, the AAA Rules will determine whether you have a right to a hearing. Except as otherwise provided for herein, if your claim is for $25,000 in total or less, Envoy will pay all AAA filing, administration, and arbitrator fees for any arbitration initiated in accordance with the notice requirements above. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules. In such case, you agree to reimburse Envoy for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. In addition, if you initiate an arbitration in which you seek relief valued at more than $25,000 (excluding attorney’s fees and expenses), the payment of these fees will be governed by the AAA rules.
4.6 For claims under $25,000, if, after finding in your favor in any respect on the merits of your claim, the arbitrator issues you an award that is greater than the value of Envoy’s last written settlement offer made before an arbitrator was selected, then Envoy will:
If Envoy did not make a written offer to settle the dispute before an arbitrator was selected, you and your attorney will be entitled to receive the alternative payment and the attorney’s fees, respectively, if the arbitrator awards you any relief on the merits. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees, expenses, and the alternative payment and the attorney’s fees at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. In assessing whether an award that includes attorney’s fees or expenses is greater than the value of Envoy’s last written settlement offer, the arbitrator shall include in his or her calculations only the value of any attorney’s fees or expenses you reasonably incurred in connection with the arbitration proceeding before Envoy’s settlement offer. The right to attorney’s fees and expenses discussed in this paragraph supplements any right to attorney’s fees and expenses you may have under applicable law. Thus, if you would be entitled to a larger amount under applicable law, this provision does not preclude the arbitrator from awarding you that amount. However, you may not recover duplicative awards of attorney’s fees or costs. Although under some laws Envoy may have a right to an award of attorney’s fees and expenses if it prevails in an arbitration proceeding, Envoy will not seek such an award, for claims under $25,000.
4.6 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. YOU AND ENVOY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITIES AND NOT AS PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR IN THE CAPACITY OF A PRIVATE ATTORNEY GENERAL. 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.
4.7 If the amount in dispute exceeds $25,000 in total or either party seeks any form of injunctive relief, either party may appeal the award to a three-arbitrator panel administered by AAA by a written notice of appeal within thirty (30) days from the date of entry of the written arbitration award. An award of injunctive relief shall be stayed during any such appeal. The members of the three-arbitrator panel will be selected according to AAA rules. The three-arbitrator panel will issue its decision within one hundred and twenty (120) days of the date of the appealing party’s notice of appeal. The decision of the three-arbitrator panel shall be final and binding, subject to any right of judicial review that exists under the FAA. Notwithstanding any provision in the applicable Terms to the contrary, we agree that if we make any future change to this arbitration provision (other than a change to any notice address, website link or telephone number provided herein), that change will not apply to any dispute of which we had written notice on the effective date of the change. Moreover, if we seek to terminate this arbitration provision, any such termination will not be effective until at least thirty (30) days after written notice of such termination is provided to you, and shall not be effective as to disputes which arose prior to the date of termination.
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 SPECIFIC CLAIM.
5.5 UNDER NO CIRCUMSTANCES WILL ENVOY BE LIABLE FOR ANY DAMAGES ARISING FROM AN ACT OR OMISSION OF YOUR 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 rules relating to conflicts of laws.
9. CONSENT TO TRANSACTING BY ELECTRONIC MEANS
9.1 By using the Platform to receive the Support Services, to receive and pay invoices relating to the Services Fees, and otherwise to engage with Envoy and (to the extent you do so) with Your Law Firm using the Platform, You are giving Your affirmative consent to receive information and disclosures, and to interact with Envoy and Your Law Firm (insofar as such interaction is facilitated by the Platform) by electronic means, and to transact, sign, accept and be contractually bound by actions taken by you or your agents and employees on the Platform electronically.
10. Permitted Use of The Platform
10.1 You may use the Platform, and the information, writings, images and/or other works that you see, hear or otherwise experience on the Platform (singly or collectively, the “Content”) solely to learn about and use Envoy products and services, and solely in compliance with these Terms.
11. Prohibited Use of The Platform
11.1 By accessing the Platform, you agree that you will not:
11.2 Use the Platform in violation of these Terms;
11.3 Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Platform, or otherwise attempt to discover any source code, or allow any third party to do so;
11.4 Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party (other than an employee of yours, or a permitted applicant beneficiary of yours, as permitted by these Terms), the Content or Service in any way;
11.5 Use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Platform in a manner that sends more request messages to the Envoy servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
11.6 Use the Platform in any manner that damages, disables, overburdens, or impairs any Envoy website or interferes with any other party’s use and enjoyment of the Platform;
11.7 Mirror or frame the Platform or any part of it on any other web Platform or web page.
11.8 Attempt to gain unauthorized access to the Platform;
11.9 Access the Platform by any means other than through the interface that is provided by Envoy for use in accessing the Platform;
11.10 Use the Platform for any purpose or in any manner that is unlawful or prohibited by this Agreement.
11.11 Any unauthorized use of any Content or the Platform that may violate patent, copyright, trademark, and other laws.
12. Copyrights and Trademarks
12.1 The Platform is based upon proprietary Envoy technology and includes proprietary content. The Platform is protected by applicable intellectual property and other laws, including trademark and copyright laws. The Platform, including all intellectual property rights in the Platform, belongs to and is the property of Envoy or its licensors (if any). Envoy owns and retains all copyrights in all content on the Platform (“Content”). Except as specifically permitted, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or the Platform, in whole or in part, by any means. Envoy, the Envoy logos, and other marks used by Envoy from time to time are trademarks and the property of Envoy. The appearance, layout, color scheme, and design of the Envoyglobal.com Platform are protected trade dress. Customer does not receive any right or license to use the foregoing. Envoy may use and incorporate into the Platform or the Envoy Service any suggestions or other feedback you provide, without payment or condition.
12.2 Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement on the Platform or the Service should be sent to Envoy’s designated Copyright Agent at [email protected].
13. Information and Materials You Post or Provide
13.1 You represent that you have all right, title, and interest to materials you post on the Platform or provide to Envoy (“Materials”), including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the Materials, and that posting such Materials does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity. You further represent and warrant that you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in the posted Materials is true and your own work or work you are authorized to submit, and that the posted Materials do not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation. You agree that you will not knowingly and with intent to defraud provide material and misleading information. You represent and warrant that the Materials you supply do not violate these Terms.
14. Links to Third-Party Web Sites
15. Downloading Files
15.1 Envoy cannot and does not guarantee or warrant that files available for downloading through the Platform will be free of infection by software viruses or other harmful computer code, files or programs.
16.1 You understand and agree that you are personally responsible for your behavior on the Platform. You agree to indemnify, defend and hold harmless Envoy, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Platform or the Content, or any violation by you of these Terms.
17.1 Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Envoy therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Envoy does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
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