- Home
- Business Account Terms and Conditions
Business Account Terms and Conditions
Effective Date: June 26, 2025
Envoy Global, Inc., a Delaware corporation (“Envoy Global”, “We”, “Us”, “Our”) and its Affiliates (as defined in Section 1.2.1) operate the Platform (as defined in Section 1.1.1) that links users to these terms to provide online access to Envoy Global’s services and related information. Use of the Platform and any of Envoy Global’s services is governed by these terms unless You and Envoy Global have entered into a mutually executed written agreement stating applicable terms and conditions.
THESE TERMS CONSTITUTE A CONTRACT BETWEEN YOU AND ENVOY GLOBAL (THE “AGREEMENT”). IN THIS AGREEMENT, THE WORDS “COMPANY”, “YOU”, AND “YOUR” REFER TO EACH BUSINESS ENTITY WHICH USES SERVICES PROVIDED BY ENVOY GLOBAL AS SET FORTH BELOW. BY CLICKING TO ACCEPT THESE TERMS, AND BY USING ENVOY GLOBAL’S SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. COLLECTIVELY, YOU AND WE MAY BE REFERRED TO HEREIN AS THE “PARTIES” AND INDIVIDUALLY AS A “PARTY”.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND LIMITATIONS ON ENVOY GLOBAL’S LIABILITY TO YOU. PLEASE READ IT CAREFULLY. BY CLICKING TO ACCEPT THIS AGREEMENT AND CONTINUING TO USE THE PLATFORM, 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 GLOBAL YOU ARE AGREEING TO THESE TERMS FOR EVERY CASE YOU OPEN UNDER THIS ACCOUNT.
ENVOY GLOBAL’S CUSTOMERS ENGAGE ATTORNEYS AND LAW FIRMS TO PROVIDE THEM WITH INDEPENDENT LEGAL SERVICES ARISING OUT OF IMMIGRATION MATTERS FOR WHICH ENVOY GLOBAL PROVIDES SUPPORT SERVICES. FROM TIME TO TIME, ENVOY GLOBAL MAY ASSIST IN PROVIDING ITS CUSTOMERS WITH INTRODUCTIONS TO ATTORNEYS AND LAW FIRMS. ENVOY GLOBAL IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL REPRESENTATION OR ADVICE, EXCEPT TO THE EXTENT THAT ENVOY GLOBAL EMPLOYEES MAY ASSIST THE LAW FIRM IN ITS PROVISION OF LEGAL SERVICES, UNDER THE LAW FIRM AND ITS ATTORNEYS’ SUPERVISION AND DIRECTION, PURSUANT TO APPLICABLE LAWS AND RULES OF PROFESSIONAL RESPONSIBILITY. NEITHER THIS WEBSITE NOR THE PROVISION OF SUPPORT SERVICES BY ENVOY GLOBAL IS INTENDED TO CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND ENVOY GLOBAL.
IN ADDITION TO THESE TERMS, PLEASE REVIEW OUR PRIVACY POLICY, FOUND HERE, FOR DETAILED INFORMATION ABOUT OUR PRIVACY PRACTICES AND YOUR DATA.
- GENERAL SERVICE TERMS
1.1 Envoy Global is a provider of the following “Support Services”:
1.1.1 Envoy Global’s technology platforms which may be made available through www.envoyglobal.com, app.envoyglobal.com, Envoy Global’s mobile applications and related technology and tools (collectively, the “Platform”), licensed to the Company, during the Term (as defined in Section 1.6.2) and subject to Company’s compliance with this Agreement, to access and use the Platform to view and manage the immigration and consular service matters opened in the Platform for Your internal business purposes (“Matters”);
1.1.2 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 as well as business visa and consular support services (“Immigration Services”) through Envoy Global, its Affiliates (as defined in Section 1.2.1), and its network of global immigration providers or local representatives engaged to assist with Matters (“Local Representatives”); and
1.1.4 introduction to an independent law firm, and its related attorneys and support staff, who have been trained to use the Platform and agreed to use the Platform as the client technology solution (the “Law Firm” and as selected and approved by You, “Your Law Firm”) in conjunction with their preparation and submission of 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 Firm may include Corporate Immigration Partners, P.C., its respective successors and assigns, or another law firm who has agreed with You and Us to provide Legal Services to Envoy Global customers and that has been selected by You to be Your counsel. Envoy Global will provide You with information regarding the Law Firm. You, and not Envoy Global, will have final authority to retain the Law Firm. The Legal Services will be 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 Global is not a law firm and does not provide legal representation or advice, except to the extent that Envoy Global employees may assist the Law Firm in its provision of Legal Services, under the Law Firm and its attorneys’ supervision and direction, pursuant to applicable laws and rules of professional responsibility governing the practice of law.
1.2 Subject to the provisions hereof, Envoy Global hereby grants You a limited, non-transferable, non-sub-licensable, non-exclusive license to use the Support Services (including the Platform) 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.
1.2.1 You may extend Your license to the Support Services to Your Affiliates, provided You request and receive consent in advance from Envoy Global with respect to each Affiliate. Envoy Global shall not unreasonably withhold or delay such consent. You also agree that You will be responsible for Your Affiliates’ compliance with this Agreement. You hereby authorize Envoy Global to share the content of this Agreement with Your Affiliates. “Affiliate(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
1.3 During the Term of the Agreement, Company directs Envoy Global to give Your Law Firm access to its account on the Platform in connection with Your Law Firm’s provision of the Legal Services to You.
1.4 In order for Envoy Global and Your Law Firm or the Local Representatives, as applicable, to effectively prepare and complete Your Matters, You must provide all necessary documentation, information, and other required materials in a timely fashion. You must also otherwise cooperate with Envoy Global, 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 reasonable cooperation may negatively impact the quality of the Legal Services and Immigration Services You receive, cause the delay or denial of immigration applications, and result in termination of this Agreement and any associated representation by Your Law Firm or assistance from Local Representatives.
1.5 This Agreement governs all use of the Platform and 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.
1.6 Term and Termination
1.6.1 This Agreement shall become effective on the date that You first register on, access, or use the Platform.
1.6.2 This Agreement shall continue in full effect until it is 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 (the “Term”). Subject to payment of all fees as set forth hereinbelow, You may terminate Your relationship with Envoy Global 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 this Agreement, subject to any continuing obligations that may be owed by Your Law Firm pursuant to applicable laws and rules of professional responsibility governing the practice of law.
1.6.3 Upon termination of this Agreement, Envoy Global will transition Your Matters back to You or another provider identified by You and refund to an account identified by You any Credits (as defined in Section 4.4) remaining after the transition, termination, or completion of all Matters and satisfaction of all invoices. All provisions of this Agreement which by their nature should survive, will survive, including, without limitation, fees and payment provisions, condition and warranty disclaimers, and limitations of liability.
2. SERVICE REPRESENTATIONS
2.1 Envoy Global represents and warrants that (a) Envoy Global 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 in a good and workmanlike manner, and (c) Envoy Global will devote sufficient resources to perform the Support Services in a timely and reliable manner.
3. CONFIDENTIALITY AND DATA SECURITY
3.1 “Confidential Information” means (a) any proprietary information that is disclosed to either Party under this Agreement, including but not limited to actual or anticipated business plans, technical data, trade secrets and know-how, (b) information that identifies or can be used to identify or authenticate an individual, and (c) any privileged and confidential communications facilitated by Envoy Global 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 either Party or that either Party can show by written documentation was in its possession without any obligation of confidentiality prior to its receipt of that information.
3.2 The Parties will implement appropriate systems and processes to maintain Confidential Information in accordance with this Agreement, and the Parties will not, during or subsequent to the Term of this Agreement, use or otherwise process Confidential Information for any purpose whatsoever other than the performance (or with respect to Company, receipt or evaluation) of the Support Services. Envoy Global will not disclose Your Confidential Information to anyone other than Our Authorized Parties, unless required by applicable law or valid judicial process. “Our Authorized Parties” means (i) the employees, subcontractors, and representatives of Envoy Global and its Affiliates who have a need to know such Confidential Information to enable Envoy Global to perform its obligations under this Agreement, (ii) Your Law Firm, (iii) the Local Representatives, (iv) government agencies to whom We transfer Confidential Information in connection to Your Matter, and (v) third parties to whom You have authorized Envoy Global or any of the parties listed in (i)-(iv) to make disclosures for purposes of pursuing Your Matters. Company will not disclose Envoy Global’s Confidential Information to anyone other than Your Authorized Parties, unless required by applicable law or valid judicial process. “Your Authorized Parties” means Company’s employees, representatives, and subcontractors who have a need to know such Confidential Information to enable Envoy Global to perform the Support Services under this Agreement. Both Our Authorized Parties (except government agencies to whom We transfer Confidential Information in connection to Your Matter) and Your Authorized Parties shall be subject to confidentiality duties or obligations with regard to Confidential Information that are substantially similar to those set forth in this Agreement.
3.3 The Envoy Global Data Protection Addendum (which is incorporated by reference and can be accessed at https://www.envoyglobal.com/envoy-data-protection-addendum/) shall apply in respect of any “Personal Data” (as defined in the Envoy Global Data Protection Addendum) provided or processed through the Support Services.
3.4 During the Term of this Agreement, Envoy Global and Company shall maintain and abide by a documented information security program materially in accordance with applicable data security and privacy laws and industry standards. The Parties’ information security programs shall include administrative, technical, physical, organizational and operational safeguards and other security measures designed to help achieve (a) the safeguarding of Confidential Information and Personal Data contained in both paper and electronic records; (b) the security and confidentiality of Confidential Information and Personal Data in a manner consistent with applicable industry standards; (c) protection against anticipated threats or hazards to the security or integrity of Confidential Information and Personal Data; and (d) protection against any unauthorized access, processing, loss, use, disclosure or acquisition of any Confidential Information and Personal Data. Envoy Global and Company shall regularly test and monitor the effectiveness of its safeguards, controls, systems and procedures and periodically identify reasonably foreseeable internal and external risks to the security, confidentiality and integrity of the Personal Data, and ensure that these risks are addressed.
4. FEES AND PAYMENT
4.1 The fees associated with the Support Services furnished to You by Envoy Global and the Local Representatives, and the Legal Services furnished by Your Law Firm as applicable (collectively, “Service Fees”), and fees for expenses associated with pursuing the application, including without limitation government filing and consular application fees, legalization or apostille fees, and other necessary direct costs, will be assessed as set forth in the Price Quotation You receive upon opening an individual case (“Price Quotation”). All fees (including, without limitation, Support Services and Legal Services fees) will be due and payable upon Your receipt of the invoice. In the event that any amounts due under this Agreement are not paid within thirty (30) days or otherwise in accordance with the terms hereof, then in addition to all other remedies available under this Agreement or at law (which Envoy Global does not waive by the exercise of any rights set forth in this Section), Envoy Global may set off against, deduct from and recoup any such overdue amounts from Credits (as defined in Section 4.4) and may elect to apply interest to such amounts from the date that such amounts were due, at the maximum rate permissible under applicable law, plus all expenses of collection, until all such amounts are fully paid. Failure to pay such fees may also result in the suspension or termination of Your access to the Support Services and, where applicable, the termination of representation by Your Law Firm, subject to applicable law. Where necessary to pursue the Matter, additional fees for expenses (e.g., for overnight courier, translation, or medical examination) will be invoiced to You. You acknowledge that Envoy Global 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 receive invoices or statements directly from Your Law Firm for any Legal Services. Amounts paid by You toward government filing fees will not be held by Envoy Global in segregated accounts prior to Envoy Global’s payment of those amounts at the time of the filing of an application or other fee-triggering stage.
4.2 If You have an agreement with Your employee or candidate concerning sharing of the fees for a Matter concerning such employee or candidate, Envoy Global will use commercially reasonable efforts (for up to sixty (60) days) to facilitate acceptance of such shared payments on Your behalf to the extent permissible under applicable law, provided You inform Envoy Global of such agreement before the applicable Matter is submitted to the government. In no event will Envoy Global be obligated to collect unpaid fees from Your employee or candidate. In any and all circumstances, You are and remain solely responsible for payment of all fees (including, without limitation, Service Fees which include all fees for Support Services and Legal Services, as applicable) incurred in conjunction with the processing of Your Matters.
4.3 If after you accept this Agreement and the Price Quotation, governmental agencies increase filing fees or impose additional costs for filing Your application(s), these costs will be added to the applicable invoice. Envoy Global reserves the right to adjust fees for filings if, at the time of such filing, there is a change in costs due to foreign currency exchange fluctuations versus the currency agreed between the Parties. Additional amounts arising under this Section 4.3, if any, will be invoiced to You as set forth above (or, if you have a credit card on file with Envoy Global, charged to Your credit card at the time of filing), depending on the payment terms agreed by Envoy Global for Your Matter.
4.4 In the event that You terminate a Matter prior to completion, or Envoy Global 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 Service Fees attributable to work already performed on, and fees for expenses incurred with respect to, such Matter through the date Envoy Global receives notice of the termination of the Matter. For amounts prepaid by You on a Matter that You terminate prior to completion, Envoy Global will retain a portion of the prepaid amount to cover work already performed on, and fees for expenses incurred with respect to, the Matter. In the event of termination prior to completion, the percentage of fees that will be owed by You or retained by Envoy Global if prepaid by You, will depend on the status of Your Matter. Prepaid Service Fees and fees for expenses 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 all cases, Envoy Global reserves the right to request adequate documentation to ensure that Credits will be refunded to the correct entity and to comply with obligations to prevent money laundering, fraud, and other prohibited practices. In the event Your account has available funds in a Credit or Prepayment, You acknowledge that these amounts will not be held by Envoy Global 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 cases 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 non-U.S. inbound cases that terminate prior to completion:
| Assessment | Refund % |
| Cancelled within 24 hours of initiation, where research has not commenced and/or assessment result has not yet been delivered | 100% of Assessment Fee |
| Cancelled after 24 hours of initiation or cancelled after research has commenced and/or assessment result has already been delivered | No Refund |
| Other Services | Refund % |
| Cancelled after Matter commenced and preliminary preparation | 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 documents received and prepared to file | 25% of Matter Created Fees,
100% Filing Fees |
| Cancelled after submission to government | No Refund |
4.5 We will invoice You for Our provision of the Support Services in U.S. Dollars unless otherwise permitted by Us in Our sole discretion.
5. DISCLAIMERS AND LIMITATIONS OF LIABILITY
5.1 ENVOY GLOBAL AND ITS AFFILIATES MAKE NO WARRANTY, EXPRESS OR IMPLIED, THAT THE PLATFORM, THE FUNCTIONALITY CONTAINED THEREIN, OR ANY OTHER APPLICATIONS OR MATERIALS FURNISHED BY ENVOY GLOBAL OR ITS AFFILIATES WILL BE OPERATED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS. WHILE ENVOY GLOBAL AND ITS AFFILIATES HAVE TAKEN PRECAUTIONS TO PROTECT THE SECURITY OF THE PLATFORM, ENVOY GLOBAL AND ITS AFFILIATES CANNOT AND DO 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 GLOBAL OR ITS AFFILIATES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ENVOY GLOBAL AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL CONDITIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABLE QUALITY, 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 GLOBAL OR ITS AFFILIATES 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 IN NO EVENT WILL YOU, ENVOY GLOBAL, OR ITS AFFILIATES BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES OR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF OPPORTUNITY, LOSS OF CONTRACTS, LOSS OF DATA, LOSS OF GOODWILL OR REVENUE, OR FAILURE TO REALIZE EXPECTED SAVINGS ARISING OUT OF OR RELATING TO THE SUPPORT SERVICES OR THIS AGREEMENT.
5.4 EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AND CUMULATIVE LIABILITY OF YOU, ENVOY GLOBAL, OR ITS AFFILIATES, FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL SERVICE FEES PAID BY COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, CAPPED AT FIFTY THOUSAND DOLLARS ($50,000).
5.5 SECTION 5.3 AND SECTION 5.4 APPLY TO CLAIMS FOR DAMAGES AND SHALL NOT APPLY TO ANY AMOUNTS OWED FOR OR DISPUTES RELATED TO PAYMENT FOR SUPPORT SERVICES, LEGAL SERVICES OR GOVERNMENT FILING FEES.
5.6 UNDER NO CIRCUMSTANCES WILL ENVOY GLOBAL OR ITS AFFILIATES 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.
5.7 YOU UNDERSTAND AND AGREE THAT THE FOREGOING DISCLAIMERS, WAIVERS, AND LIMITATIONS OF LIABILITY ARE MATERIAL INDUCEMENTS FOR ENVOY GLOBAL’S ACCEPTANCE OF THIS AGREEMENT, AND ITS FURNISHING OF SUPPORT SERVICES TO YOU PURSUANT TO THIS AGREEMENT.
6. INDEMNIFICATION
6.1 Subject to Section 5 of this Agreement, each Party (the “Indemnifying Party”) agrees to hold the other Party together with its officers, directors, employees, Affiliates and agents (collectively, the “Indemnitee”) harmless from and against any and all claims made by any person who is not a Party to this Agreement or an Affiliate of a Party (a “Third-Party Claim”) arising out of the Indemnifying Party’s (a) violation of any applicable laws, including federal, state or local laws, statutes, rules or regulations or (b) fraud or breach of representations and warranties contained in this Agreement. The Indemnifying Party will indemnify the Indemnitee for the resulting costs and damages finally awarded against the Indemnitee by a court of competent jurisdiction to such third party or sums agreed to in settlement, including, without limitation, (i) amounts payable by the Indemnitee to third parties, and (ii) the costs of extending benefits to affected data subjects as required by applicable law. In no event shall the Indemnifying Party be responsible under this Section 6 to the proportionate extent that a claim arose from the acts or omissions of the Indemnitee.
6.2 If a Third-Party Claim is made against an Indemnitee as to which such Indemnitee is or reasonably expects to be entitled to indemnification pursuant to this Agreement, such Indemnitee shall provide written notice to the Indemnifying Party, promptly (and in any event within thirty (30) days) after receipt by such Indemnitee of written notice of the Third-Party Claim, which notice shall include reasonable detail and, at a minimum, a copy of the Third-Party Claim and a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim.
6.3 An Indemnifying Party shall be entitled (but shall not be required) to assume, control the defense of, and settle any Third-Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel if it gives written notice of its intention to do so to the Indemnitee within thirty (30) days of the receipt of notice from such Indemnitee of the Third-Party Claim. After a notice from an Indemnifying Party to an Indemnitee of its election to assume and control the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense at its own expense and, in any event, shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party.
7. DISPUTE RESOLUTION
7.1 YOU AND ENVOY GLOBAL WAIVE THE RIGHT TO TRIAL BY JURY 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.
7.2 You and Envoy Global shall first attempt to resolve any dispute or claim arising between You and Envoy Global pursuant to this Agreement through informal discussions prior to initiation of any arbitration.
7.3 If the Parties are unable to resolve any dispute or claim through informal discussions, the Parties agree to submit such disputes exclusively to final and binding arbitration. Any arbitration conducted pursuant to this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. The Parties agree that, by entering into this Agreement, they are each waiving the right to a trial by jury or to participate in a class action. The arbitration will be governed by the Arbitration Rules of the International Chamber of Commerce (the “ICC”), as modified by this Agreement, and will be administered by the ICC. Unless otherwise agreed by the Parties in writing, the arbitration will be held in the United States of America in Chicago, Illinois and will be conducted in the English language. The arbitrator is bound by this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and interpretation of the arbitration provision. The Parties agree that in any arbitration of a dispute or claim, the Parties will not rely for preclusive effect on any award or finding of fact or conclusion of law made in any other arbitration of any dispute or claim to which either Company or Envoy Global was a party. The arbitration award will be in writing and will specify the factual and legal basis for the award. The arbitration award will be final and binding upon the Parties, and any judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof in accordance with Section 7.4.
7.4 Unless set forth otherwise in this Agreement, You and Envoy Global each agree that this Agreement is made pursuant to and governed by the substantive law of Illinois, without giving effect to its rules for conflicts of laws. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. To the extent any court proceedings arise from or relate in any manner to any dispute between Envoy Global and Company arising out of, relating to, or referencing this Agreement or its breach in any way, such proceedings shall be brought in, and only in, a United States federal or Illinois state court sitting in Chicago, Illinois. Each Party hereby consents to the exercise of jurisdiction by such courts and irrevocably waives any objection that such Party may now or later have based on venue or forum non conveniens with respect to any action initiated in such courts. This choice of jurisdiction does not prevent Envoy Global from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations, or from seeking remedies to collect unpaid fees, in any appropriate jurisdiction.
7.5 For the purpose of this Agreement, “dispute or claim” means any assertion of a right, dispute or controversy between You and Envoy Global 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. Any such dispute or claim may be made only against the Parties expressly identified in the Agreement, and no other entities (including Affiliates of a Party) shall have any liability for any obligations or liabilities arising under, in connection with, or related to this Agreement or the Support Services.
8. COMPLETE AGREEMENT, NO AGENCY OR THIRD-PARTY BENEFICIARIES
8.1 This Agreement, together with the Envoy Global Local Regulation Terms (accessible at https://www.envoyglobal.com/envoy-global-local-regulation-terms/), the Envoy Global Platform Terms of Use (accessible at https://www.envoyglobal.com/envoy-platform-terms-of-use/), and each Price Quotation issued pursuant to this Agreement, comprise the complete agreement of the Parties with respect to the subject matter therein, and supersede all prior and contemporaneous understandings, agreements, representations, conditions, and warranties, both written and oral, regarding such subject matter, including any confidentiality agreements entered into by the Parties used for Your evaluation of the business relationship contemplated in this Agreement.
8.2 You grant Envoy Global and its Affiliates the right to add Your name and company logo to their customer lists and websites.
8.3 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, including but not limited to Your employees or candidates.
8.4 The Parties acknowledge and agree that this Agreement and the Support Services are for Your benefit only, and (notwithstanding Section 4.2) Envoy Global is not providing Support Services or any other goods or services to Your employees or candidates. You shall hold Envoy Global and its officers, directors, employees, Affiliates and agents harmless from and against any and all claims made by any employee or candidate in respect of Envoy Global’s performance of its obligations under this Agreement, and will indemnify Envoy Global for any resulting costs, damages or losses suffered in connection with any such claim.
9. ANTI-BRIBERY, TRADE SANCTIONS, AND ANTI-BOYCOTT
9.1 Envoy Global represents and warrants to You that it has a written policy prohibiting all of its officers, directors, employees, agents, or other representatives from engaging in any form of commercial bribery or from otherwise offering 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 Global. Envoy Global shall comply with its policies that are designed to 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.
9.2 You represent and warrant to Envoy Global that You are aware of, understand, and have complied and will comply with all applicable U.S. and foreign anti-corruption laws, including without limitation the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010, and similarly applicable anti-corruption and anti-bribery laws.
9.3 You represent and warrant to Envoy Global that neither You, nor any of Your Matters, are or 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 of the U.S. Department of the Treasury; (b) subject to a blocking order by the U.S. Government or other relevant government sanctions authority; (c) owned or controlled, directly or indirectly, individually or in aggregate, by any individual, entity, organization, or government described in Sections 9.3(a) and 9.3(b); or (d) otherwise prohibited from using, benefiting from or accessing the Support Services. In addition, You represent and warrant to Envoy Global that You are not located, organized in, or otherwise ordinarily resident in any jurisdiction that is the target of comprehensive economic sanctions or a trade embargo imposed by the United States or other relevant government sanctions authority.
9.4 In the event Envoy Global reasonably believes Company has breached or is breaching any portion of Section 9 of this Agreement, Envoy Global is permitted to immediately terminate this Agreement without penalty.
10. MISCELLANEOUS
10.1 Neither Party may assign or otherwise transfer this Agreement or any rights hereunder without the prior written consent of the other Party; provided, however, either Party may, without the necessity of obtaining consent, assign this Agreement to an Affiliate or to a successor entity in the event of a merger, consolidation, corporate reorganization, or sale of its business or all or substantially all of its assets.
10.2 The failure or delay of either Party to enforce any of its rights under this Agreement shall not constitute a waiver of such rights, any other rights, or any future rights arising hereunder. No waiver of any rights under this Agreement shall be effective unless it is in writing and executed by the Party waiving such rights.
10.3 In no event shall Envoy Global be held responsible or liable for any failure or delay in the performance of its obligations set forth in this Agreement arising out of or caused by, directly or indirectly, forces beyond its control, including, but not limited to, strikes, work stoppages, sabotage, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services (a “Force Majeure Event”). Envoy Global shall use commercially reasonable efforts to mitigate the effects of such Force Majeure Event, remedy its inability to perform, and resume full performance of its obligations hereunder.
10.4 All rights and remedies of the Parties under this Agreement shall be cumulative and none shall exclude or prejudice any other right or remedy available to the Parties under law or by virtue of the provisions of this Agreement.
10.5 If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision hereof shall be valid and enforced to the fullest extent permitted by law.
10.6 This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
10.7 By using the Platform to receive the Support Services, to receive and pay invoices, and otherwise to engage with Envoy Global and (to the extent You do so) Your Law Firm using the Platform, You are giving Your affirmative consent to receive information and disclosures, and to interact with Envoy Global 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, employees, and candidates on the Platform electronically.
10.8 Any notice or request required or permitted by this Agreement shall be in writing and shall be deemed given if sent by the individual or email address set forth below via prepaid registered or certified mail, return receipt requested, overnight delivery with a nationally recognized overnight courier, or sent by electronic mail, addressed to the person indicated below or to such other person or address for which a Party gives notice hereunder. Notices will be deemed given three (3) business days after deposit in the mail, one (1) business day after deposit with an overnight courier, or when confirmation of receipt is obtained if sent by electronic mail.
If to Envoy Global:
Envoy Global, Inc.
230 West Monroe Street, Suite 2700
Chicago, Illinois 60606
Attention: Legal Department
Email: legal@envoyglobal.com
If to Company: The contact information provided by Company on the Platform.