Business Account Terms and Conditions

Effective Date: July 15, 2024

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 unless You and Envoy have entered into a mutually executed written agreement stating applicable terms and conditions.

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.

THESE TERMS CONSTITUTE A CONTRACT BETWEEN YOU AND ENVOY (THE “AGREEMENT”). IN THIS AGREEMENT, THE WORDS “COMPANY”, “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 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 PROVIDES SUPPORT SERVICES. FROM TIME TO TIME, ENVOY MAY ASSIST IN PROVIDING ITS CUSTOMERS WITH INTRODUCTIONS TO ATTORNEYS AND LAW FIRMS. ENVOY IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL REPRESENTATION OR ADVICE, EXCEPT TO THE EXTENT THAT ENVOY 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 IS INTENDED TO CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND ENVOY.

IN ADDITION TO THESE TERMS, PLEASE REVIEW OUR PRIVACY POLICY, FOUND HERE, FOR DETAILED INFORMATION ABOUT OUR PRIVACY PRACTICES AND YOUR DATA.

Article I
Provisions Governing Envoy’s Services

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 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 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 Affiliates (as defined in Section 1.2.1) and network of global immigration providers or local representatives engaged to assist with Matters in countries outside the United States (collectively “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 customers and that has been selected by You to be Your counsel. Envoy will provide You with information regarding the Law Firm. You, and not Envoy, 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 is not a law firm and does not provide legal representation or advice, except to the extent that Envoy 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 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.

1.2.1  You may extend Your license to the Support Services to Your Affiliates, provided You request and receive consent from Envoy with respect to each Affiliate. Envoy 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 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 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 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 reasonable cooperation may negatively impact the quality of the Legal Services and Global 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 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.

1.6       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 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 (the “Term”). Subject to payment of all Fees as set forth herein below, 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 this Agreement, subject to our reasonable assistance as 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 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, 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, and (c) Envoy will devote sufficient resources to ensure that the Support Services are
performed 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 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 Confidential Information for any purpose whatsoever other than the performance of the Support Services. Envoy will not disclose Your Confidential Information to anyone other than Envoy’s Authorized Parties, unless required by applicable law or valid judicial process. “Envoy’s 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) the 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. Company will not disclose Envoy’s Confidential Information to anyone other than Company’s Authorized Parties, unless required by applicable law or valid judicial process. “Company’s Authorized Parties” means Company’s employees and subcontractors who have a need to know such Confidential Information to enable Envoy to perform the Support Services under this Agreement. Both Envoy’s Authorized Parties and Company’s 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    Envoy and Company shall comply with their respective obligations set out in the Envoy Data Protection Addendum (which is incorporated by reference and can be accessed at https://www.envoyglobal.com/envoy-data-protection-addendum/) in respect of any “Personal Data” (as defined in the Envoy Data Protection Addendum) processed under this Agreement.

3.4    During the Term of this Agreement, Envoy 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 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. Envoy shall employ restrictions and standards substantially similar (or more protective) to those set forth on Exhibit B of the Envoy Data Protection Addendum.

3.5    Envoy agrees to notify You of a “Data Breach” as defined in and in accordance with, the Envoy Data Protection Addendum. Envoy and Company will comply with all applicable laws and regulations that require notification or impose other requirements upon the custodian of the Personal Data in the event of a Data Breach.

3.6    Promptly upon Your written request and termination of this Agreement and subject to Envoy’s document retention policy and any applicable legal requirements, 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.

4. FEES AND PAYMENT

4.1    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 pre-approved (including via email) 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”). The Price Quotation You receive upon opening a case will always reflect the then-current Envoy prices. Together, the Agreement and the Price Quotation will govern those Matters specified on each such Price Quotation. You agree to pay the charges set forth in each Price Quotation generated for You pursuant to this Agreement. You agree that You are solely responsible for payment of all fees (including, without limitation, Service Fees which include all fees for Support Services and Legal Services) incurred in conjunction with the processing of Your Matters. 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. All Service Fees (including, without limitation, Support Services and Legal Services fees) will be due and payable upon receipt of Envoy’s invoice to You. In the event that any amounts due under this Agreement are not paid in accordance with the terms hereof, then in additional to all other remedies available under this Agreement or at law (which Envoy does not waive by the exercise of any rights set forth in this Section), Envoy 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 a late fee. Service Fees do not cover consular application fees, medical exam fees, and any other fees associated with obtaining the required documentation for Your case (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 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 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.

4.2    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, provided You inform Envoy of such agreement before the applicable Matter is submitted to the government. If Your employee or candidate does not provide payment within 60 days of receipt of invoice, in no event will Envoy be obligated to collect unpaid fees from Your employee or candidate. In any and all circumstances, 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.

4.3    If after you accept this Agreement and the Selected Package Price Quotation, governmental agencies increase filing fees or impose additional costs for filing 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 4.3, 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.

4.4    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. 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 all cases, Envoy 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 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 Global Services 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

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    NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO THE SUPPORT SERVICES OR THIS AGREEMENT.

5.4       IN NO EVENT WILL EITHER PARTY’S TOTAL AND CUMULATIVE LIABILITY, 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). THIS SECTION 5.4 APPLIES 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.

5.5   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. 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 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   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 7 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”).

7.2   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.

7.3  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: Legal Department. 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. 

7.4   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 American Arbitration Association (the “AAA“) website at https://www.adr.org. 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.

7.5  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. 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 Section’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.

7.6   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, the Parties 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.

7.7    Unless set forth otherwise in this Agreement, 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 for conflicts of laws. To the extent any court proceedings arise from or relate in any manner to any dispute between Envoy 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. 

8. COMPLETE AGREEMENT, NO AGENCY OR THIRD-PARTY BENEFICIARIES

8.1    This Agreement, together with 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, 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 the right to add Your name and company logo to its customer lists and website.

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 is not providing Support Services or any other goods or services to Your employees or candidates. You shall hold Envoy 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’s performance of its obligations under this Agreement, and will indemnify Envoy 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 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. Envoy 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 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 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 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    You represent and warrant to Envoy that You shall not, directly or indirectly, take any action that would cause Envoy to be in violation of applicable U.S. federal or state anti-boycott laws including but not limited to those set forth under the U.S. Export Administration Act or the U.S. Internal Revenue Code, or any regulations thereunder.

9.5    In the event Envoy reasonably believes Company has breached or is breaching any portion of Section 9 of this Agreement, Envoy 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 either Party 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”). Each Party 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 the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) 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 relating to the Services Fees, and otherwise to engage with Envoy 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 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.

10.8  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 United States 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 United States 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:                   

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.

Article II
Additional General Provisions
Governing Use of the Platform

11. Permitted Use of The Platform

11.1 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 to use Envoy’s Support Services and Your Law Firm’s Legal Services for Your Matters, and solely in compliance with this Agreement.

12. Prohibited Use of The Platform

12.1 By accessing the Platform, you agree that you will not:

12.1.1 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;

12.1.2 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 this Agreement), the Content or Service in any way;

12.1.3 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;

12.1.4 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;

12.1.5 Mirror or frame the Platform or any part of it on any other web Platform or web page;

12.1.6 Attempt to gain unauthorized access to the Platform;

12.1.7 Access the Platform by any means other than through the interface that is provided by Envoy for use in accessing the Platform;

12.1.8 Use the Platform for any purpose or in any manner that is unlawful or prohibited by this Agreement; and

12.1.9 Use of any Content or the Platform in a manner that may violate patent, copyright, trademark, and other laws.

13. Copyrights and Trademarks

13.1 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. 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 Platform are protected trade dress. The Company does not receive any right or license to use the foregoing. Envoy may use and incorporate into the Platform or the Support Services any suggestions or other feedback You provide, without payment or condition.

13.2 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 support@envoyglobal.com.

14. Information and Materials You Post or Provide

14.1 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 this Agreement.

15. Links to Third-Party Web Sites

15.1 Links on the Platform to third-party web sites or information are provided solely as a convenience to You. If you use these links, You will leave the Platform. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Envoy of the third party, the third-party web site, or the information there. Envoy is not responsible for the availability of any such web sites. Envoy is not responsible or liable for any such web sites or the content thereon. If You use the links to the web sites of Envoy Affiliates or service providers, You will leave the Platform and will be subject to this Agreement and privacy policy applicable to those web sites.

16. Downloading Files

16.1 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.

17. Indemnification

17.1 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 this Agreement.

18. Correction of Errors and Inaccuracies

18.1 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.