THIS IS A CONTRACT BETWEEN THE ENTITY NAMED IN THE APPLICABLE CUSTOMER FIELD HEREIN (“YOU” or “YOUR”), AND VISALEX, LLC (“VISALEX”), A DELAWARE LIMITED LIABILITY COMPANY (the “AGREEMENT”). THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND LIMITATIONS ON VISALEX’S LIABILITY TO YOU. PLEASE READ IT CAREFULLY. BY CLICKING “I AGREE” BELOW AND CONTINUING TO USE THE VISALEX SITE, 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 VISALEX YOU ARE AGREEING TO THESE TERMS FOR EVERY CASE YOU OPEN UNDER THIS ACCOUNT.
1.1 VISALEX is a provider of technology, tools, and administrative support (“Support Services”) for its customers’ immigration matters (“Matters”). Any legal services provided in conjunction with Your Matters will be provided by the attorneys at American Immigration Associates, LLC (“AIA”), an Illinois professional limited liability company, or other attorneys who have agreed with You and Us to provide legal services to VISALEX customers (collectively, “Attorneys”), in conjunction with the 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 similar visa services for persons seeking entry into non-US jurisdictions.
1.2 In order for VISALEX and the Attorneys to prepare and complete Your Matters effectively, You must provide VISALEX with all necessary documentation, information, and other required materials in a timely fashion. You must also otherwise cooperate with VISALEX and the Attorneys, with respect to Your Matters as either may reasonably request from time to time. Failure to provide such cooperation may result in termination of this Agreement, and any associated representation by the Attorneys.
1.4 You may request the return of printed documents and other tangible physical materials provided by You to VISALEX or copies of government filings made on Your behalf (to the extent copies of such filings are in the possession of VISALEX), in conjunction with a termination of this Agreement. VISALEX will return the relevant tangible physical materials and/or filing copies in its possession to You within a reasonable time after receipt by VISALEX of Your written request. With respect to information provided electronically by You or filed electronically on Your behalf, You may also make a written request for the deletion of any such information that is in the possession of VISALEX, subject to the then-current VISALEX data backup and retention policy, and applicable law.
2.1 VISALEX represents and warrants that (a) VISALEX 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 VISALEX’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) VISALEX 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 VISALEX 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 VISALEX 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 VISALEX for You and the Attorneys. Confidential Information does not include information that has become publicly known and made generally available through no wrongful act of VISALEX or that VISALEX 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 VISALEX 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. “Authorized Parties” means (i) VISALEX’s employees and subcontractors who have a need to know such Confidential Information to enable VISALEX to perform its obligations under this Agreement, (ii) the Attorneys, (iii) local representatives engaged to assist with Matters in countries outside the United States and (iv) third parties, including government agencies, to whom you have authorized VISALEX or AIA to make disclosures for purposes of pursuing your immigration goals.
3.1 Fees for the Support Services and technology platform furnished to You by VISALEX, and for the legal representation to be furnished by the Attorneys (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 price quotation generated for You by VISALEX in conjunction with Your acceptance of this Agreement. You agree that the charges set forth in that quotation will be invoiced to You (or, if You have a credit card on file with VISALEX, charged to the credit card on Your file) upon Your acknowledgement of acceptance of these Terms and Conditions. Any fees (including, without limitation, Service Fees) which are not paid in advance by credit card will be due and payable by You upon receipt of VISALEX’s invoice to You. In the event that any undisputed amounts due under this Agreement are not paid upon receipt of VISALEX’s invoice to You, VISALEX may set off against, deduct from and recoup any such overdue amounts from Credits (defined below) on Your account. VISALEX 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 charged to You. You acknowledge that amounts paid by You toward government filing fees will not be held by VISALEX in segregated accounts prior to VISALEX’s payment of those amounts to the appropriate governmental agency. In the event your account has available funds in a Credit or Retainer, You acknowledge that these amounts will not be held by VISALEX in segregated accounts. For clarification, the term “Retainer” 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 “Retainer” does not represent advance payment for specific cases or fees.
3.2 If You have an agreement with Your employee or candidate concerning sharing of the fees for a Matter concerning such employee, VISALEX will use commercially reasonable efforts to facilitate acceptance of such shared payments to the extent permissible under applicable law. However, in no event will VISALEX be required to collect unpaid fees from Your employee. You are and remain solely liable to VISALEX for payment of fees in connection with any Matter You initiate pursuant to this Agreement.
3.3 If governmental agencies increase filing fees or impose additional costs for filing of Your application(s), You will be solely responsible for these costs. VISALEX 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 VISALEX, charged to Your credit card at the time of filing), depending on the payment terms agreed by VISALEX for Your Matter.
3.4 In the event that You terminate a Matter prior to completion, or VISALEX 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 VISALEX receives notice of the termination of the Matter. For amounts prepaid by You on a Matter that You terminate prior to completion, VISALEX 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. 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 of termination prior to completion, the percentage of fees that will be owed by You or retained by VISALEX if prepaid by You, will depend on the status of Your case. There is no refund on fully automated cases, which do not include Attorney reviews. The following sets out the percentage of fees that apply to cases with attorney review that terminate prior to completion:
4.1 If You and VISALEX are unable to resolve any dispute or claim arising between You and VISALEX pursuant to this Agreement through informal discussions, You and VISALEX 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 VISALEX are each waiving the right to a trial by jury or to participate in a class action. You and VISALEX 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 VISALEX 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. VISALEX 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 VISALEX should be addressed to: VisaLex, LLC, Notice of Dispute, 111 N Magnolia Ave, Suite 1025, Orlando, FL 32801, ATTN: Chief Legal 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 VISALEX and You do not reach an agreement to resolve the claim within 30 days is received, either You or VISALEX may commence an arbitration proceeding.
4.4 The arbitration will be governed by the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (the “AAA”), as modified by this Agreement, and will be administered by the AAA. The arbitrator is bound by this Agreement. All issues are for the arbitrator to decide, except issues relating to the scope, enforceability, and interpretation of the arbitration provision. The parties agree that in any arbitration of a dispute or claim, neither party will rely for preclusive effect on any award or finding of fact nor conclusion of law made in any other arbitration of any dispute or claim to which VISALEX was a party.
4.5 The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Further, unless both You and VISALEX agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other customers. Neither You nor we may seek non-individualized relief that would affect other customers. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
5.1 VISALEX MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT: (A) THE WEBSITE AT WWW.VISALEX.COM OR CLIENT.VISALEX.COM (“SITES”), THE FUNCTIONALITY CONTAINED THEREIN, OR ANY OTHER APPLICATIONS OR MATERIALS FURNISHED BY VISALEX WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES, APPLICATIONS, OR MATERIALS FURNISHED BY VISALEX WILL BE ACCURATE; OR (C) THE QUALITY OF ANY SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES OR THEIR ASSOCIATED FUNCTIONALITY WILL MEET YOUR REQUIREMENTS. ALL MATERIALS, INFORMATION, DOCUMENTS OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE SITES OR OTHERWISE FURNISHED TO YOU BY VISALEX ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VISALEX 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 THE SITES AND USE OF THE APPLICATIONS, MATERIALS AND FUNCTIONALITY CONTAINED THEREIN IS AT YOUR OWN RISK. IN NO EVENT WILL VISALEX 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 SITES, 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 VISALEX, TOGETHER WITH ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS (“THE VISALEX 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 VISALEX HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.4 ADDITIONALLY, YOU AGREE TO HOLD THE VISALEX 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,
5.5 IN NO EVENT WILL VISALEX BE LIABLE TO YOU FOR ANY AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY PAID BY YOU TO VISALEX PURSUANT TO THIS AGREEMENT, FOR THE SUPPORT SERVICES GIVING RISE TO YOUR CLAIM.
5.6 YOU UNDERSTAND AND AGREE THAT THE FOREGOING DISCLAIMERS, WAIVERS, AND LIMITATIONS OF LIABILITY ARE MATERIAL INDUCEMENTS FOR VISALEX’S ACCEPTANCE OF THIS AGREEMENT, AND ITS FURNISHING OF SUPPORT SERVICES TO YOU PURSUANT TO THIS AGREEMENT.
6.2 You grant VISALEX 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.
7.1 VISALEX represents and warrants to You that neither VISALEX 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 VISALEX. VISALEX 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 VISALEX 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.
8.1 Except for the arbitration agreement contained in Section 4, which is governed by the Federal Arbitration Act, You and VISALEX each agree that this Agreement is made pursuant to and governed by the substantive law of Florida, without giving effect to its rules for conflicts of laws.