immplify Terms & Conditions

immplify, Inc., a Delaware corporation ("immplify") operates the website, located at https://immplify.com, or other technology that links users to these Terms of Service (these "Terms") to provide online access to immplify's services and related information (the "Platform"). Use of the Platform and any of immplify's services is governed by these Terms.

By accessing and using the Platform, you agree to these Terms. immplify reserves the right to modify these Terms at any time and will give you notice by posting revised Terms at this site with a revised "Effective Date" posted above. Your use of the Platform following any such modification constitutes your agreement to follow and be bound by these Terms as modified, so please check these Terms regularly. The last date these Terms were revised is set forth above.

THESE TERMS ARE IS A CONTRACT BETWEEN YOU AND IMMPLIFY (THE "AGREEMENT"). IN THESE TERMS, THE WORDS "YOU" AND "YOUR" REFER TO EACH INDIVIDUAL OR BUSINESS ENTITY WHICH USES SERVICES PROVIDED BY IMMPLIFY AS SET FORTH BELOW. BY CLICKING TO ACCEPT THESE TERMS, AND BY PROCEEDING IN USING IMMPLIFY'S SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND LIMITATIONS ON IMMPLIFY'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 IMMPLIFY YOU ARE AGREEING TO THESE TERMS FOR EVERY CASE YOU OPEN UNDER THIS ACCOUNT.

IMMPLIFY'S CUSTOMERS ENGAGE ATTORNEYS AND LAW FIRMS TO PROVIDE THEM WITH INDEPENDENT LEGAL SERVICES ARISING OUT OF IMMIGRATION MATTERS. FROM TIME TO TIME, IMMPLIFY MAY ASSIST IN PROVIDING ITS CUSTOMERS WITH INTRODUCTIONS TO LAW FIRMS. IMMPLIFY AND ITS EMPLOYEES ARE NOT ATTORNEYS OR A LAW FIRM AND DO NOT PROVIDE LEGAL SERVICES. NEITHER THIS WEBSITE NOR THE PROVISION OF THE SERVICES BY IMMPLIFY IS INTENDED TO CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND IMMPLIFY. LEGAL REPRESENTATION OF YOU WILL OCCUR SOLELY THROUGH A FORMAL WRITTEN ATTORNEY-CLIENT RELATIONSHIP ESTABLISHED BETWEEN YOU AND A LAW FIRM.

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

1. GENERAL SERVICE TERMS

1.1 immplify is a provider of the following services, set forth below (the "Services"). Subject to these Terms, immplify hereby grants you a limited, non-transferable, non-sub-licensable, non-exclusive license to use the Services on any applicable devices that are under your control, and to use the Services solely as applicable herein. The Services may not be used for any other purposes without our prior written consent. You may not use the Services if you are not the owner or approved administrator or user of the account activated on the Platform for accessing the Services:

1.1.1 the technology Platform, licensed to You, during the Term and subject to Your compliance with this Agreement, to access and use the Platform to view, parse, track and manage the immigration documents You upload to the Platform, and the related immigration matters (the "Matters");

1.1.2 immplify's administrative support to You to facilitate Your review and management of the non-legal questions and concerns regarding Your Matters on the Platform; and

1.1.3 introductions to the independent law firms, and their related attorneys and support staff, who have been trained to use the Platform and agreed to use the Platform as the client technology solution (each, a "Law Firm" and the Law Firm you select "Your Law Firm") in conjunction with their preparation and submission of visa applications for nonimmigrant and immigrant visas, permanent residence, and citizenship status to the U.S. Citizenship and Immigration Services and other governmental agencies regulating foreign persons entering the United States and related ancillary services of the Law Firm (the "Legal Services"). immplify will provide You with information regarding each Law Firm in order to assist You in making that selection. You, and not immplify, will have final authority to make that selection. The Legal Services are provided by the Law Firm and will be subject to the separate legal retention agreement entered into between you and the Law Firm. Legal Services are not the Services, and are not subject to this Agreement. immplify and its employees are not attorneys or a law firm, and do not provide Legal Services.

1.2 These Terms govern Your account and all use of the Platform and of the Services, including with respect to any specific Matters.

1.3 During the Term of the Agreement, You irrevocably direct immplify to give Your Law Firm access to Your account on the Platform in connection with Your Law Firm's provision of the Legal Services to You.

1.4 In order for immplify and Your Law Firm, as applicable, to effectively prepare and complete Your Matters, You must provide immplify with all necessary documentation, information, and other required materials in a timely fashion. You must also otherwise cooperate with immplify with respect to Your Matters it may reasonably request from time to time. Failure to provide such cooperation may result in termination of this Agreement.

1.5 Information provided by You to immplify will be shared by immplify with, where applicable, Your Law Firm. Your information will be treated in accordance with this Agreement and the immplify privacy policy, located athttps://www.immplify.com/privacy-policy

1.6 Promptly upon your written request and termination of this Agreement and subject to immplify's document retention policy, immplify will destroy and delete Your documents and data held on the Platform, including any of the documents uploaded to the Platform. You acknowledge that immplify may retain Your documents uploaded to the Platform, and Your data, for archival and/or professional legal ethical reasons.

1.7 Term and Termination.

1.7.1 These Terms shall become effective on the date that you first register, access, or use the Platform.

1.7.2 Termination. These Terms shall continue in full effect until they are terminated upon of the later of: (a) the period that your Account remains open on the Platform, (b) any of your data remains on the Platform, or (c) until all Matters are fully completed; or the Term may be terminated as otherwise set forth herein. Subject to payment of all Fees as set forth hereinbelow, You may terminate your relationship with immplify at any time by providing us with written notice of your intention to discontinue Your use of the Services. We may suspend or terminate your rights to use the Platform and the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms.

1.7.3 Effect of Termination. Upon termination of these Terms: (i) the licenses granted to you hereunder will automatically expire, and (ii) your Account and right to access and use the Platform and the Services will terminate. Subject to any instructions we receive from You (pursuant to the provisions hereof) or Your Law Firm governing disposition of Your information or data, and further subject to our compliance with our legal obligations regarding your data, You understand that any termination of your Account may ultimately involve deletion of any data associated with your Account from our live databases. immplify will not have any liability whatsoever to You for any termination of Your rights under these Terms, including for termination of your Account or deletion or preservation of such data. Even after your rights under these Terms are terminated, all provisions of these Terms which by their nature should survive, will survive, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

2. SERVICE REPRESENTATIONS

2.1 immplify represents and warrants that (a) immplify has the capability and experience, as well as all applicable title, registrations, licenses, permits, and governmental approvals, if any, necessary to perform the Services, (b) the Services will be performed to the best of immplify's ability, which shall be no less than a good and workmanlike manner, (c) the Services and any and all advice, technology and other products of the 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) immplify will devote sufficient resources to ensure that the Services are performed in a timely and reliable manner.

2.2 "Confidential Information" means (a) any of Your proprietary information that is disclosed to immplify 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 immplify by or at Your direction that identifies or can be used to identify or authenticate an individual, and (c) any privileged and confidential communications facilitated by immplify 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 immplify or that immplify 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 immplify will not, during or subsequent to the term of this Agreement, (a) use Confidential Information for any purpose whatsoever other than the performance of services on Your behalf or (b) disclose Confidential Information to anyone other than Authorized Parties, unless required by applicable law or valid judicial process. "Authorized Parties" means (i) immplify's employees and subcontractors who have a need to know such Confidential Information to enable immplify to perform its obligations under this Agreement, (ii) Your Law Firm, and (iii) third parties, including government agencies, to whom you have authorized immplify or any of the parties listed in (i) – (ii) to make disclosures for purposes of pursuing your immigration matters.

2.4 immplify shall abide by all requirements applicable to Service Providers (as that term is defined in the CCPA) under the California Consumer Privacy Act ("CCPA"), Cal. Civ. Code 1798.100 et seq., with respect to any Personal Information (as that term is defined in the CCPA) immplify processes on Your behalf, including by:

2.4.1 Processing Personal Information only on Your behalf;

2.4.2 Not retaining, using, or disclosing Personal Information for any purpose other than the performance of the Services on Your behalf unless required by applicable law or valid judicial process;

2.4.3 Not selling (as that term is defined in the CCPA) Personal Information;

2.4.4 Notifying You of any consumer rights requests immplify receives from individuals whose Personal Information is processed by immplify on Your behalf; and

2.4.5 Upon request, providing You with reasonable assistance in fulfilling any consumer rights requests You receive from individuals whose Personal Information is processed by immplify on Your behalf.

3. FEES AND PAYMENT

3.1 The charges associated with the Services furnished to You by immplify (the "Service Fees"), are set forth on the Pricing Page. You agree to pay the Service Fees in conjunction with Your acceptance of this Agreement. You agree that the Service Fees will be invoiced to You (or, if You have a credit card on file with immplify, charged to the credit card on Your file) upon Your acknowledgement of acceptance of these Terms. Any Service Fees which are not paid in advance by credit card will be due and payable by You upon receipt of immplify's invoice to You. Failure to pay such fees may result in the suspension or termination of Your access to the Services. immplify's Service Fees do not cover legal fees, medical exam fees, and any other fees associated with obtaining the required documentation for Your Matter (e.g., translation fees and/or advertising expenses).

4. DISPUTE RESOLUTION

4.1 If You and immplify are unable to resolve any dispute or claim arising between You and immplify pursuant to this Agreement through informal discussions, You and immplify 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 immplify are each waiving the right to a trial by jury or to participate in a class action. While in some instances, upfront costs to file an arbitration claim may exceed similar costs to bring a case in court, for any non-frivolous claim that does not exceed $25,000 in total, immplify will pay all costs of the arbitration. Moreover, in arbitration you may recover attorney's fees from immplify to the same extent or more as you would in court. The arbitrator shall apply the same limitations period that would apply in court. You may speak with independent legal counsel before using this website or any of immplify's services. You and immplify 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 immplify 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. immplify 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 immplify should be addressed to: immplify, Inc., Notice of Dispute, _______________________________, ATTN: ______________. The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought ("Demand”). If immplify and You do not reach an agreement to resolve the claim within 30 days is received, either You or immplify may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by immplify or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or immplify is entitled.

4.4 The arbitration will be governed by the Commercial Arbitration Rules (the "AAA Rules”) of the American Arbitration Association (the "AAA”), as modified by this Agreement, and will be administered by the AAA. You may download or copy a form to initiate arbitration from the AAA website at https://www.adr.org. After immplify receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than $25,000 in total. Unless immplify and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your contact address. The arbitrator is bound by this Agreement. All issues are for the arbitrator to decide, except issues relating to the scope, enforceability, and interpretation of the arbitration provision. The parties agree that in any arbitration of a dispute or claim, neither party will rely for preclusive effect on any award or finding of fact nor conclusion of law made in any other arbitration of any dispute or claim to which immplify was a party.

4.5 If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If you choose to proceed either in person or by telephone, we may choose to respond only by telephone or submission. If your claim exceeds $10,000, the AAA Rules will determine whether you have a right to a hearing. Except as otherwise provided for herein, if your claim is for $25,000 in total or less, immplify will pay all AAA filing, administration, and arbitrator fees for any arbitration initiated in accordance with the notice requirements above. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules. In such case, you agree to reimburse immplify for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. In addition, if you initiate an arbitration in which you seek relief valued at more than $25,000 (excluding attorney's fees and expenses), the payment of these fees will be governed by the AAA rules.

4.6 For claims under $25,000, if, after finding in your favor in any respect on the merits of your claim, the arbitrator issues you an award that is greater than the value of immplify's last written settlement offer made before an arbitrator was selected, then immplify will:

• pay you either the amount of the award or $2,000 ("the alternative payment"), whichever is greater; and
• pay your attorney, if any, the amount of attorney's fees, and reimburse any expenses (including expert witness fees and costs), that your attorney reasonably incurred for investigating, preparing, and pursuing your claim in arbitration (the "attorney's payment”).

If immplify did not make a written offer to settle the dispute before an arbitrator was selected, you and your attorney will be entitled to receive the alternative payment and the attorney's fees, respectively, if the arbitrator awards you any relief on the merits. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees, expenses, and the alternative payment and the attorney's fees at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. In assessing whether an award that includes attorney's fees or expenses is greater than the value of immplify's last written settlement offer, the arbitrator shall include in his or her calculations only the value of any attorney's fees or expenses you reasonably incurred in connection with the arbitration proceeding before immplify's settlement offer. The right to attorney's fees and expenses discussed in this paragraph supplements any right to attorney's fees and expenses you may have under applicable law. Thus, if you would be entitled to a larger amount under applicable law, this provision does not preclude the arbitrator from awarding you that amount. However, you may not recover duplicative awards of attorney's fees or costs. Although under some laws immplify may have a right to an award of attorney's fees and expenses if it prevails in an arbitration proceeding, immplify will not seek such an award, for claims under $25,000.

4.7 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 IMMPLIFY 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 immplify agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other customers. Neither You nor we may seek non-individualized relief that would affect other customers. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

4.8 If the amount in dispute exceeds $25,000 in total or either party seeks any form of injunctive relief, either party may appeal the award to a three-arbitrator panel administered by AAA by a written notice of appeal within thirty (30) days from the date of entry of the written arbitration award. An award of injunctive relief shall be stayed during any such appeal. The members of the three-arbitrator panel will be selected according to AAA rules. The three-arbitrator panel will issue its decision within one hundred and twenty (120) days of the date of the appealing party's notice of appeal. The decision of the three-arbitrator panel shall be final and binding, subject to any right of judicial review that exists under the FAA. Notwithstanding any provision in the applicable Terms to the contrary, we agree that if we make any future change to this arbitration provision (other than a change to any notice address, website link or telephone number provided herein), that change will not apply to any dispute of which we had written notice on the effective date of the change. Moreover, if we seek to terminate this arbitration provision, any such termination will not be effective until at least thirty (30) days after written notice of such termination is provided to you, and shall not be effective as to disputes which arose prior to the date of termination.

5. DISCLAIMERS AND LIMITATIONS OF LIABILITY

5.1 IMMPLIFY MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT THE PLATFORM, THE FUNCTIONALITY CONTAINED THEREIN, THE SERVICES OR MATERIALS FURNISHED BY IMMPLIFY WILL BE OPERATED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS. WHILE IMMPLIFY HAS TAKEN PRECAUTIONS TO PROTECT THE SECURITY OF THE PLATFORM, IMMPLIFY CANNOT AND DOES NOT WARRANT OR REPRESENT THAT THE PLATFORM CANNOT BE ILLEGALLY OR WRONGFULLY ACCESSED. ALL MATERIALS, INFORMATION, DOCUMENTS, OR SERVICES PROVIDED ON OR THROUGH YOUR USE OF THE PLATFORM OR OTHERWISE FURNISHED TO YOU BY IMMPLIFY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IMMPLIFY 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 IMMPLIFY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGE TO COMPUTER SYSTEMS, LOSS OF DATA, OR INTERFERENCE WITH THE OPERATION OF ANY SYSTEM OR NETWORKS THAT RESULTS FROM YOUR ACCESS OF THE PLATFORM, OR YOUR USE OR DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR FUNCTIONALITY CONTAINED THEREIN.

5.3 EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, YOU AGREE TO HOLD IMMPLIFY, TOGETHER WITH ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS (THE “IMMPLIFY 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 SERVICES OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE. EVEN IF IMMPLIFY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, YOU AGREE TO HOLD THE IMMPLIFY PARTIES HARMLESS FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, LOSSES, AND DAMAGES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES AND COURT COSTS) ARISING FROM OR RELATING TO: (A) YOUR VIOLATION OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS; OR (B) YOUR FALSE STATEMENTS, MISREPRESENTATIONS, FRAUD, OR NEGLIGENCE.

5.4 IN NO EVENT WILL IMMPLIFY BE LIABLE TO YOU FOR ANY AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY PAID BY YOU TO IMMPLIFY PURSUANT TO THIS AGREEMENT, FOR THE SERVICES GIVING RISE TO YOUR SPECIFIC CLAIM.

5.5 UNDER NO CIRCUMSTANCES WILL IMMPLIFY BE LIABLE FOR ANY DAMAGES ARISING FROM AN ACT OR OMISSION OF YOUR LAW FIRM OR ITS OWNERS, EMPLOYEES, AGENTS OR CONTRACTORS, INCLUDING WITH RESPECT TO THE LAW FIRM'S DELIVERY OF LEGAL SERVICES, OR OTHER MATTERS ARISING FROM THEIR AGREEMENT WITH YOU.

5.6 YOU UNDERSTAND AND AGREE THAT THE FOREGOING DISCLAIMERS, WAIVERS, AND LIMITATIONS OF LIABILITY ARE MATERIAL INDUCEMENTS FOR IMMPLIFY'S ACCEPTANCE OF THIS AGREEMENT, AND ITS FURNISHING OF THE SERVICES TO YOU PURSUANT TO THIS AGREEMENT.

6. COMPLETE AGREEMENT, PUBLICITY, NO AGENCY OR THIRD-PARTY BENEFICIARIES

6.1 This Agreement, together with each price quotation issued pursuant to this Agreement, and the immplify Privacy Policy at app.immplify.com/privacy-policy, all of which are incorporated herein by reference, comprise the complete agreement of the Parties with respect to the subject matter therein, and supersede any prior agreements or understandings with respect to the subject matter herein, including any confidentiality agreements entered into by the parties used for Your evaluation of the business relationship contemplated in this Agreement. No modification of this Agreement will be valid unless made in writing and signed by both parties, except that immplify may modify the immplify Privacy Policy, provided such modifications will apply prospectively only.

6.2 You grant immplify the right to add Your name and company logo to its customer lists and website.

6.3 The parties hereto are engaged as independent contractors, and this Agreement does not create any agency, partnership, or joint venture relationship between the parties. This Agreement does not and is not intended to confer any rights or remedies on any person or entity other than the parties hereto.

7. ANTI-BRIBERY AND TRADE SANCTIONS

7.1 immplify represents and warrants to You that neither immplify 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 immplify. immplify 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 immplify 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. GOVERNING LAW AND JURISDICTION

8.1 Except for the arbitration agreement contained in Section 4, which is governed by the Federal Arbitration Act, These Terms are governed by Delaware law, without regard to conflict of laws principles. You and immplify agree that, except as otherwise provided in Section 4 above, the state and federal courts located in Wilmington, Delaware will have exclusive jurisdiction of all disputes arising out of or related to these Terms or your use of the Services and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, immplify shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.

9. CONSENT TO TRANSACTING BY ELECTRONIC MEANS

9.1 By using the Platform to receive the Services, to receive and pay invoices relating to the Services Fees, and otherwise to engage with immplify and (to the extent you do so) with Your Law Firm using the Platform, You are giving Your affirmative consent to receive information and disclosures, and to interact with immplify and Your Law Firm (insofar as such interaction is facilitated by the Platform) by electronic means, and to transact, sign, accept and be contractually bound by actions taken by you or your agents and employees on the Platform electronically.

10. PERMITTED USE OF THE PLATFORM

10.1 You may use the Platform, and the information, writings, images and/or other works that you see, hear or otherwise experience on the Platform (singly or collectively, the “Content”) solely to learn about and use immplify products and services, and solely in compliance with these Terms.

11. PROHIBITED USE OF THE PLATFORM

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

11.2.1 Use the Platform in violation of these Terms;

11.2.2 Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Platform, or otherwise attempt to discover any source code, or allow any third party to do so;

11.2.3 Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party (other than an employee of yours, or a permitted applicant beneficiary of yours, as permitted by these Terms), the Content or Service in any way;

11.2.4 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 immplify servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

11.2.5 Use the Platform in any manner that damages, disables, overburdens, or impairs any immplify website or interferes with any other party's use and enjoyment of the Platform;

11.2.6 Mirror or frame the Platform or any part of it on any other web Platform or web page.

11.2.7 Attempt to gain unauthorized access to the Platform;

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

11.2.9 Use the Platform for any purpose or in any manner that is unlawful or prohibited by this Agreement.

11.2.10 Any unauthorized use of any Content or the Platform that may violate patent, copyright, trademark, and other laws.

12. COPYRIGHTS AND TRADEMARKS

12.1 The Platform is based upon proprietary immplify 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 immplify or its licensors (if any). immplify owns and retains all copyrights in all Content on the Platform. 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. immplify, the immplify logos, and other marks used by immplify from time to time are trademarks and the property of immplify. The appearance, layout, color scheme, and design of the Immplifyglobal.com Platform are protected trade dress. Customer does not receive any right or license to use the foregoing. immplify may use and incorporate into the Platform or the immplify Service any suggestions or other feedback you provide, without payment or condition.

12.2 Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement on the Platform or the Service should be sent to immplify's designated Copyright Agent at support@docucomb.com.

14. LINKS TO THIRD-PARTY WEB SITES

14.1 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 immplify of the third party, the third-party web Platform, or the information there. immplify is not responsible for the availability of any such web sites. immplify is not responsible or liable for any such web sites or the content thereon. If you use the links to the web sites of immplify affiliates or service providers, you will leave the Platform and will be subject to the Terms and privacy policy applicable to those websites.

15. DOWNLOADING FILES

15.1 immplify cannot and does not guarantee or warrant that files available for downloading through the Platform will be free of infection by software viruses or other harmful computer code, files or programs.

16. INDEMNIFICATION

16.1 You understand and agree that you are personally responsible for your behavior on the Platform. You agree to indemnify, defend and hold harmless immplify, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Platform or the Content, or any violation by you of these Terms.

17. ERRORS

17.1 The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. immplify therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. immplify does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

18. ELIGIBILITY OF MINORS

18.1 The Platform, and the Services, are not directed toward children under 18 years of age, and immplify does not knowingly collect information from children under 18. If You are under 18, please do not submit any personal information about yourself to immplify.

18.2 Without limiting the foregoing, if You are under the age of majority in your jurisdiction of residence, You may use the Platform and the Services only with the involvement of Your parent or guardian. Make sure that you review these Terms with Your parents or guardian so that You both understand all your rights and responsibilities. If You are under the age of majority in Your jurisdiction of residence, You represent and warrant that You have obtained the consent of your parent or legal guardian to these Terms.

19. LOCATION

19.1 The Platform, and the Services, are operated by immplify in the United States. In order for immplify to provide the Services, You agree that immplify may transfer, use and store information about You in the United States and other countries, where You may not have the same rights and protections as You do under local law. If You choose to access the Platform and the Services from a location outside of the United States, You do so on your own initiative and You are responsible for compliance with applicable local laws.

20. SEVERABILITY

20.1 If any part of these Terms is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of these Terms shall be given full force and effect.

21. ATTORNEY FEES

21.1 In the event any litigation or arbitration is brought by either party in connection with these Terms, except as otherwise provided in Section 4, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.

22. WAIVER

22.1 immplify's failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect immplify's right to enforce the same provision at a later time. An express waiver by immplify of any provision, condition or requirement of these Terms shall not be understood as a waiver of Your obligation to comply with the same provision, condition or requirement at a later time.

23. CHANGES TO THESE TERMS

23.1 immplify may modify this Agreement (which may include changes to the Platform or the Services pricing) from time to time by giving You notice by email or through the Platform. Unless a shorter period is specified by immplify, modifications become effective upon the start of the next paid terms for the Services. If immplify specifies that the modifications to the Agreement will take effect prior to the start of such subsequent paid term or You notify immplify of Your objection to the modifications within 30 days after the date of such notice, immplify (at its option and as Your exclusive remedy) will either: (a) permit You to continue under the existing version of this Agreement until expiration of the then-current paid for term of the Services (after which time the modified Agreement will go into effect) or (b) allow You to terminate this Agreement and receive a refund of any prepaid Service Fees allocable to the terminated portion of the applicable paid for term. You may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Platform and the Services, and, in any event, continued use of the Platform after the updated version of this Agreement goes into effect will constitute Your acceptance of such updated version.