OnlineVisas Terms of Service

CUSTOMER TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED TO,” YOU AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF YOUR CUSTOMER.

These Customer Terms of Service constitute an agreement (this “Agreement”) by and between OnlineVisas, Inc., a Delaware Corporation, whose principal place of business is at 401 W. Main St., Ste. 300, Norman, OK 73069 (“OnlineVisas”) and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“Customer”). This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” (the “Effective Date”). Customer’s use of and OnlineVisas’ provision of OnlineVisas’ Online Visas Gateway software-as-a-service and related professional services are governed by this Agreement.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

  1. DEFINITIONS. The following capitalized terms will have the following meanings whenever used in this Agreement.
    1. “AUP” means OnlineVisas’ acceptable use policy currently posted at www.OnlineVisas.com.
    2. “Customer Data” means data in electronic form input or collected through the System by or from Customer, including without limitation by Customer’s Users.
    3. “Deliverables” means any software, manual, or other deliverable created or provided pursuant to Professional Services.
    4. “Law Firm” means any law firm or lawyer that is using OnlineVisas program.
    5. “Order” means an order for access to the System, executed by Customer and accepted by OnlineVisas through OnlineVisas’ then-standard ordering system, whether such system calls for paper orders, electronic forms, or electronic execution online.
    6. “Privacy Policy” means OnlineVisas’ privacy policy, currently posted at www.OnlineVisas.com.
    7. “Professional Services” means such OnlineVisas’ training, custom development, or other professional services called for in the Order or in an SoW, if any.
    8. “SoW” means a statement of work on OnlineVisas’ standard form, executed by each party.
    9. “System” means OnlineVisas’ Online Visas Gateway system, provided to the commercial market as software-as-a-service.
    10. “SLA” means OnlineVisas’ standard service level agreement, currently posted at www.OnlineVisas.com.
    11. “Term” is defined in Section 12.1 below.
    12. “User” means any company or individual who uses the System on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.
  2. THE SYSTEM.
    1. Use of the System. During the Term, Customer may access and use the System pursuant to the terms of any outstanding Order, including such authorized users, features, and functions as the Order requires.
    2. Service Levels. OnlineVisas shall provide the remedies listed in the SLA for any failure of the System listed in the SLA. Such remedies are Customer’s sole remedy for any failure of the System, and Customer recognizes and agrees that if the SLA does not list a remedy for a given failure, it has no remedy; provided this sentence does not restrict any Customer right to terminate this Agreement for breach where applicable. Credits issued pursuant to the SLA apply to outstanding or future invoices only and are forfeit upon termination of this Agreement. OnlineVisas is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation after termination of this Agreement. OnlineVisas may revise the SLA at any time. If any such revision materially reduces service levels provided pursuant to an outstanding Order, the revisions will not go into effect with respect to such Order until the start of the Term beginning 45 or more days after OnlineVisas posts the revision and so informs Customer.
    3. Legal Services not Included. Customer recognizes and agrees that neither the System nor the Professional Services includes legal services, and any legal services Customer may receive from a Law Firm related to use of the System or other matters are provided by that Law Firm and not by OnlineVisas. The disclaimer in the preceding sentence applies to Law Firms that themselves subscribe to the System and use it to provide services to Customer, to Law Firms that Customer encounters as a result of the System, and to all other Law Firms.
  3. PROFESSIONAL SERVICES.
    1. Provision of Professional Services. OnlineVisas shall provide the Professional Services to the extent called for in an Order or SoW. Customer shall provide any assistance and cooperation called for in an Order or SoW or necessary or convenient to facilitate the Professional Services.
    2. Deliverables.
      1. License. If the Order or SoW requires that OnlineVisas provide copies of a Deliverable, then effective upon full payment of fees associated with the Deliverable, OnlineVisas grants Customer a nonexclusive license to reproduce and use the Deliverable, in such quantities as are set forth on the applicable Order or SoW, solely as necessary for Customer’s internal business purposes and solely in support of Customer’s use of the System. The license in the preceding sentence continues only so long as Customer complies with the restrictions set forth below in Subsection 3.2(b) (Restrictions on Deliverables).
      2. Restrictions on Deliverables. Copies of the software components of Deliverables licensed to Customer are not sold, and Customer receives no title to or ownership of any copy or of such software itself. Furthermore, Customer receives no rights to Deliverables other than those specifically granted in this Section 3.1 or in the Order or SoW. Without limiting the generality of the foregoing, Customer shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense any software provided by OnlineVisas; (b) use any software provided by OnlineVisas in any way forbidden by Section 6.1 below (Acceptable Use); or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any source code for software provided by OnlineVisas. Customer recognizes and agrees that it receives no copies of or copyright license to any Deliverable incorporated into the System. Customer’s rights to such a Deliverable are limited to remote access and use as part of the System.
      3. Acceptance & Rejection. Unless the applicable Order or SoW provides to the contrary, Deliverables customized for Customer will be considered accepted (“Acceptance”) (a) when Customer provides OnlineVisas written notice of acceptance or (b) 5 business days after delivery, if Customer has not first provided OnlineVisas with written notice of rejection. Customer may reject a customized Deliverable only if it materially deviates from its specifications and requirements listed in the Order of SoW and only via written notice setting forth the nature of such deviation. In the event of such rejection, OnlineVisas shall correct the deviation and redeliver the customized Deliverable reasonably promptly. After redelivery pursuant to the previous sentence, the parties shall again follow the acceptance procedures set forth in this Subsection 3.2(c). This Subsection 3.2(c), in conjunction with Customer’s right to terminate for material breach where applicable, sets forth Customer’s only remedy and OnlineVisas’ only liability for failure of customized Deliverables.
  4. FEES. Customer shall (a) pay OnlineVisas the fees set forth in each Order for access to the System and for Professional Services; and (b) reimburse OnlineVisas’ reasonable expenses and preauthorized expenses incurred in provision of Professional Services. Professional Services fees listed in Orders and SoW’s are estimates and will not be binding, except to the extent that the Order or SoW specifically provides to the contrary. OnlineVisas will not be required to refund fees under any circumstances. OnlineVisas’ invoices are due within 30 days of issuance. For late payment, Customer shall pay interest charges from the time the payment was due at the rate that is the lower of 1.5% per month or the highest rate permissible under applicable law.
  5. CUSTOMER DATA & PRIVACY.
    1. Use of Customer Data. Unless it receives Customer’s prior written consent, OnlineVisas: (a) shall not access, process, or otherwise use Customer Data other than as necessary to facilitate the System; and (b) shall not intentionally grant any third-party access to Customer Data, including without limitation OnlineVisas’ other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, OnlineVisas may disclose Customer Data as required by applicable law or by proper legal or governmental authority. OnlineVisas shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.
    2. Data Security Audits. OnlineVisas represents that, as of the Effective Date, it retains a certified public accounting firm to perform an annual audit of the System’s data protection features and to provide a SOC 2 Type II report, pursuant to the standards of the American Institute of Certified Public Accountants (the “AICPA”), or such other report as AICPA may promulgate to replace SOC 2 Type II. Reasonably promptly after Customer’s request, OnlineVisas shall provide a copy of its most recent such report, provided such report will be OnlineVisas’ Confidential Information pursuant to Article 8 below. If OnlineVisas ceases the auditing referenced in this Section 5.2, it shall inform Customer in writing reasonably promptly and in any case no later than 1 year following OnlineVisas’ receipt of the last audit report.
    3. Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third-party website or service linked to the System or recommended or referred to through the System or by OnlineVisas’ staff.
    4. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Customer assumes such risks. OnlineVisas offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
    5. Data Accuracy. OnlineVisas shall have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Users.
    6. Data Deletion. OnlineVisas may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more.
    7. Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article 5, OnlineVisas may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users.)
  6. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS.
    1. Acceptable Use. Customer shall comply with the AUP. Customer shall not: (a) use the System or Deliverables for service bureau or time-sharing purposes or in any other way allow third parties to exploit the System; (b) provide System passwords or other log-in information to any third party; (c) share non-public System or Deliverables features or content with any third party; or (d) access the System or Deliverables in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics, or to copy any ideas, features, functions or graphics of the System or Deliverables. In the event that it suspects any breach of the requirements of this Section 6.1, including without limitation by Users, OnlineVisas may suspend Customer’s access to the System without advanced notice, in addition to such other remedies as OnlineVisas may have. Neither this Agreement nor the AUP requires that OnlineVisas take any action against Customer or any User or other third party for violating the AUP, this Section 6.1, or this Agreement, but OnlineVisas is free to take any such action it sees fit.
    2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the System and Deliverables, including without limitation by protecting its passwords and other log-in information. Customer shall notify OnlineVisas immediately of any known or suspected unauthorized use of the System or Deliverables or breach of its security and shall use best efforts to stop said breach.
    3. Compliance with Laws. In its use of the System and Deliverables, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.
    4. Users; System Access. Customer is responsible and liable for: (a) Users’ use of the System and Deliverables, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the System or Deliverables through Customer’s account, whether authorized or unauthorized.
  7. IP & FEEDBACK.
    1. IP Rights in the System. OnlineVisas retains all right, title, and interest in and to the System, Professional Services, and Deliverables, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant Customer any intellectual property license or rights in or to the System or any of its components, except to the limited extent that this Agreement specifically sets forth Customer license rights to Deliverables. Customer recognizes that the System and Deliverables and their components are protected by copyright and other laws.
    2. Feedback. OnlineVisas has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Customer or Users provide to OnlineVisas, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict OnlineVisas’ right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or User in question. Feedback will not constitute Customer’s confidential information. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of OnlineVisas’ products or services.)
  8. CONFIDENTIAL INFORMATION. “Confidential Information” refers to the following items OnlineVisas discloses to Customer: (a) any document OnlineVisas marks “Confidential”; (b) any information OnlineVisas orally designates as “confidential” at the time of disclosure, whether or not marked or designated confidential; and (c) any other nonpublic, sensitive information Customer should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by OnlineVisas.
    1. Nondisclosure. Customer shall not use Confidential Information for any purpose other than managing and developing Immigration cases or other related legal services (the “Purpose”). Customer: (a) shall not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Article 8; and (b) shall not disclose Confidential Information to any other third party without OnlineVisas’ prior written consent. Without limiting the generality of the foregoing, Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer shall promptly notify OnlineVisas of any misuse or misappropriation of Confidential Information that comes to Customer’s attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer shall give OnlineVisas prompt notice of any such legal or governmental demand and reasonably cooperate with OnlineVisas in any effort to seek a protective order or otherwise to contest such required disclosure, at OnlineVisas’ expense.
    2. Injunction. Customer agrees that breach of this Article 8 would cause OnlineVisas irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, OnlineVisas will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
    3. Termination & Return. Upon termination of this Agreement, Customer shall return all copies of Confidential Information to OnlineVisas or certify, in writing, the destruction thereof. (The preceding sentence does not release Customer from its obligations surrounding any Confidential Information retained in memory or otherwise retained.)
    4. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. OnlineVisas will retain all right, title, and interest in and to all Confidential Information.
    5. Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), Customer is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:
      1. IMMUNITY. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that- (A) is made- (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
      2. USE OF TRADE SECRET INFORMATION IN ANTI-RETALIATION LAWSUIT. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual- (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
  9. REPRESENTATIONS & WARRANTIES.
    1. From OnlineVisas. OnlineVisas represents and warrants that it is the owner of the System and Deliverables and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. In the event of a breach of the warranty in this Section 9.1, OnlineVisas, at its own expense, shall promptly take the following actions: (a) secure for Customer the right to continue using the System or Deliverable; (b) replace or modify the System or Deliverable to make it noninfringing; or (c) terminate the infringing features of the System or Deliverable and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states OnlineVisas’ sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 9.1 and for potential or actual intellectual property infringement by the System, Professional Services, or Deliverables.
    2. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do pursuant to applicable law.
    3. Warranty Disclaimers. Except to the extent set forth in the SLA and in Section 9.1 above, CUSTOMER ACCEPTS THE SYSTEM, PROFESSIONAL SERVICES, AND DELIVERABLES “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) ONLINEVISAS HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) ONLINEVISAS DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM OR DELIVERABLES WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) ONLINEVISAS DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM OR DELIVERABLES ARE SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.
    4. Disclaimers re Law Firms and Legal Advice.
      1. No Representations/Warranties re Law or Law Firms. ONLINEVISAS MAKES NO REPRESNTATION OR WARRANTY ABOUT: (i) THE OUTCOME OF ANY VISA APPLICATION OR ANY OTHER MATTER CALLING FOR LEGAL ADVICE OR LEGAL ASSISTANCE; OR (ii) THE ADVICE OR ASSISTANCE PROVIDED BY ANY LAW FIRM, INCLUDING WITHOUT LIMITATION LAW FIRMS THAT THEMSELVES SUBSCRIBE TO THE SYSTEM AND USE IT TO PROVIDE SERVICES TO CUSTOMER AND LAW FIRMS THAT CUSTOMER ENCOUNTERS AS A RESULT OF THE SYSTEM.
      2. No Legal Services. CUSTOMER RECOGNIZES AND AGREES THAT: (i) ONLINEVISAS IS NOT A LAW FIRM; (ii) PROVISION OF THE SYSTEM AND PROFESSIONAL SERVICES DO NOT CONSTITUTE THE PRACTICE OF LAW AND ARE NOT LEGAL COUNSEL OR ADVICE; (iii) NEITHER ONLINEVISAS NOR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, PRINCIPALS, CONTRACTORS, OR OTHER STAFF (COLLECTIVELY, “REPRESENTATIVES”) IS RENDERING A LEGAL SERVICE TO CUSTOMER, ITS USERS, OR ANY OTHE PERSON OR ENTITY THROUGH PROVISION OF THE SYSTEM OR PROFESSIONAL SERVICES, EVEN IF SUCH REPRESENTATIVE IS SEPARATELY AN ATTORNEY; (iv) NEITHER ONLINEVISAS NOR ANY OF ITS REPRESENTATIVES REPRESENTS THAT THE SYSTEM OR PROFESSIONAL SERVICES WILL MEET CUSTOMER’S SPECIFIC GOALS OR PROTECT ITS SPECIFIC INTERESTS; (v) THE SYSTEM IS GENERAL IN NATURE AND MAY NOT BE SUFFICIENT FOR A SPECIFIC LEGAL PROBLEM OR DISPUTE; AND (vi) THE SYSTEM AND PROFESSIONAL SERVICES SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR CONSULTATION WITH AN ATTORNEY.
  10. INDEMNIFICATION. Customer shall defend, indemnify, and hold harmless OnlineVisas and the OnlineVisas Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, Professional Services, or Deliverables, including without limitation: (a) claims by Customer’s employees or other Users; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer’s account, including without limitation by Customer Data; and (d) claims that use of the System through Customer’s account, including by Users, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to OnlineVisas’ negligence. Customer’s obligations set forth in this Article 10 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. OnlineVisas will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “OnlineVisas Associates” are OnlineVisas’ officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
  11. LIMITATION OF LIABILITY.
    1. Dollar Cap. ONLINEVISAS’ LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID TO ONLINEVISAS DURING THE 1-YEAR PERIOD PRECEDING THE INJURY IN QUESTION.
    2. Exclusion of Consequential Damages. IN NO EVENT WILL ONLINEVISAS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
    3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 11 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF ONLINEVISAS IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 11, OnlineVisas’ liability will be limited to the maximum extent permissible. For the avoidance of doubt, OnlineVisas’ liability limits and other rights set forth in this Article 11 apply likewise to OnlineVisas’ affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
  12. Term & Termination.
    1. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue for the period set forth in the Order or, if none, for 1 year. Thereafter, the Term will renew for successive 1-year periods, unless either party refuses such renewal by written notice 30 or more days before the renewal date.
    2. Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure. Without limiting OnlineVisas’ other rights and remedies, OnlineVisas may suspend or terminate a User’s access to the System at any time, without advanced notice, if OnlineVisas reasonably concludes such User has conducted itself in a way that is not consistent with the requirements of the AUP or the other requirements of this Agreement or in a way that subjects OnlineVisas to potential liability.
    3. Effects of Termination. Upon termination of this Agreement, Customer shall cease all use of the System and delete, destroy, or return all copies of the Deliverables in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Articles and Sections 3.2(b) (Restrictions on Deliverables), 7 (IP & Feedback), 8 (Confidential Information), 9.2 (Warranty Disclaimers), 10 (Indemnification), and 11 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
  13. MISCELLANEOUS.
    1. Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no OnlineVisas employee or contractor will be an employee of Customer.
    2. Notices. OnlineVisas may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to Online Visas, Inc. 401 W. Main St., Ste. 300, Norman, OK 73069, and such notices will be deemed received 72 hours after they are sent.
    3. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
    4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without OnlineVisas’ express written consent. Except to the extent forbidden in this Section 13.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
    5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
    7. Choice of Law & Jurisdiction: This Agreement will be governed solely by the internal laws of the State of Oklahoma, including applicable U.S. federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Cleveland County, Oklahoma. This Section 13.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims.
    8. Conflicts. In the event of any conflict among the attachments to this Agreement and this main body, the following order of precedence will govern, with lower numbers governing over higher ones: (1) this main body of this Agreement; (2) any SoW; and (3) any OnlineVisas policy posted online, including without limitation the AUP or Privacy Policy. No SoW or other attachment incorporated into this Agreement will be construed to amend this main body.
    9. Technology Export. Customer shall not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by OnlineVisas or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).
    10. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
    11. Amendment. OnlineVisas may amend this Agreement from time to time by posting an amended version at its Website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives OnlineVisas written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 12, Term & Termination). Customer’s continued use of the System following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 13.11, OnlineVisas may revise the Privacy Policy and Acceptable Use Policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.