CUSTOMER AGREEMENT
THIS CUSTOMER AGREEMENT (the "Agreement") is effective as of the date indicated on the accompanying Purchase Order (the “Effective Date”) and is entered into by and between Immigration Court Mentor, LLC, a Florida limited liability company with offices located at 4046 N. Goldenrod Rd., Suite 135, Winter Park, FL 32792 (“Provider”), and the customer identified in the Purchase Order, including the Customer’s legal name, state of formation, entity type, address, email address, and other contact information as set forth therein (“Customer”). Provider and Customer may be referred to collectively as the “Parties” and individually as a “Party.” In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Services. Provider will make available to Customer the services selected in the applicable Purchase Order, subject to the terms of this Agreement. The services offered by Provider consist of the following:
On-Demand Education. “On-Demand Education” consists of Customer’s limited, time-bound access to Provider’s educational videos, instructional modules, strategy materials, handouts, and other digital content made available through Provider’s website or designated platform (“On-Demand Content”). Access is granted solely for Customer’s internal professional use and only for the duration selected and paid for in the Purchase Order. On-Demand Content is delivered electronically, and Customer acknowledges that all On-Demand Education purchases are nonrefundable as set forth in the Purchase Order and this Agreement.
Live Training. “Live Training” consists of scheduled, instructor-led training sessions conducted virtually or in another format designated by Provider. Customer must schedule each Live Training session within the timeframe specified in the Purchase Order and in accordance with Provider’s scheduling procedures. Customer may reschedule a session in accordance with the rescheduling rules stated in the Purchase Order. Customer acknowledges that all Live Training purchases are nonrefundable except as expressly provided in this Agreement.
Hourly Services. “Hourly Services” consist of consulting, training, strategic guidance, and other professional assistance requested by Customer that fall outside the scope of the On-Demand Education or Live Training offerings. Hourly Services may include, without limitation, answering inquiries, reviewing customer-specific issues, providing feedback on strategy, or delivering individualized guidance. Hourly Services are billed at the applicable hourly rate stated in the Purchase Order in increments of one-tenth (1/10) of an hour, rounded up to the next increment, and are due upon invoice unless otherwise stated in the Purchase Order.
Payments. All fees for On-Demand Education and Live Training are due and payable in full at the time the corresponding Purchase Order is submitted. Provider shall have no obligation to grant access to On-Demand Content or to schedule or deliver any Live Training session unless and until full payment has been received. All such fees are nonrefundable, except as expressly provided in this Agreement. Hourly Services will be invoiced to Customer after the services are performed, unless the applicable Purchase Order requires pre-purchased hour blocks. Customer shall pay all invoices for Hourly Services immediately upon receipt, and in no event later than the deadline stated on the invoice. All payments shall be made in United States dollars and shall be submitted by credit card, ACH, wire transfer, or another method approved by Provider. Customer shall pay all amounts without setoff, deduction, or withholding of any kind, except to the extent such withholding is required by law. Provider may withhold, delay, suspend, or terminate access to any services, including On-Demand Education, Live Training, or Hourly Services, if Customer fails to make any required payment when due.
Late Payments. If Customer fails to make any payment when due, Provider may charge interest on the overdue amount at the highest rate permitted under applicable law, charge a one-time administrative fee of two hundred fifty dollars ($250) for each late payment, recover all reasonable costs of collection (including attorneys’ fees), and suspend provision of the Services until all overdue amounts are paid in full.
License Grant. Subject to Customer’s timely payment of all fees and compliance with this Agreement and the applicable Purchase Order, Provider grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely during the applicable access period and solely for Customer’s internal professional use. If Customer is an entity, this license extends only to Customer’s owners, employees, or contractors acting within the scope of their duties on behalf of Customer (“Authorized Users”). No other persons are permitted to access or use the Services. The license granted herein does not convey any ownership rights in the Services, On-Demand Content, training materials, recordings, slides, handouts, data, or other content provided by Provider, all of which remain the exclusive property of Provider.
Access to Services.
Provisions of Access. Provider will provide Customer with electronic access to the Services selected in the Purchase Order. Access is conditioned on timely payment and Customer’s continuing compliance with this Agreement. Provider may require Customer to use login credentials, private access links, or other authentication methods. Customer is responsible for safeguarding its access credentials and ensuring they are not shared, distributed, or made available to unauthorized persons.
Service Availability. Provider will make commercially reasonable efforts to make the Services available but does not guarantee uninterrupted access. Provider may temporarily suspend access for maintenance, security, or technical reasons and will use reasonable efforts to minimize downtime.
Suspension for Cause. Provider may suspend or terminate Customer’s or any Authorized User’s access to the Services, immediately and without prior notice, if Provider determines that Customer has violated this Agreement, failed to make timely payment, attempted to record or copy content, shared login credentials, or otherwise used the Services in a manner that threatens Provider’s intellectual property or business interests. Provider will restore access promptly once the cause is resolved, if applicable.
Permitted Use. Customer and its Authorized Users may access and view On-Demand Content during the access period purchased, participate in Live Training sessions at the scheduled times, and use instructional materials solely for Customer’s internal professional training, strategy development, and educational purposes. Customer may also make incidental, non-permanent cache copies automatically created through standard browser functions to the limited extent necessary for viewing the content. No other use of the Services or Provider Content is permitted unless expressly authorized in writing by Provider.
Prohibited Uses.
Recording and Copying Prohibited. Customer shall not, and shall ensure its Authorized Users do not, record, audio-capture, video-capture, screen record, download, save, photograph, scan, or otherwise reproduce any Live Training session or On-Demand Content, nor attempt to duplicate any portion of the Services or materials. Customer shall further refrain from creating derivative works, summaries, outlines, compilations, or competing materials based on Provider’s Content.
Sharing Prohibited. Customer shall not, and shall ensure its Authorized Users do not, share, transfer, distribute, publish, broadcast, post, or otherwise make available any Provider Content, access links, login credentials, or materials to any third party, including other practitioners, listservs, firms, or training groups, nor permit any person other than Authorized Users to access the Services.
No Commercial Use or Redistribution. Customer shall not use any portion of the Services or Provider Content to create, market, deliver, or distribute training, consulting, educational materials, or other programs that compete directly with Provider.
No Reverse Engineering or Technical Interference. Customer shall not attempt to decompile, disassemble, reverse engineer, bypass, or otherwise circumvent any technical or security protections associated with the Services, nor disable or interfere with any digital rights management or similar protective measures. Customer shall not automate access to the Services or Provider Content, scrape data, or employ bots, crawlers, or similar automated tools.
No Unlimited Use or Perpetual Storage. Customer shall not store, retain, archive, or preserve any Provider Content beyond the authorized access period. All rights to use the Services and Provider Content terminate automatically upon expiration of the applicable access period or upon termination of this Agreement, except for handouts or other similar material marked for broader distribution.
Conduct Requirements. Customer and its Authorized Users must behave professionally and may not engage in conduct that is disruptive, harassing, threatening, unsafe, or inconsistent with Provider’s directions or venue rules. Recording, photographing, note-taking for redistribution, or any attempt to duplicate or transmit the training content is strictly prohibited. Provider reserves the right, in its sole discretion, to deny entry to, remove, or suspend any individual whose conduct violates this Agreement, and any such action shall not entitle Customer to any refund or credit.
Customer Responsibilities. Customer is responsible for its own use of the Services and for ensuring that all Authorized Users comply with this Agreement. Customer shall promptly notify Provider of any unauthorized access, sharing of login credentials, recording, copying, or other misuse of the Services of which Customer becomes aware. Customer is solely responsible for obtaining and maintaining any equipment, internet access, software, or other resources necessary to access the Services, and Provider shall have no responsibility for any failure or limitation arising from Customer’s technology or third-party systems. Any request by Customer for services, customization, or assistance outside the standard scope of the Services may be subject to additional fees or a separate agreement.
Continuing Legal Education (CLE) Disclaimer. The Services provided by Provider may or may not qualify for Continuing Legal Education (“CLE”) credit in any jurisdiction. Provider does not represent, warrant, or guarantee that any portion of the Services will satisfy, in whole or in part, any CLE, professional education, licensing, or continuing competency requirements imposed by any court, bar association, regulatory body, or licensing authority. If any Service is eligible for CLE credit, Customer acknowledges that it is solely Customer’s responsibility to apply for, submit documentation for, and obtain such credit, and that Provider has no obligation to apply for, seek approval of, or administer CLE credit on Customer’s behalf. Provider shall bear no responsibility or liability for Customer’s failure to obtain CLE credit or for any consequences arising from the lack of CLE approval.
Confidentiality. Customer acknowledges that, in the course of receiving the Services, it may be exposed to or otherwise receive access to certain non-public, confidential, or proprietary information belonging to Provider, including without limitation Provider’s training materials, strategies, methods, content, business information, intellectual property, and other sensitive information (“Confidential Information”). Customer shall hold all Confidential Information in strict confidence, shall not disclose Confidential Information to any third party, and shall not use Confidential Information for any purpose other than Customer’s internal professional use as expressly permitted under this Agreement. Customer shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Customer’s obligations under this Section shall survive the termination or expiration of this Agreement. Nothing in this Agreement permits Customer to copy, record, store, distribute, or create derivative works from any Confidential Information, except as expressly authorized in writing by Provider.
Intellectual Property.
Ownership of Provider Intellectual Property. All right, title, and interest in and to the Services, On-Demand Content, Live Training materials, curriculum, handouts, slides, examples, strategies, workflows, recordings, documents, and any other materials or content provided or made available by Provider in connection with this Agreement (collectively, “Provider Intellectual Property”) are and shall remain the exclusive property of Provider. Customer receives no ownership rights in any Provider Intellectual Property and is granted only the limited, revocable license expressly set forth in this Agreement.
Restrictions on Use of Provider Intellectual Property. Customer shall not copy, record, download, save, reproduce, distribute, modify, create derivative works from, publicly display, publish, or otherwise use any Provider Intellectual Property except as expressly permitted under this Agreement. All unauthorized use of Provider Intellectual Property is strictly prohibited and constitutes a material breach of this Agreement.
Feedback. Any suggestions, feedback, recommendations, improvements, or other input provided by Customer or its Authorized Users relating to the Services or Provider Intellectual Property (“Feedback”) may be used by Provider without restriction. Customer hereby assigns to Provider all right, title, and interest in and to any such Feedback and agrees that Provider shall owe no compensation or attribution with respect to such use.
Reservation of Rights. Except for the limited license expressly granted in this Agreement, all right, title, and interest in and to the Services, On-Demand Content, Live Training materials, curriculum, slides, handouts, examples, strategies, workflows, recordings, documents, and any other materials provided by Provider (collectively, “Provider Content”) remain solely with Provider. Customer receives only the limited license expressly stated in this Agreement. No rights are granted by implication, estoppel, or otherwise. Customer’s obligations under this Intellectual Property Section shall survive any expiration or termination of this Agreement.
Term and Termination.
Term. This Agreement begins on the Effective Date stated in the applicable Purchase Order and continues until all Services purchased under that Purchase Order have been delivered or have expired, unless earlier terminated under this Agreement.
Termination for Cause. Provider may suspend or terminate this Agreement immediately upon written notice if Customer fails to make any payment when due, fails to comply with the scheduling or rescheduling requirements applicable to any Service, or otherwise materially breaches this Agreement, including its obligations regarding Access and Use, Confidentiality, Intellectual Property, or Prohibited Uses.
Effect of Termination. Upon termination or expiration of this Agreement, Customer shall immediately cease all use of the Services and all Provider Intellectual Property and shall delete, destroy, or return all copies in its possession or control. Customer shall certify such deletion or destruction upon Provider’s request. All fees that became due before the effective date of termination remain payable in full, and are non-refundable. If Provider terminates this Agreement for reasons other than Customer’s breach or noncompliance, Customer shall be entitled solely to a prorated refund of prepaid fees for Services that were not delivered as of the effective date of termination.
Survival. The provisions regarding Payments, Late Payments, Confidentiality, Intellectual Property, Prohibited Uses, Disclaimers, Limitations of Liability, Indemnification, and any provisions intended by their nature to survive, shall survive termination.
Customer Data License. Customer grants Provider a non-exclusive, limited, royalty-free, revocable, and non-transferable license, for the Term, to use, copy, store, process, transmit, and display Customer Data solely as necessary to provide the Services in accordance with this Agreement. Provider will not access or use Customer Data for any other purpose without Customer’s prior written consent. For purposes of this Agreement, ‘Customer Data’ means any information, data, or content provided by or on behalf of Customer or its Authorized Users in connection with the Services.
Advertising and Sponsorships. Provider may include, display, or distribute advertisements, sponsorships, promotional messages, or other marketing content in connection with the Services, including on Provider’s website, platform, training materials, or related communications (“Advertising”). Provider retains sole discretion over the selection, placement, and format of all Advertising. All revenues, fees, or other consideration derived from such Advertising shall belong exclusively to Provider.
Independent Contractors; Vendor Content. Customer acknowledges and agrees that certain portions of the Services, including presentations, training sessions, instructional materials, examples, strategies, and other content, may be created or delivered by third-party presenters, instructors, trainers, or consultants retained by Provider as independent contractors (collectively, “Vendors”). Vendors are not employees, agents, or representatives of Provider, and Provider does not control or direct the manner or method of their work. Each Vendor is solely responsible for the accuracy, completeness, quality, and legality of any content, statements, materials, or representations the Vendor provides or makes in connection with the Services. Provider does not warrant, guarantee, or assume responsibility for any Vendor-created content, and shall have no liability arising from or relating to any act, omission, statement, error, or misconduct of any Vendor, whether or not Provider recommended, selected, or arranged for the Vendor. Customer agrees that any claim, dispute, injury, or damage arising out of or relating to Vendor-created content or a Vendor’s acts or omissions shall be brought solely against the Vendor and not against Provider. Customer irrevocably waives any right to pursue, assert, or recover against Provider for any such claims and agrees to hold Provider harmless from and against any such claims.
Non-Solicitation of Vendors. Customer acknowledges that Provider engages Vendors to deliver portions of the Services. Customer agrees that, during the Term of this Agreement and for twelve (12) months thereafter, Customer shall not, directly or indirectly, solicit, hire, retain, engage, or attempt to solicit, hire, retain, or engage any Vendor to provide training, consulting, educational, or similar services outside of this Agreement, whether as an employee, independent contractor, consultant, or otherwise, without Provider’s prior written consent. Any engagement in violation of this provision shall constitute a material breach of this Agreement and shall entitle Provider to injunctive relief and any other remedies available at law or in equity.
Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including sales, use, value-added, excise, or withholding taxes (collectively, “Taxes”). Customer shall be solely responsible for and shall timely pay all such Taxes imposed on or with respect to the transactions contemplated by this Agreement, other than Taxes imposed on Provider’s income. If any governmental authority requires Provider to collect or remit Taxes that are the responsibility of Customer, Customer shall promptly reimburse Provider for the full amount of such Taxes, including any interest or penalties assessed thereon.
US Government Rights. The Services and all related materials constitute “commercial products” as defined in 48 C.F.R. §§ 2.101 and 12.212. If Customer is a U.S. Government agency or is accessing the Services on behalf of one, Customer receives only the rights set forth in this Agreement. The Government shall have no additional rights.
Modifications of Services. Provider may modify the Services from time to time at its sole discretion, including as necessary to comply with applicable law or regulation.
Disclaimers.
No Legal Advice; No Attorney-Client Relationship. The Services, including any On-Demand Content, Live Training, instructional materials, examples, strategies, or discussions provided by Provider or any Vendor, are for educational and informational purposes only. The Services do not constitute legal advice, are not intended to substitute for legal advice, and do not create an attorney-client relationship between Provider (or any Vendor) and Customer or any Authorized User. Customer is solely responsible for evaluating how, whether, and to what extent the information provided may apply to any particular case, client, or legal matter.
No Teaching of Legal Analysis; Independent Research Required. The Services do not teach legal analysis, legal interpretation, or the application of law to specific facts. Provider does not instruct on how to analyze statutes, case law, regulations, or legal standards. Customer remains solely responsible for conducting its own legal research, performing its own legal analysis, verifying all authorities and rules, and ensuring compliance with all professional, ethical, and jurisdictional obligations.
No Reliance; Use at Customer’s Own Risk. Any reliance by Customer or its Authorized Users on the information, strategies, or materials provided through the Services is strictly at Customer’s own risk. Provider makes no representation or warranty regarding the correctness, completeness, suitability, or applicability of any content to any specific case or situation. Customer acknowledges that outcomes in legal matters depend on numerous variables outside Provider’s control.
No Guarantee of Results or Outcomes. Provider does not warrant or guarantee any outcome, result, improvement, approval, case adjudication, or success of any kind in connection with Customer’s legal matters, clients, filings, or professional practice. Customer bears full responsibility for all legal decisions and actions taken.
Vendor Content Disclaimer. To the extent any Vendor participates in the Services, Provider does not endorse, verify, or assume responsibility for any Vendor-created content, statements, materials, or representations. Customer agrees that any claims arising from Vendor-created content must be pursued solely against the Vendor and not against Provider.
No Duty to Update. Immigration law, policy, and practice may change frequently. Provider has no obligation to update any materials, strategies, or content after delivery, nor to notify Customer of changes in law or policy.
Customer Responsibility for Compliance. Customer is solely responsible for ensuring its own compliance with all laws, regulations, ethical rules, confidentiality duties, and professional obligations. Provider assumes no responsibility for Customer’s compliance or decisions.
No Warranty. THE SERVICES AND ALL PROVIDER INTELLECTUAL PROPERTY ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR ANY CONTENT PROVIDED WILL MEET CUSTOMER’S REQUIREMENTS, THAT ANY TRAINING OR MATERIALS WILL ACHIEVE ANY PARTICULAR RESULT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY RISKS.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (II) LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, OR GOODWILL; OR (III) LOSS, INTERRUPTION, OR DELAY OF ACCESS TO TRAINING OR CONTENT. THESE EXCLUSIONS APPLY WHETHER OR NOT PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO PROVIDER UNDER THE PURCHASE ORDER GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
Indemnification. Customer shall indemnify, defend, and hold harmless Provider and its owners, officers, directors, employees, contractors, Vendors, and agents from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim, demand, or proceeding brought by Customer’s clients or any third party arising from Customer’s legal work, decisions, representations, filings, or reliance on the Services; any claim brought by a Vendor against Provider that results from interactions between Vendor and Customer; and any other claim arising from Customer’s or any Authorized User’s breach of this Agreement. Provider may also participate in the defense at its own expense with counsel of its choosing.
Enforcement. Customer acknowledges that unauthorized copying, recording, distribution, or misuse of Provider Content and Provider Intellectual Property will cause irreparable harm to Provider. Customer agrees that Provider is entitled to seek immediate injunctive relief, without the necessity of posting bond, in addition to any other remedies available at law or equity.
Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any Purchase Order, the terms of this Agreement shall govern and control.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (“Notices”) shall be in writing. Notices to Customer may be sent to the email address or physical address listed in the applicable Purchase Order, and email notice shall be deemed effective upon sending. Notices to Provider must be sent to the address set forth in the preamble of this Agreement or to Provider’s Florida registered agent. Notices to physical addresses may be delivered by personal delivery, U.S. mail, or nationally recognized overnight courier. Except as otherwise provided in this Agreement, Notices shall be deemed effective when received, or, if earlier, one business day after deposit with an overnight courier, on the date of certification for certified or registered mail, seven days after mailing by first-class U.S. mail, or on the date an email is sent.
Force Majeure. Provider shall not be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond Provider’s reasonable control, including acts of God, flood, fire, earthquake, pandemics, epidemics, explosion, war, terrorism, riots or other civil unrest, or labor stoppages. If any such delay continues for more than thirty (30) consecutive days, either Party may terminate this Agreement upon written notice, and such termination shall be deemed without cause and shall not constitute a breach by either Party.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any kind except to the extent expressly provided in the indemnification provisions of this Agreement or in any other section that expressly identifies a third party as a beneficiary.
Right to Cure. If Customer believes that Provider has breached this Agreement, Customer must provide Provider notice in writing of such alleged breach, and 60 days for Provider to cure such alleged breach before Customer takes any legal action against Provider. Customer will cooperate with Provider in allowing it to cure the alleged breach within the 60-day cure period.
Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Arbitration. ALL CASES AND CONTROVERSIES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE FINALLY RESOLVED EXCLUSIVELY BY CONFIDENTIAL BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH THE UNITED STATES ARBITRATION ACT AND CONDUCTED AT ORLANDO, FLORIDA IN ACCORDANCE WITH THE AAA COMMERCIAL ARBITRATION RULES, INCLUDING, WHERE APPLICABLE, ITS RULES ON EXPEDITED PROCEDURES. THE PARTIES MAY BRING AN ACTION TO ENFORCE ANY AWARD GRANTED UNDER THIS SECTION IN ANY COURT HAVING JURISDICTION.
Choice of Law and Choice of Forum. This Agreement and all related documents, and all matters arising out of or relating thereto are governed by, and construed in accordance with the laws of the State of Florida, irrespective of any conflict of law principles, rules, or statutes. Without limiting the obligation to arbitrate claims provided hereunder, if matters are brought in court, each Party agrees to be subject solely to the Jurisdiction and venue of the US District Court for the Middle District of Florida located in Orange County Florida, or the courts of the State of Florida sitting in Orange County, Florida, (and if applicable, the Orange County Business Court) and any appellate court from any thereof. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Waiver of Jury Trial. CUSTOMER KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEPT TO THE EXTENT SUCH WAIVER IS PROHIBITED BY APPLICABLE LAW.
Waiver of Class or Collective Arbitration. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONDUCT CLASS, COLLECTIVE, OR REPRESENTATIVE ARBITRATION OR TO CONSOLIDATE THE CLAIMS OF MULTIPLE PERSONS.
Prevailing Party’s Attorneys’ Fees. To the extent permitted by applicable law, the prevailing party in any dispute arising under or related to this Agreement will recover its attorney’s fees and costs from the non-prevailing party including attorneys’ fees and costs that are incurred in proving not only entitlement to, but the appropriate amount of, such an award.
Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. Provider may assign and/or delegate its rights and obligations hereunder.
Counterparts. This Agreement may be executed by electronic means and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other electronic transmission shall have the same legal effect as an original signature. Customer’s electronic acceptance of this Agreement, including acceptance through a click-through or click-wrap process on Provider’s website or platform, shall constitute Customer’s valid and binding execution of this Agreement and shall have the same force and effect as a handwritten signature.
Execution; Effectiveness. Customer acknowledges and agrees that this Customer Agreement is incorporated into and forms a part of each Purchase Order submitted by Customer. By signing a Purchase Order, or by electronically accepting a Purchase Order or this Customer Agreement through a click-through or click-wrap process on Provider’s website or platform, Customer affirms that it has reviewed this Customer Agreement, understands its terms, and has the authority to bind the purchasing party. Customer’s execution or electronic acceptance of a Purchase Order shall constitute Customer’s valid and binding execution of this Customer Agreement and shall make this Customer Agreement fully effective and enforceable against Customer without the need for Immigration Court Mentor, LLC to execute or countersign any Purchase Order or this Customer Agreement. Provider may rely upon and enforce any Purchase Order and this Customer Agreement immediately upon Customer’s execution or electronic acceptance.