Extraordinary Visa Preparation and Filing Terms and Conditions

VISA PREPARATION AND FILING TERMS & CONDITIONS

This Visa Preparation and Filing Services Agreement is entered into by and between Extraordinary Alien Club, a Delaware Corporation ("Extraordinary"), and the individual seeking visa preparation and filing services ("Client") identified on the Extraordinary order form or similar document which references this Agreement ("Order Form"). Upon execution of an Order Form, this Agreement is incorporated into the Order Form by reference (the Order Form and this Agreement together referred to as the "Agreement"). This Agreement is effective as of the date that the Client executes the Order Form ("Effective Date"). Each of Extraordinary and Client are referred to herein as a "Party" and collectively the "Parties". The Parties agree as follows:

SERVICES
1. Visa Preparation Services. Subject to the terms and conditions of this Agreement, Extraordinary agrees to provide Client with visa preparation and filing services for the visa type specified in the Order Form (the "Services"). These Services include case strategy development, evidence gathering support, petition drafting, and may include payment and processing of applicable government filing fees if specified in the Order Form. The Services relate exclusively to the preparation, submission, and final adjudication of the specific visa petition and do not constitute legal representation or extend to any other visa-related services or legal matters beyond the specific petition.
2. Documentation. Subject to the terms and conditions of this Agreement, Extraordinary hereby grants Client a limited, non-exclusive, non-sublicensable, non-transferable right to use the Documentation during the Term of this Agreement solely for Client's personal use in connection with the Services. "Documentation" means the manuals, instructions, or other documents and materials Extraordinary makes available to Client which describe the features and functionality of the Services, and instructions for the use thereof.
3. Modifications. Client agrees that Extraordinary may update, modify or enhance the Services and Documentation at any time. All updates, modifications, or enhancements to the Services and Documentation made available to Client by Extraordinary will thereby be made part of the Services and Documentation and will be subject to the terms and conditions of this Agreement.
CLIENT RESPONSIBILITIES
1. Client Obligations. Client acknowledges and agrees that they are solely responsible for: i. Identifying and coordinating with a qualified U.S. sponsor, if required. While Extraordinary will provide guidance and support regarding the sponsor process, it is not responsible for securing or managing the sponsor relationship; ii. Cooperating fully throughout the visa preparation and filing process and providing accurate, complete, and timely information when requested; iii. Promptly notifying Extraordinary of any material changes that could affect the visa petition; iv. Responding to any Requests for Evidence (RFEs) or similar inquiries from immigration authorities in a timely manner; v. Attending any required interviews or appointments related to the visa petition.
2. Client Data. Client is and will remain solely responsible for obtaining all requisite authorizations, licenses, and consents for the processing of Client Data, including Personal Information (if any), by Extraordinary pursuant to or in connection with this Agreement. "Client Data" means the electronic information or data submitted or made available by or on behalf of Client that is received, processed or stored by Extraordinary as part of the Services, and excludes, for the avoidance of doubt, Anonymized Data. "Personal Information" means data that identifies, relates to, or could reasonably be linked to a natural person or household, whether directly or indirectly.
3. Suspension. Extraordinary may suspend the provision of the Services, in whole or in part, at any time if Extraordinary determines or reasonably suspects that: (i) Client is using or intends to use the Services in violation of this Agreement or in violation of any applicable law, rule or regulation; (ii) any information submitted by Client has been compromised or is inaccurate; (iii) suspension is necessary to protect Extraordinary's interests; or (iv) Client has failed to pay Fees when due. Extraordinary may, but is not obligated to, give prior written notice of such suspension.
PAYMENT
1. Flat Fee Structure. The total fee for the Services described in this Agreement is set forth in the Order Form ("Fees") and is inclusive of all costs related to the preparation and submission of the petition, unless otherwise specified. Client will pay Extraordinary all Fees at the times identified in the Order Form (or if none, upon execution of the Order Form), without deduction or set off. All payments of Fees must be made in U.S. Dollars. Payment can be made by credit card, electronic funds transfer, or other methods as specified on the Order Form. Client agrees that all payments of Fees are nonrefundable, except as expressly set forth in this Agreement.
2. Government Filing Fees. Unless explicitly included in the Fees as stated in the Order Form, Client is responsible for paying all government filing fees, visa application fees, premium processing fees, and any other fees charged by government agencies related to the visa petition. Extraordinary may collect these fees from Client and remit them to the appropriate government agencies on Client's behalf.
3. Late Payments. All late payments will bear interest at the lesser of the rate of one and a half percent (1.5%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.
4. Taxes. Fees are exclusive of Taxes, and Client is solely responsible for the payment of all such Taxes. "Taxes" means all of the following: sales, use or privilege taxes, excise or similar taxes, value added taxes, import and export taxes, duties or assessments, shipping, handling, insurance, brokerage, and other related charges levied by any jurisdiction (including penalties and interest) and any costs associated with the collection and withholding of any of the foregoing items.
TERM AND TERMINATION
1. Term. This Agreement will commence on the Effective Date and remain in full force and effect until the final adjudication of the visa petition specified in the Order Form, unless earlier terminated in accordance with this Agreement (the "Term").
2. Termination for Breach. Either Party may terminate this Agreement (i) upon written notice of a material breach to the other Party if the other Party fails to cure such material breach within ten (10) days after receipt of such notice (or three (3) days in the event of Client's failure to pay amounts due); or (ii) immediately if the other Party materially breaches this Agreement and such breach is uncurable.
3. Effect of Termination. Upon expiration or termination of this Agreement: (i) Extraordinary's obligation to provide Services will terminate immediately; and (ii) Client will pay all outstanding amounts due within ten (10) days of the effective date of expiration or termination.
OWNERSHIP
1. Materials. Except for the limited use rights expressly granted to Client in this Agreement, and excluding Third-Party Materials (defined below), if any, Extraordinary retains all right, title, and interest in and to the Services, Documentation, all materials created in the course of providing Services, and all intellectual property rights in and to the same. "Third-Party Materials" means any and all goods, services, software, data, or other materials or information, in any form or medium, including any documents, data, content, specifications, products, equipment, or components, of or relating to the Services that are not proprietary to Extraordinary.
2. Client Data. Except for the limited use rights granted to Extraordinary in this Agreement, Client has and retains all right, title, and interest, in and to the Client Data. Client hereby grants Extraordinary a non-exclusive, worldwide, royalty-free right and license during the Term and any post-Term data retention period in accordance with Section 6 (Confidentiality) to use, reproduce, distribute, modify, display, and prepare derivative works of the Client Data for purposes of providing the Services to Client or as set forth in Extraordinary's Privacy Policy available at https://at.extraordinary.com/legal/privacy-policy. Client Data is Client Confidential Information.
3. Anonymized Data. Client acknowledges and agrees that Extraordinary has and retains all right, title, and interest in and to the Anonymized Data (defined below) and all intellectual property rights therein. Client acknowledges and agrees that Extraordinary may, without limitation: (i) compile and aggregate Client Data and information that is derived from or based on Client's use of the Services; (ii) use, reproduce, modify, distribute, display and create derivative works of Anonymized Data; and (iii) use the Anonymized Data to test, benchmark, modify, and improve the Services. "Anonymized Data" means data, including Client Data, that has been aggregated and anonymized so that it does not identify any individual, household, or entity.
4. Feedback. The Parties acknowledge and agree that Feedback (defined below) is not Client's Confidential Information or a trade secret. To the extent Client has or retains any right in or to the Feedback, Client hereby grants Extraordinary a non-exclusive, worldwide, royalty-free irrevocable, perpetual right and license to use and exploit Feedback without attribution or compensation, including, without limitation the right to grant sublicenses to the same. "Feedback" means any questions, suggestions, ideas, comments, or other communications from Client regarding the Services.
CONFIDENTIALITY
1. Confidentiality Obligations. Each Party (the "Receiving Party") may receive Confidential Information (defined below) from the other Party (the "Disclosing Party") in connection with this Agreement. The Receiving Party will: (i) only use the Disclosing Party's Confidential Information for purposes of performing its obligations and enforcing its rights under this Agreement; (ii) not make any use of the Disclosing Party's Confidential Information other than for the purposes of performing its obligations or enforcement of its rights under this Agreement; (iii) only disclose the Disclosing Party's Confidential Information to its employees, agents, subcontractors, and advisors ("Representatives") who have a need to know such information for purposes of performing under this Agreement and who are under written or professional obligations of confidentiality; and (iv) protect the Disclosing Party's Confidential Information with the same degree of care with which it protects its own Confidential Information of a similar nature, and in no event with less than a reasonable standard of care. The Receiving Party is and will be liable for any breach of these confidentiality obligations by its Representatives. "Confidential Information" means all information pertaining to a Party's business affairs, plans, designs, strategies, and other proprietary information, trade secrets, and all information which, given the nature of the information disclosed and circumstances surrounding its disclosure, a reasonable person should consider confidential, whether disclosed orally, in writing, or otherwise, and regardless of whether such information is designated as confidential.
2. Exclusions to Confidential Information. Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party's breach of this Agreement; (ii) is obtained by the Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (iii) was in the Receiving Party's possession prior to the Disclosing Party's disclosure hereunder, as established by documentary evidence; or (iv) was or is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
3. Return of Confidential Information. Client will, at Extraordinary's option, return or destroy (by rendering unreadable and unrecoverable) all Extraordinary Confidential Information in Client's possession or control and provide written certification of its compliance with such obligation within thirty (30) days of the effective date of expiration or termination of this Agreement. Client acknowledges and agrees that Extraordinary has no obligation to retain Client Data for more than thirty (30) days beyond the effective date of expiration or termination of this Agreement, except to the extent required by applicable law. Client may request that Extraordinary return Client Data to Client in a commercially standard format if Client gives Extraordinary written notice of such request within thirty (30) days of the expiration or termination of this Agreement.
IMMIGRATION SERVICES DISCLAIMER
1. No Attorney-Client Relationship. Extraordinary is not a law firm and does not provide legal services. Use of the Services does not create an attorney-client relationship between Client and Extraordinary. The Services are designed to facilitate the visa application process but are not a substitute for professional legal advice.
2. Accuracy of Information. Extraordinary does not warrant or guarantee the accuracy or completeness of any information provided through the Services. Extraordinary expressly disclaims any obligation to verify the accuracy of Client Data or any information submitted or generated through the Services.
3. Limited Agency Authorization. Client expressly authorizes Extraordinary to act as Client’s limited agent solely for the purposes of facilitating legal service delivery by Partner Counsel, including transmitting documents, initiating engagements, and scheduling consultations. Extraordinary shall not provide legal advice and shall not be deemed to have a fiduciary or professional legal duty beyond such facilitation.
4. No Guaranteed Outcomes. Extraordinary does not guarantee any specific outcome related to Client's visa application or immigration status. The Services are intended to provide assessment, guidance, preparation, and support, but approval of any visa or immigration application is at the sole discretion of the relevant government authorities. Client acknowledges that visa applications may be denied even when properly prepared and filed.
5. Single-Use Services. Client acknowledges that the Services provided under this Agreement are for a single visa petition as specified in the Order Form. Any additional visa petitions, renewals, extensions, or amendments will require a separate agreement and additional fees.
WARRANTY
1. Mutual Warranty. Each Party hereby represents and warrants that: (i) it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; (ii) the execution, delivery and performance of this Agreement (a) has been duly authorized by such Party, and (b) will not conflict with, result in a breach of or constitute a default under any other agreement to which such Party is a party or by which such Party is bound.
2. Extraordinary Warranty. Extraordinary hereby warrants that the Services will be performed in a professional manner consistent with industry standards for similar services.
3. Client Warranty. Client hereby represents and warrants that: (i) all information provided to Extraordinary is true, accurate, and complete; (ii) Client is duly authorized to provide to Extraordinary the Client Data for all purposes related to this Agreement; and (iii) Extraordinary's possession, reproduction, use or disclosure of the Client Data in accordance with this Agreement will not infringe upon, misappropriate or violate any right of any third party, or violate any applicable law governing Extraordinary's access to or processing of such Client Data.
4. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8 (WARRANTY), THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND EXTRAORDINARY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS, WHETHER SUCH WARRANTIES ARE EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ELSEWHERE, ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS (IF ANY) IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY PROVIDER, OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. EXTRAORDINARY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIRD-PARTY MATERIALS. EXTRAORDINARY WILL HAVE NO LIABILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES IN THE CLIENT DATA PROVIDED BY CLIENT TO EXTRAORDINARY. EXTRAORDINARY HAS NO LIABILITY FOR ERRORS IN, THE FAILURE OF, OR INACCESSIBILITY TO, THE SERVICES CAUSED IN WHOLE OR IN PART BY THIRD PARTY SERVICE PROVIDERS.
LIMITATION OF LIABILITY
1. Disclaimer of Consequential Damages. TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND PERMITTED SUCCESSORS AND ASSIGNS, BE LIABLE TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES), OR FOR THE USE OF, INABILITY TO USE, LOSS OF, INTERRUPTION, DELAY, OR RECOVERY OF ANY BREACH OF DATA OR SYSTEM SECURITY ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING ALL ORDER FORMS AND TRANSACTIONS CONTEMPLATED HEREUNDER, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY, OR OTHERWISE, AND REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. Limitation of Direct Damages. TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EXTRAORDINARY AND ITS AFFILIATES, INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND PERMITTED SUCCESSORS AND ASSIGNS, FOR ALL DAMAGES AND LIABILITIES ARISING FROM OR RELATED TO EACH INDIVIDUAL VISA PETITION UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (INCLUDING FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, RESCISSION, MISREPRESENTATION AND BREACH OF WARRANTY) WILL NOT EXCEED FIFTY PERCENT (50%) OF THE TOTAL FEES PAID BY CLIENT TO EXTRAORDINARY FOR THE SPECIFIC VISA PETITION GIVING RISE TO THE LIABILITY. FOR CLARITY, IF CLIENT SUBMITS MULTIPLE VISA PETITIONS AND A CLAIM RELATES ONLY TO ONE SPECIFIC PETITION (E.G., FOR AN INDIVIDUAL SUCH AS JANE DOE), THE LIABILITY CAP APPLIES ONLY TO THE FEES ASSOCIATED WITH THAT SPECIFIC PETITION AND NOT TO FEES PAID FOR OTHER PETITIONS.
THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 9 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF AN EXCLUSIVE REMEDY OF CLIENT UNDER THIS AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE.
GENERAL TERMS
1. Force Majeure. Neither Party will be liable for any failure to perform its obligations under this Agreement, other than its obligation to make payment, if such failure is caused by circumstances or forces beyond the affected Party's reasonable control (a "Force Majeure Event"). The affected Party will provide the non-affected Party with written notice of such Force Majeure Event and its anticipated duration.
2. Relationship of Parties. The Parties to this Agreement are independent contractors. Nothing in this Agreement shall be construed to create any agency, partnership, joint venture, or any other joint enterprise between the Parties. Neither Party shall have the authority to contract for or bind the other Party.
3. Assignment. Client may not assign any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of Extraordinary. Any assignment in violation of this Section 10.03 (Assignment) will be of no force or effect.
4. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of law provisions.
5. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall first be settled through good faith negotiations between the Parties. If the Parties cannot resolve the dispute within thirty (30) days, then either Party may initiate binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Delaware, and shall be conducted in the English language. The arbitrator's award shall be final and binding on the Parties.
6. Amendments. This Agreement shall remain fixed as of the Effective Date and the version in effect on the date the Client executes the applicable Order Form, or similar document, shall govern the Parties' relationship for the specific visa petition covered by that Order Form. For any subsequent visa petitions or additional services beyond the original scope, Extraordinary may amend this Agreement by posting an updated version at https://at.extraordinary.com/legal/visa-prep-filing-terms and providing written notice to the Client. The amended version will apply only to future services initiated after such notice is given, or upon execution of a new Order Form, or similar document.
7. Survival. Sections 4.03 (Effect of Termination), 5 (Ownership), 6 (Confidentiality), 7 (Immigration Services Disclaimer), 9 (Limitation of Liability), 10 (General Terms) and all provisions of this Agreement which, by their terms and context indicate the Parties intended them to survive, shall survive expiration or termination of this Agreement.
8. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable as adjudged by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable any other provision, all of which shall remain in full force and effect to the greatest extent permitted by law.
9. Entire Agreement. This Agreement, including all 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 and agreements, whether oral or written, with respect to the subject matter. Any modifications or amendments to the terms of this Agreement made by the Client in any Order Form are hereby expressly disclaimed, and of no force or effect.