Alma Client Terms of Service
Last updated Sep 15, 2026
Effective: 2026-09-15 — View previous versions
Please read this Client Terms of Service agreement (the "Terms of Service") carefully. This website and its subdomains (collectively, the "Website"), the information on the Website, and the Platform and resources available or enabled via the Website (collectively, the "Platform"), are controlled by ALMACA, INC. dba Alma ("Alma"). These Terms of Service, together with any order form or statement of work signed by you and Alma that references them (each, an "Order Form") and any exhibits to it (collectively, the "Agreement"), govern your access to and use of the Platform and any related services provided by Alma’s third-party legal partner - Alma Legal Services, P.C. (the "Legal Services"). "Alma Services" means the Platform and the intake, collation, bookkeeping, invoicing and facilitation services provided by Alma. "Services" means the Alma Services and the Legal Services collectively.
Please note that the Platform is a tool designed to facilitate and streamline your visa application process and other immigration procedures as might be required, but the Platform does not provide or constitute legal advice and is not a substitute for the advice or services of an attorney. Any legal advice provided in connection with the Platform, or the Services is provided by the attorney from Alma Legal Services, P.C. ("Alma Legal Services") (each, an "Attorney") who supervises your particular visa petition process.
By signing an Order Form that references these Terms of Service, or by clicking "I Accept," completing the registration process, or otherwise accessing or using any of the Platform, you represent that (1) you have read, understand, and agree to be bound by the Agreement, (2) you are of legal age to form a binding contract with Alma, and (3) you have the authority to enter into the Agreement personally or on behalf of the legal entity identified in the Order Form or during the account registration process, and to bind that legal entity to the Agreement. The term "you" refers to the individual or such legal entity throughout this Agreement, as applicable. If you, or if applicable, such legal entity, do not agree to be bound by the Agreement, you, and if applicable, such legal entity, may not access or use any of the Platform.
PLEASE BE AWARE THAT SECTION 8 (DISPUTE RESOLUTION) OF THE AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW ANY DISPUTES BETWEEN US WILL BE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
Please note that the Agreement is subject to change by Alma in its sole discretion at any time. When changes are made, Alma will make a copy of the updated Agreement available at the Website and update the "Last Updated" date at the top of these Terms of Service. If we make any material changes to the Agreement, we will provide notice of such material changes on the Website and attempt to notify you by sending an email to the email address provided in your account registration. Any changes to the Agreement will be effective immediately for new users of the Platform and will be effective for existing users upon the earlier of (a) thirty (30) days after the "Last Updated" date at the top of these Terms of Service, or (b) your consent to and acceptance of the updated Agreement if Alma provides a mechanism for your immediate acceptance in a specified manner (such as a click-through acceptance), which Alma may require before further use of the Platform is permitted. Notwithstanding the foregoing, if you have entered into an Order Form, the version of these Terms of Service identified in that Order Form applies for the duration of the then-current term and will not change during that term except by written agreement. Alma may apply a revised version from the start of a renewal term by giving you written notice at least forty-five (45) days before the end of the then-current term; if you do not accept the revised version, you may elect not to renew in accordance with the Order Form. If you do not agree to the updated Agreement, you must stop using all features of the Platform upon the effective date of the updated Agreement. Otherwise, your continued use of the Platform after the effective date of the updated Agreement constitutes your acceptance of the updated Agreement. Please regularly check the Website to view the then-current Agreement. You agree that Alma’s continued provision of the Platform is adequate consideration for the changes in the updated Agreement.
1. PLATFORM & SERVICES
1.1. The Platform. Subject to the terms and conditions of the Agreement, Alma grants you a limited, revocable, non-exclusive license to use the Platform for the sole purpose of facilitating your receipt of the Services in the manner permitted by the Agreement. Without limiting the foregoing, Alma will use commercially reasonable efforts to provide you with the following Platform features:
1.1.1. Connection with an Attorney from Alma Legal Services;
1.1.2. Information intake and collation on behalf of and under the supervision of the Attorney;
1.1.3. Bookkeeping and invoicing, including advancing government filing fees to the relevant government agency on your behalf and invoicing you for them under Section 3.6; and
1.1.4. Other features as provided on the Website.
1.2. The Legal Services
1.2.1. Attorney Selection. You may be given the opportunity to connect with an Attorney using the Platform. Please note the final decision to hire or not hire an Attorney from Alma Legal Services is entirely yours. Attorney performing legal services for you, even if listed on the Platform, are not agents or employees of Alma, but of Alma Legal Services. Attorneys of Alma Legal Services are not agents or employees of Alma and may agree to provide legal services directly to you under a separate agreement between you and Alma Legal Services (the "Attorney Agreement"), which Alma may make available to you through the Platform. No Legal Services are provided unless and until the Attorney Agreement takes effect. Attorneys reserve the right to make independent professional judgments regarding all visa applications and other legal services provided to you. Alma will in no way influence or attempt to affect the rendering of professional services of the Attorneys. Alma does not control and is not responsible for any Attorney’s advice, actions, or inactions. Any Attorney rendering legal services for you will maintain the attorney-client relationship with you via separate agreement, and is solely responsible to you for all legal services provided. Notwithstanding anything set forth in these Terms of Service, your Attorney Agreement governs the terms of your relationship with such Attorney.
1.2.2. Attorney Agreement. Your relationship with your Attorney is governed by the Attorney Agreement and not by these Terms of Service. Please refer to your Attorney Agreement if you have any questions about the legal services your Attorney will provide or your Attorney’s obligations to you.
1.2.3. Disclaimer on Legal Advice; No Attorney-Client Relationship. Alma is not a law firm nor lawyer referral service, nor does it offer legal representation, legal advice, legal opinions, nor legal counseling. YOU EXPRESSLY AGREE NO ATTORNEY-CLIENT RELATIONSHIP IS FORMED BETWEEN YOU AND ALMA. Alma may facilitate communication between you and your Attorney via the Platform and may streamline your Attorney’s provision of the Legal Services and, while this facilitation does not constitute legal advice, it may be covered by the attorney-client or work product privileges under state law. Whether to follow any recommendations or suggestions provided by your Attorney or the Platform and whether to act on any recommended actions is solely your decision and responsibility.
1.3. Your Obligations with Respect to the Platform and Services
1.3.1. Visa Application Beneficiary. If you and the prospective beneficiary of the visa application are different individuals, you understand and acknowledge that the Alma Services are provided on your behalf, not on behalf of the visa application beneficiary. You represent and warrant that you will inform each beneficiary of this fact and ensure their understanding prior to commencement of any application process using the Platform or the Services. The identity of the Attorney’s client, and the scope of any attorney-client relationship with a beneficiary, are determined solely by the Attorney Agreement.
1.3.2. Responsibilities. You agree that you are exclusively responsible for:
(a) Providing all requested information about the beneficiary of any visa application (collectively, the "Beneficiary Data") on a timely basis, and timeliness of the Services or any results thereof is dependent on your promptness;
(b) The accuracy of all Beneficiary Data that you provide to your Attorney or through the Platform, and the quality of the Services or any results thereof is dependent on the accuracy of such Beneficiary Data; and
(c) The completeness of the Beneficiary Data you provide to your Attorney or through the Platform, and the quality of the Services or any results thereof is dependent on the completeness of such Beneficiary Data.
1.3.3. Restrictions. You agree that you will not:
(a) Use the Platform or the Services to conduct or pursue any illegal activities; or
(b) License, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of the Platform; frame or utilize framing techniques to enclose any trademark, logo, or other parts of the Platform (including images, text, page layout or form); use any metatags or other "hidden text" using Alma’s name or trademarks; modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform except to the extent the foregoing restrictions are expressly prohibited by applicable law; use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); copy, reproduce, distribute, republish, download, display, post or transmit any portion of the Platform in any form or by any means; or remove or destroy any copyright notices or other proprietary markings contained on or in the Platform.
2. PRIVACY
2.1. Privacy Policy. We collect, process, transfer and secure personal data about you and any visa application beneficiaries (including but not limited to all Beneficiary Data) pursuant to the terms of our Privacy Policy, which can be found at https://www.tryalma.com/privacy-policy, and, where executed by the parties, a data processing addendum.
2.2. Beneficiary Data Disclosure. Without limiting our Privacy Policy, you hereby authorize Alma to: (a) convey and discuss your Beneficiary Data and any other visa application information provided by you via the Platform with your Attorney, (b) disclose Beneficiary Data to Alma’s third-party vendors solely to the extent necessary to provide, improve, and protect the Platform; and (c) assist your Attorney in submitting Beneficiary Data as part of your requested visa application to the relevant government entity.
2.3. Confidentiality. Alma will not disclose, reproduce, summarize, or distribute your Beneficiary Data or any non-public information disclosed to Alma by you about you or any visa beneficiary except to provide the Platform, facilitate or improve your Attorney’s provision of the Services to you, or as otherwise explicitly provided hereunder, and subject to Section 9.11 (Publicity Rights).
3. FEES
3.1. Fees. Your use of the Platform and the Services is billed on a flat-fee basis as set out in your Order Form and any pricing exhibit to it. Those amounts, together with any other charges payable by you under the Agreement, are the "Fees." Fees are invoiced and payable as set out in the Order Form and Section 3.6. Except as expressly set forth in the Agreement or the Attorney Agreement, all Fees are non-refundable.
3.2. Additional Visas. Any Services related to visa applications of a classification not priced in your Order Form will be subject to additional fees at Alma’s then-current rates.
3.3. Additional Services. The Fees do not include any additional services which are not expressly included in your Order Form. Third-party costs - including translation, courier, credential evaluation, expert opinion letters and recruitment advertising - are not included in the Fees and are charged separately to You.
3.4. No Sharing of Attorney Fees. You understand and agree that the portion of the Fees constituting legal fees for the Legal Services is remitted in full to your Attorney and is not shared with Alma. The remainder of the Fees, if any, is retained by Alma as consideration for the Platform and the Alma Services. Government filing fees advanced by Alma and reimbursed by you are not compensation to Alma or to your Attorney.
3.5. Filing Fee Increases. In the event that the United States Citizenship and Immigration Service ("USCIS") increases filing fees while a petition is being prepared in connection with the Services (prior to filing), you remain responsible for the filing fee amount required at the time of filing, and Alma reserves the right to invoice you for the amount of the increase. For the avoidance of doubt, this Section 3.5 does not increase Alma’s Platform fees or the legal fees payable to your Attorney.
3.6. Invoicing, Filing Fee Advances and Late Payment. Alma invoices on the filing of each matter for the applicable Fee and for any government filing fees advanced on your behalf. Invoices are payable within thirty (30) days of the invoice date, or on such other terms as your Order Form specifies, in USD. Alma advances government filing fees to USCIS and other relevant agencies on your behalf and you reimburse Alma at actual cost, without mark-up. Amounts advanced are not held in trust and are not compensation to Alma or to your Attorney. Alma may require prepayment of government filing fees for any matter where you have an invoice outstanding beyond its due date. Alma is not obliged to file any matter until any required prepayment is received. Amounts not paid when due bear interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by law, accruing from the due date, and you are responsible for reasonable costs of collection including reasonable attorneys’ fees. If an undisputed invoice remains unpaid for more than fifteen (15) days after its due date, Alma may, on written notice, suspend your access to the Platform and decline to commence new matters or advance further filing fees until payment is received. Suspension does not relieve you of your payment obligations and is without prejudice to your Attorney’s separate obligations under the Attorney Agreement and the rules of professional conduct.
3.7. Payment Providers. You must provide Alma with valid bank details for ACH/Wire, or a valid credit card (Visa, MasterCard, or any other issuer accepted by us), or equivalent payment provider accepted by Alma in its sole discretion (each, a "Payment Provider") as a condition to receiving the Services. Your agreement with the applicable Payment Provider governs your use of the designated credit card or account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities with respect thereto. By providing Alma with your Payment Provider and associated account information, you agree that Alma is authorized to charge or invoice your account for all fees and charges as they become due and payable under Section 3.6 and that no additional notice or consent is required. You agree to immediately notify Alma of any change in your billing address or the credit card or account used for payment hereunder. Alma reserves the right at any time to change its standard prices and billing methods, either immediately upon posting on the Website or by email delivery to you, provided that no such change alters the Fees set forth in your Order Form during the then-current term, which may be amended only by written agreement.
3.8. Taxes. The payments required under Section 3 (Fees) do not include any Sales Tax (as defined below) that may be due in connection with the services provided under the Agreement (including but not limited to the Platform and Services). If Alma determines it has a legal obligation to collect a Sales Tax from you in connection with the Agreement, Alma may collect such Sales Tax in addition to the payments required under this Section 3 (Fees). If any services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Alma, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Alma for any liability or expense Alma may incur in connection with such Sales Taxes. Upon Alma’s request, you will provide Alma with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section 3.8 (Taxes), "Sales Tax" shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
4. TERM AND TERMINATION
4.1. Term. The term of the Agreement, its renewal, and the notice required for non-renewal are set out in your Order Form (the "Term"). If you use the Platform without an Order Form, the Agreement applies for as long as you access or use the Platform. For the avoidance of doubt, while the Agreement itself is limited to the Term, the Services with respect to each visa application submitted during the Term shall continue until a decision is rendered by USCIS on such application, notwithstanding the expiration of the Term, unless terminated earlier in accordance with Section 4.2.
4.2. Termination. Alma may immediately suspend your access to the Platform or terminate this Agreement: (a) upon breach or reasonably suspected breach of this Agreement by you; (b) if timely payment cannot be charged to your Payment Provider for any reason, or any undisputed invoice remains unpaid beyond the period stated in Section 3.6; or (c) if Alma is required to do so by law (for example, where the provision of the Services or Platform is, or becomes, unlawful). You may terminate this Agreement by giving notice of non-renewal in accordance with your Order Form, or immediately on written notice if Alma is in material breach of this Agreement and has not cured that breach within thirty (30) days of your written notice describing it. Termination by you under this Section 4.2 does not entitle you to a refund of prepaid Fees except as provided in the Attorney Agreement.
4.3. Effect of Termination. Termination of the Agreement includes removal of your access to the Platform and barring of further use of the Platform. Termination of the Agreement also includes deletion of your password and all related information, files and Beneficiary Data associated with or inside your account on the Platform, except to the extent Alma or your Attorney is required to retain such information (i) to complete Services for visa applications that survive termination under Section 4.1, (ii) to enable your Attorney to comply with applicable file-retention, client-file-return and professional-responsibility obligations, or (iii) as required by law. On written request made within thirty (30) days after termination, Alma will make the Beneficiary Data available to you in a commercially reasonable format before deletion. You understand that any termination of the Agreement or your use of the Platform or Services may involve deletion of the Beneficiary Data associated therewith from Alma’s live databases. Alma will not have any liability whatsoever to you for any suspension or termination in accordance with this Section 4.3. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
5. DISCLAIMER OF WARRANTIES AND CONDITIONS
5.1. No Guarantee of Visa Approval. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL IMMIGRATION DECISIONS ARE MADE EXCLUSIVELY IN THE DISCRETION OF THE UNITED STATES FEDERAL GOVERNMENT AND THAT THERE IS NO GUARANTEE THAT ANY PARTICULAR VISA APPLICATION WILL BE SUCCESSFUL. You further understand and acknowledge that the laws, regulations, or processes governing visa applications can change at any time. Your Attorney may determine that a particular individual whom you propose as a beneficiary is ineligible for any or all visa types; such determination will not render you eligible for any refund except as provided by the Attorney Agreement.
5.2. Platform Provided As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK, AND THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. ALMA EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM USE OF THE PLATFORM. ALMA MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE.
5.3. Disclaimers with Respect to Alma Services. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALMA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE ALMA SERVICES. ALMA DOES NOT GUARANTEE THE RESULTS OF ANY RECOMMENDATIONS PROVIDED BY THE PLATFORM OR SERVICES OR THE SUCCESS OF ANY PETITION SUBMITTED IN CONNECTION WITH THE SERVICES. ALMA WILL NOT BE LIABLE FOR, AND EXPLICITLY DISCLAIMS ALL LOSSES ARISING FROM ANY RECOMMENDATIONS MADE IN CONNECTION WITH THE SERVICES, ANY ADVICE AND SERVICES FROM ANY ATTORNEY, ANY INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO ALMA OR ANY ATTORNEY, ALL LOSSES ARISING FROM ADHERING TO YOUR WRITTEN OR ORAL INSTRUCTIONS, AND ANY ACT OR FAILURE TO ACT BY YOU AND/OR ANY THIRD PARTY THAT IMPLEMENTED ANY ATTORNEY’S RECOMMENDATIONS. YOU ACKNOWLEDGE THAT ALMA WILL NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION PROVIDED BY YOU OR ON YOUR BEHALF AND IS NOT RESPONSIBLE FOR ANY RESULTING DETERMINATIONS, DECISIONS, TAXES, PENALTIES, OR INTEREST. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS SECTION 5.3 (DISCLAIMERS WITH RESPECT TO ALMA SERVICES) GOVERNS THE ALMA SERVICES ONLY; THIS SECTION DOES NOT APPLY TO LEGAL SERVICES PROVIDED BY ANY ATTORNEY OR YOUR ATTORNEY-CLIENT RELATIONSHIP WITH YOUR ATTORNEY (WHICH IS GOVERNED BY THE ATTORNEY AGREEMENT), NOR IS IT INTENDED TO ALTER ANY ETHICAL OR LEGAL OBLIGATIONS YOUR ATTORNEY MAY OWE TO YOU.
6. LIMITATION OF LIABILITY
6.1. Limitation on Indirect Liability. IN NO EVENT SHALL ALMA BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT ALMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
6.2. Limitation on Amount of Liability. IN NO EVENT SHALL ALMA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID BY YOU TO ALMA PURSUANT TO THE AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN SECTIONS 6.1 AND 6.2 DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS UNDER SECTION 3 (FEES) OR YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION). NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS SECTION 6.2 (LIMITATION ON AMOUNT OF LIABILITY) GOVERNS THE PLATFORM AND ALMA SERVICES PROVIDED BY ALMA ONLY; THIS SECTION DOES NOT APPLY TO LEGAL SERVICES PROVIDED BY YOUR ATTORNEY OR YOUR ATTORNEY-CLIENT RELATIONSHIP WITH YOUR ATTORNEY (WHICH IS GOVERNED BY THE ATTORNEY AGREEMENT), NOR IS IT INTENDED TO ALTER ANY ETHICAL OR LEGAL OBLIGATIONS YOUR ATTORNEY MAY OWE TO YOU.
7. INDEMNIFICATION
You agree to indemnify and hold Alma, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, an "Alma Party" and collectively, the "Alma Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) the Beneficiary Data; (b) your use of the Platform in violation of the Agreement; (c) your violation of any rights of another party, including any visa beneficiaries; or (d) your violation of any applicable laws, rules or regulations. Alma reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with Alma in asserting any available defenses. This provision does not require you to indemnify any of the Alma Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Platform or any Services provided hereunder. You agree that the provisions in this Section 7 (Indemnification) will survive any termination of the Agreement and/or your access to the Platform or Services.
8. DISPUTE RESOLUTION
Please read this Section 8 (sometimes referred to herein as this "Arbitration Agreement") carefully. It is part of your contract with Alma and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION.
8.1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Alma agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Website, any communications you receive from Alma, or the Agreement and prior versions of the Agreement, including claims and disputes that arose between you and Alma before the effective date of the Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (a) you and Alma may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Alma may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of this Agreement.
8.2. Informal Dispute Resolution. There might be instances when a Dispute arises between you and Alma. If that occurs, Alma is committed to working with you to reach a reasonable resolution. You and Alma agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Alma therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Alma that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legalnotice@tryalma.ai, or regular mail to our offices located at ALMACA, INC., 605 Market Street, San Francisco, CA 94105, Attn: Legal. The Notice must include: (a) your name, telephone number, mailing address, and email address (if you have one); (b) the name, telephone number, mailing address and email address of your counsel, if any; and (c) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
8.3. Waiver of Jury Trial. YOU AND ALMA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Alma are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 8.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
8.4. Waiver of Class and Other Non-Individualized Relief. YOU AND ALMA AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 8.9 (BATCH ARBITRATION), EACH OF YOU AND ALMA MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 8.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Alma agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in San Francisco, California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Alma from participating in a class-wide settlement of claims.
8.5. Rules and Forum. The Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Conference described above does not resolve satisfactorily within sixty (60) days after receipt of the Notice, you and Alma agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the Commercial Arbitration Rules (the "AAA Rules") then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/commercial. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (a) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (d) a statement certifying completion of the Informal Dispute Resolution process as described above; and (e) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Unless you and Alma otherwise agree, or the Batch Arbitration process discussed in Section 8.9 (Batch Arbitration) is triggered, the arbitration will be conducted in San Francisco County, California. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. You and Alma agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
8.6. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of commercial dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 8.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
8.7. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (a) all Disputes arising out of or relating to Section 8.4 (Waiver of Class or Other Non-Individualized Relief), including any claim that all or part of Section 8.4 is unenforceable, illegal, void or voidable, or that Section 8.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (b) except as expressly contemplated in Section 8.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (c) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (d) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 8.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
8.8. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Alma need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Conference, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
8.9. N/A
8.10. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: ALMACA, INC., 605 Market Street, San Francisco, CA 94105, Attn: Legal, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address provided to Alma (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
8.11. Invalidity, Expiration. Except as provided in Section 8.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Alma as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
8.12. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Alma makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Alma at ALMACA, INC., 605 Market Street, San Francisco, CA 94105, Attn: Legal, your continued use of the Website, including the acceptance of products and services offered on the Website following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Website, any communications you receive, any products sold or distributed through the Website or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Alma will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
9. GENERAL
9.1. Governing Law. Any dispute, claim or request for relief relating in any way to your use of the services will be governed and interpreted by and under the laws of the state of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement.
9.2. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Alma agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Francisco, California.
9.3. Waiver. Neither party will be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.
9.4. Severable Provisions. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
9.5. Notices. Where Alma requires that you provide an email address, you are responsible for providing Alma with your most current email address. In the event that the last email address you provided to Alma is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, Alma’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Alma by email to legalnotice@tryalma.ai and by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ALMACA, INC., 605 Market Street, San Francisco, CA 94105, Attn: Legal. Such notice is deemed given on confirmed delivery of the letter or, if earlier, on Alma’s written acknowledgement of the email.
9.6. No Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Alma’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Alma may assign the Agreement in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
9.7. OFAC. You may not use, export, import, or transfer any portion of the Platform except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Platform, and any other applicable laws. In particular, but without limitation, the Platform may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Platform, you represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (2) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Platform for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Alma are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Alma products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
9.8. Anti-Money Laundering. You hereby represent and warrant that at all times you have conducted and will conduct your operations ethically and in accordance with all laws, including but not limited to laws that prohibit commercial bribery and money laundering (the "Anti-Money Laundering Laws"), and that all funds which you will use to comply with your payments obligations under this Agreement will be derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. You will provide us with all information and documents that we from time to time may request in order to comply with all Anti-Money Laundering Laws.
9.9. Anti-Corruption Laws. Neither you nor any of your agents, subcontractors, representatives or anyone acting on your behalf, (a) has, directly or indirectly, offered, paid, given, promised, or authorized the payment of any money, gift or anything of value to: (1) any Government Official or any commercial party, (2) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, or (3) any employee or representative of Alma for the purpose of (i) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (ii) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, (iii) securing an improper advantage or (iv) securing the execution of this Agreement, (b) will authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with this Agreement, the Platform, or the Services. For purposes of this section, "Government Official" means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office.
9.10. Electronic Communications. The communications between you and Alma may take place via electronic means, whether you visit the Services or send Alma emails, or whether Alma posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Alma in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Alma provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
9.11. Publicity Rights. Alma may use Your name, logo, trademark, trade name, service mark, and/or other identifying indicia in Alma's advertising, marketing, promotional materials, website, social media, case studies, press releases, and customer lists, in any medium now known or hereafter developed, including, without limitation, to identify that You are a client of Alma without compensation, prior notice, or approval rights, provided that such use does not disclose the identity of any visa beneficiary or the substance of any petition. You agree to consider in good faith reasonable requests from Alma to participate in marketing and promotional activities, including providing testimonials or references. This right survives termination of this Agreement.
9.12. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
