MASTER SERVICES AGREEMENT

1. Definitions

For purposes of this Agreement:

"Platform" means the Portunus software platform, tools, workflows, dashboards, systems, and interfaces.

"Services" means the technology-enabled, administrative, and informational services provided by Portunus through the Platform.

"Deliverables" means materials generated through the Platform, including drafts, templates, structured documents, analyses, and organisational outputs.

"Client Content" means information, documents, data, and materials submitted or uploaded by Client.

"Third-Party Attorney" means a licensed U.S. immigration attorney who may provide legal services directly to Client pursuant to a separate attorney–client engagement agreement.

"Government Authorities" means U.S. or foreign immigration, consular, or regulatory authorities.

2. Scope of Services

Portunus provides access to a technology platform designed to assist clients with the preparation, organisation, and structuring of materials related to U.S. immigration matters, including but not limited to E-2 Treaty Investor and O-1 visa applications.

Services may include, without limitation:

• document drafting, generation, and structuring tools
• business plans and financial projections
• non-legal eligibility, readiness, and compliance assessments
• exhibit and binder organisation
• platform workflows, dashboards, and administrative tools

All Services are assistive, administrative, and informational in nature.

Any references to compliance, eligibility, or readiness analyses refer solely to non-legal, informational assessments based on user-provided data and publicly available criteria, and do not constitute legal opinions or legal conclusions.

Portunus does not submit filings, communicate with Government Authorities, or act on Client's behalf.

3. No Legal Services / No Attorney–Client Relationship

Portunus is not a law firm and does not provide legal advice or legal representation.

Nothing in this Agreement, the Services, or the Deliverables:

• constitutes legal advice
• creates an attorney–client relationship
• substitutes for advice from a licensed immigration attorney

Any attorney–client relationship exists solely between Client and a Third-Party Attorney, pursuant to a separate attorney engagement agreement.

4. Third-Party Attorney Services

Where Client elects to purchase or access services involving legal review or legal representation:

• Legal services are provided exclusively by independent Third-Party Attorneys.
• Portunus does not supervise, direct, or control legal services or legal judgment.
• Third-Party Attorneys are not employees, partners, agents, or joint venturers of Portunus.
• Portunus does not assume responsibility for legal advice, filings, or outcomes.

Client must separately accept the applicable Attorney–Client Engagement Agreement, which governs all legal services.

Any claims, disputes, or complaints arising from legal services must be brought solely against the attorney providing those services, and not against Portunus.

5. Payment Facilitation for Legal Services

In certain cases, Portunus may collect legal fees from Client solely as a payment facilitation and administrative convenience.

Client acknowledges and agrees that:

• legal fees are determined by the Attorney and disclosed prior to acceptance
• Portunus does not mark up, retain, or share in attorney fees
• funds may be automatically split or remitted to the Attorney
• Portunus's role is purely administrative and does not affect the attorney–client relationship
• Portunus does not influence legal advice, strategy, or professional judgment

Portunus's payment facilitation role does not constitute the provision of legal services, fee-splitting, or a partnership or agency relationship.

6. Client Responsibilities

Client agrees to:

• provide accurate, complete, and truthful information
• promptly review all Deliverables
• independently verify all materials prior to use or submission
• make all final decisions regarding immigration strategy and filings

Client remains solely responsible for all submissions, representations, and outcomes.

7. Automated & AI-Assisted Outputs

Client acknowledges that certain Deliverables may be generated or assisted by automated systems, including artificial intelligence.

Such outputs:

• may contain assumptions, estimates, or errors
• require independent review
• are not a substitute for professional judgment

Client accepts full responsibility for verifying all Deliverables prior to reliance or submission.

8. No Guarantees

Portunus does not guarantee:

• visa approval or eligibility
• acceptance of materials by Government Authorities
• accuracy of third-party data or assumptions
• any legal, immigration, or commercial outcome

All immigration decisions are made solely by Government Authorities.

9. Fees, Payment & Refund Policy

Fees are disclosed at the time of purchase and processed via third-party payment providers (e.g., Stripe).

Except where required by law, all fees are non-refundable once substantive Services have commenced.

Services are deemed commenced upon generation of any customised Deliverables, including but not limited to:

• business plans
• financial projections
• readiness or compliance analyses
• structured application or binder materials

Refund terms applicable to legal services are governed solely by the Attorney–Client Engagement Agreement and applicable professional responsibility rules.

10. Intellectual Property

Portunus retains all rights, title, and interest in the Platform, software, templates, methodologies, and workflows.

Client is granted a limited, non-exclusive, non-transferable license to use Deliverables solely for their own immigration application purposes.

11. Confidentiality & Data Handling

Portunus will use commercially reasonable efforts to safeguard Client Content and maintain confidentiality consistent with its Privacy Policy.

Portunus does not guarantee absolute security and shall not be liable for unauthorized access beyond its reasonable control.

12. No Reliance

Client acknowledges that they have not relied on any representations outside this Agreement, including marketing materials or informal communications.

13. Limitation of Liability

To the maximum extent permitted by law:

• Portunus shall not be liable for indirect, incidental, consequential, special, or punitive damages
• Portunus's total aggregate liability shall not exceed the fees paid by Client to Portunus in the twelve (12) months preceding the claim

14. Indemnification

Client agrees to indemnify and hold harmless Portunus from claims arising out of:

• inaccurate or incomplete Client Content
• misuse of the Services or Deliverables
• submissions made by Client or their attorney
• violation of applicable laws or regulations

15. Suspension & Termination

Portunus may suspend or terminate Services for breach, misuse, or unlawful conduct.

Termination does not entitle Client to a refund.

16. Force Majeure

Portunus shall not be liable for delays or failures caused by events beyond reasonable control.

17. Relationship of the Parties

The parties are independent contractors.

Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

18. Assignment

Client may not assign this Agreement without prior written consent.

Portunus may assign this Agreement as part of a merger, sale of assets, or corporate restructuring.

19. Dispute Resolution & Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association.

• Location: New York, New York
• Individual claims only; no class or representative actions

Judgment on the award may be entered in any court of competent jurisdiction.

20. Governing Law

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law principles.

This governing law provision applies only to the Services provided by Portunus.

21. Severability

If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

22. Survival

Sections relating to liability, indemnification, arbitration, governing law, and intellectual property survive termination.

23. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements or understandings.

24. Contact

Legal inquiries: