Terms & Conditions – Partners

Visa Run Inc. (DBA “Sherpa”)

IMPORTANT: BY USING SHERPA’S TOOLS THROUGH AN AUTHORIZED PARTNER, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE OUR SERVICES.

1. ACCEPTANCE AND MODIFICATIONS

1.1 Agreement to Terms

These Terms govern your use of Sherpa’s technology platform, including the AI-powered chatbot, document preparation tools, and visa application processing tools (collectively, the “Sherpa Tools”), as made available to you through one of Sherpa’s authorized partners (each a “Partner”). The Partner through whose website or application you are accessing the Sherpa Tools is the merchant of record for your transaction and is solely responsible for the commercial relationship with you, including payment processing, refunds, billing inquiries, and customer account management.

Your commercial relationship with the Partner is governed by the Partner’s own terms and conditions, which you must accept separately. These Terms govern only your use of the Sherpa Tools and do not create a payment, refund, or billing relationship between you and Sherpa. By using the Sherpa Tools, you accept these Terms. “You” includes anyone you act for, including minors. If acting for others, you confirm authority to bind them.

1.2 Age Requirement

You must be at least eighteen (18) years old, or the age of majority in your jurisdiction (whichever is higher), to agree to these Terms and use the Sherpa Tools independently. If you are under 18 (or the applicable age of majority), you may only use the Sherpa Tools with the involvement and consent of a parent or legal guardian who agrees to be bound by these Terms on your behalf.

If you are submitting a visa application on behalf of a minor, you represent and warrant that: (a) you are the minor’s parent or legal guardian; (b) you have full legal authority to submit the application and bind the minor to these Terms; (c) all information provided about the minor is accurate and complete; and (d) you accept full responsibility for the minor’s application and any consequences arising therefrom.

1.3 Modifications

We may modify these Terms by posting updated Terms to joinsherpa.com with at least thirty (30) days’ prior notice via prominent notice on joinsherpa.com and, where applicable, through the Partner’s platform. Material changes will be identified in the updated Terms. Your continued use of the Sherpa Tools after the effective date of the updated Terms constitutes your acceptance. If you do not agree to the updated Terms, you must stop using the Sherpa Tools before the effective date. Only Sherpa’s CEO or authorized legal representative may waive or amend these Terms in writing.

2. WHAT WE DO AND DON’T DO

Sherpa operates as a technology platform that provides visa and travel documentation tools to authorized Partners, who in turn make those tools available to you through their websites or applications. Sherpa is not a government agency, law firm, immigration consultancy, legal representative, or merchant of record for your transaction.

The Partner is solely responsible for:

• The commercial offer made to you, including pricing and product packaging
• Processing your payment and any refunds
• Managing your account on the Partner’s platform
• Customer service for commercial matters
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Sherpa is responsible for:

• The technical operation of the Sherpa Tools
• Submission of your visa or travel authorization application to the relevant government authority on your behalf
• The AI-powered chatbot that supports you during your application
• Application status updates Sherpa receives from government systems
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2.1 Government System Dependency

Sherpa relies on third-party government systems, immigration authorities, and embassy platforms to process visa and travel authorization applications. These systems are outside Sherpa’s control and may experience delays, outages, processing backlogs, policy changes, or technical errors. Sherpa is not responsible for interruptions, delays, system errors, or failures occurring within government platforms or systems used by immigration authorities. Submission timestamps, processing timelines, and status updates are determined solely by the relevant government authority.

We provide:

• Document preparation and submission assistance
• Travel requirement information and guidance
• Application support and status updates
• AI-powered chatbot for general inquiries (see Section 3)
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We do NOT:

• Guarantee visa approval or any outcome
• Control government decisions or timelines
• Act as government representatives
• Provide legal, immigration, or professional advice
• Process payments, refunds, or billing inquiries (see Sections 6 and 7)
• All processing times are estimates based on historical averages. Actual times vary due to government workload, security requirements, holidays, system issues, or other factors beyond our control.
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3. AI CHATBOT AND AUTOMATED SYSTEMS

3.1 Customer-Facing AI Chatbot

Sherpa offers an AI-powered chatbot (“Chatbot”) for customer support. The Chatbot uses artificial intelligence to provide general information, answer frequently asked questions, and assist with basic inquiries about the Sherpa Tools.

AI INTERACTION NOTICE: When you interact with our Chatbot, you are communicating with an artificial intelligence system, not a human being. The Chatbot is an automated AI system that generates responses based on its programming and training data. If you require assistance from a human representative, you may request this at any time by visiting support.joinsherpa.com or by typing “speak to a human” in the chat interface.

3.2 Third-Party AI Systems

Sherpa may utilize third-party artificial intelligence systems to enhance the Sherpa Tools, including but not limited to data analysis, application processing, fraud detection, document verification, and customer support automation. By using the Sherpa Tools, you acknowledge that your information may be processed through these third-party AI systems as described in our Privacy Policy.

Sherpa takes reasonable steps to select reputable AI providers and enters into appropriate data processing agreements with each provider. While Sherpa exercises commercially reasonable oversight of its AI service providers, Sherpa’s liability for acts or omissions of third-party AI systems is limited to the extent directly caused by Sherpa’s failure to exercise reasonable care in the selection, instruction, or oversight of such providers. Sherpa shall not be liable for independent actions of third-party AI systems that occur despite Sherpa’s reasonable safeguards.

A current list of our subprocessors and service providers, including AI service providers, is available at joinsherpa.com/subprocessors. This list is updated periodically to reflect changes in our service providers.

Biometric Data and Non-Discrimination

Our AI systems do NOT use biometric identification technologies such as facial recognition, fingerprint scanning, retina or iris scanning, voice recognition, or DNA/blood analysis for identification purposes. Our AI systems do NOT categorize, profile, or make decisions about individuals based on race, ethnicity, national origin, religion, sexual orientation, gender identity, or other protected characteristics. For complete details on our data practices, see our Privacy Policy.

3.3 Critical Limitations

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• (a) NOT LEGAL OR IMMIGRATION ADVICE: Neither the Chatbot nor any AI system provides legal advice, immigration advice, tax advice, or any other professional advice. No attorney-client, advisor-client, or professional relationship is created. All advice is general in nature and does not constitute advice tailored to your specific circumstances.
• (b) NO GUARANTEE OF ACCURACY: AI technology has inherent limitations. Responses and outputs may be inaccurate, incomplete, outdated, or inappropriate for your specific situation. You must independently verify all information.
• (c) NOT A SUBSTITUTE FOR PROFESSIONAL CONSULTATION: For legal, immigration, financial, or other professional matters, consult qualified professionals.
• (d) NO BINDING COMMITMENTS: Neither the Chatbot nor any automated system can make binding commitments, modify these Terms, guarantee outcomes, or authorize refunds on Sherpa’s or the Partner’s behalf.
• (e) IMMIGRATION OUTCOMES: Sherpa disclaims liability for any immigration outcomes, delays, rejections, or losses arising from immigration authorities’ decisions, inaccuracies in user-provided information, changes in immigration laws, or reliance on AI-generated information.
• (f) NO AUTOMATED VISA DECISIONS: Sherpa does NOT use AI or automated systems to make decisions regarding your visa eligibility or application outcomes. All substantive decisions affecting your visa application involve human review. AI is used only to help identify issues in applications, and for informational and customer support purposes.
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3.4 Your Responsibilities

• Do not rely solely on AI responses for important decisions
• Verify information through official sources or qualified professionals
• Do not submit sensitive personal information (passwords, full payment details, government ID numbers) to the Chatbot unless specifically prompted through secure channels
• Contact human support for complex, urgent, or sensitive matters. You may request human assistance at any time on support.joinsherpa.com
• You have the right to request human review of any matter initially handled by our AI systems
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3.5 Limitation of Liability for AI Systems

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHERPA SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, COSTS, OR EXPENSES ARISING FROM YOUR USE OF OR RELIANCE ON THE CHATBOT OR ANY AI SYSTEM, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM INACCURATE INFORMATION, MISUNDERSTANDINGS, TECHNICAL ERRORS, THIRD-PARTY AI SYSTEM FAILURES, OR YOUR DECISIONS BASED ON AI-GENERATED RESPONSES.

Nothing in this Section limits Sherpa’s liability arising from its negligence in the selection, configuration, or oversight of AI systems.

3.6 Data Processing in AI Interactions

Chatbot conversations and interactions with our AI systems may be logged and analyzed for quality assurance and service improvement purposes. Sherpa does not use identifiable customer conversation data to train machine learning models or AI systems. Where conversation data is used to improve automated responses, it is first anonymized or aggregated so that individual users cannot be identified. Personal data shared in Chatbot interactions is processed in accordance with our Privacy Policy, which governs data retention, security, and the lawful bases for each processing activity.

You may request deletion of your Chatbot conversation history by contacting privacy@joinsherpa.com.

4. ELECTRONIC COMMUNICATIONS

4.1 Two Sources of Communications

When you use the Sherpa Tools through a Partner, you may receive electronic communications from two distinct sources:

• Sherpa: technical and application-related communications, such as visa application status updates, document requests forwarded from government authorities, identity verification prompts, and security notifications relating to the Sherpa Tools.
• The Partner: commercial and account-related communications, such as order confirmations, payment receipts, refund notifications, account management, and the Partner’s own marketing or promotional messages.
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Each party is responsible for the communications it sends and for obtaining any consents required under applicable law. Communications from the Partner are governed by the Partner’s own terms and privacy policy.

4.2 Consent to Electronic Communications from Sherpa

Certain communications from Sherpa are necessary to operate the Sherpa Tools and process your visa application, including application updates, document requests, identity verification prompts, and government correspondence. By using the Sherpa Tools, you consent to receive these essential service communications from Sherpa, including emails, push notifications, in-app messages, and (where you have provided your number) SMS text messages. You agree that all agreements, notices, and communications Sherpa provides electronically satisfy any legal requirement that such communications be in writing. If you withdraw consent to receive essential service communications, Sherpa may be unable to continue operating the Sherpa Tools for you, in which case Sherpa may suspend access for that purpose.

4.3 SMS Terms

If you opt in to receive SMS notifications from Sherpa:

• (a) NO DELIVERY GUARANTEE: SMS delivery depends on mobile network conditions, carrier policies, and whether your device is switched on and within coverage. Sherpa is not a mobile network operator and does not guarantee delivery of any SMS message.
• (b) YOUR RESPONSIBILITY: You are responsible for providing an accurate mobile number and ensuring you are the owner or authorized user of that number. Any disclosure of your information resulting from an incorrect number or unauthorized use is at your sole risk.
• (c) CARRIER CHARGES: Message and data rates from your carrier may apply. Sherpa is not responsible for any charges imposed by your mobile carrier.
• (d) SERVICE CHANGES: Sherpa reserves the right to modify or discontinue SMS services at any time without notice.
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4.4 Limitation of Liability for Communications

Sherpa is not responsible for any damages or losses arising from: delivery failures or delays of electronic communications sent by Sherpa; mobile network issues; carrier problems; your failure to receive messages due to spam filters, incorrect contact information, or device issues; any third-party interception of communications; or communications sent by the Partner.

4.5 Canadian Anti-Spam Legislation (CASL)

Where applicable, Sherpa and the Partner each comply with CASL independently for the communications they send.

Sherpa’s Communications

• Sherpa sends only the following categories of communications:
• Transactional communications: application status updates, document requests, identity verification prompts, and security notifications. These are sent as necessary to operate the Sherpa Tools and process your visa application, and under CASL do not require separate consent because they relate directly to the service you have requested.
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Commercial communications from Sherpa: only sent with your express consent, which Sherpa will obtain separately if and when applicable. You may withdraw consent at any time through the unsubscribe link in any commercial message from Sherpa, or by contacting privacy@joinsherpa.com.

All commercial electronic messages from Sherpa include Sherpa’s legal name, mailing address, and contact information as required by CASL.

Partner’s Communications‍

,The Partner is solely responsible for its own communications, including any commercial electronic messages relating to the Partner’s products, services, promotions, or marketing. The Partner is responsible for obtaining and managing any consents required under CASL or other applicable laws for those communications, and for providing a compliant unsubscribe mechanism. Sherpa has no control over and no responsibility for the Partner’s communications. Withdrawing consent for the Partner’s commercial communications does not affect Sherpa’s transactional communications, and vice versa.

5. YOUR RESPONSIBILITIES

You are solely responsible for:

• Providing accurate, complete, and truthful information
• Ensuring documents meet government requirements
• Responding to requests within required timeframes
• Verifying visa requirements before travel
• Maintaining valid travel documents
• Not creating duplicate applications
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5.1 Document Verification Requirement

IMPORTANT: When Sherpa or the Partner delivers any travel document, visa, or application confirmation to you (whether by email, in-app, or otherwise), it is your responsibility to review and verify that all information is correct and complete as soon as reasonably practicable. You should notify Sherpa or the Partner of any errors, omissions, or deficiencies within forty-eight (48) hours of delivery.

If you do not notify Sherpa within a reasonable time after delivery and Sherpa is unable to correct the error as a result (for example, because a government submission has already been made), Sherpa’s ability to assist may be limited. Sherpa will use reasonable efforts to correct reported deficiencies where it is still possible to do so. Nothing in this section limits rights that cannot be waived under applicable consumer protection law.

5.2 Response to Communications

Sherpa forwards government emails within 48 hours, but you must check your email promptly and respond to deadlines. Sherpa is not responsible for the consequences of inaccurate information you provide or your failure to respond to government requests.

5.3 Travel Eligibility Responsibility

You remain solely responsible for confirming that you meet all entry requirements for your destination, including visa validity, passport validity, transit requirements, health documentation, financial documentation, and airline boarding requirements. Possession of a visa, travel authorization, or Sherpa-processed documentation does not guarantee entry into any country. Final admission decisions are made by immigration authorities and border officials at the port of entry. Sherpa is not responsible for denied boarding, refusal of entry, missed flights, travel disruptions, or other losses resulting from entry decisions made by airlines, border officials, or immigration authorities.

Entry requirements vary by country and may change without notice. Requirements may include passport validity periods, blank passport pages, return or onward travel proof, health documentation, financial documentation, or other conditions imposed by immigration authorities or airlines. You are responsible for ensuring that your passport and travel documentation meet all applicable requirements for your destination and transit countries.

6. COMMERCIAL RELATIONSHIP WITH THE PARTNER

All fees, payments, taxes, refunds, billing inquiries, chargebacks, and other commercial matters are handled exclusively by the Partner under the Partner’s terms and conditions. Sherpa does not collect payment from you, does not issue refunds to you, and is not party to your commercial transaction with the Partner.

Government fees are set by the relevant government authorities, are not set by Sherpa or the Partner, are subject to change, and are non-refundable once paid to the government.

Any dispute regarding fees, payment methods, currency, taxes, refunds, or chargebacks must be raised with the Partner through the channels specified in the Partner’s terms and conditions. Sherpa has no authority to resolve such disputes and will redirect any commercial inquiries received to the Partner.

7. REFUNDS

Sherpa does not process refunds. All refund requests, eligibility determinations, and refund processing are governed exclusively by the Partner’s terms and conditions and handled by the Partner. Sherpa shall have no liability for any refund-related matter, including but not limited to denial of refund, refund amount, refund timing, or processing of returned funds.

Where government fees have been collected by the Partner but not yet paid to the relevant government authority, the Partner will coordinate with Sherpa as necessary to confirm submission status. The refund itself, if owed to you, will be issued by the Partner.

To request a refund or to dispute a charge, you must contact the Partner directly through the channels specified in the Partner’s terms and conditions. Nothing in this Section limits any rights you may have under applicable consumer protection legislation or your payment provider’s dispute resolution process.

8. ACCOUNT AND ACCESS TERMINATION

8.1 Your Right to Close Your Account

Account closure on the Partner’s platform is handled by the Partner under the Partner’s terms. To close your account with the Partner or to stop using the Partner’s services, follow the process set out in the Partner’s terms and conditions. Account closure does not entitle you to refunds for services already rendered or applications already submitted; refund eligibility is determined by the Partner.

You may also stop using the Sherpa Tools at any time by ceasing use through the Partner’s platform. If you wish to request deletion of personal data Sherpa holds about you, you may contact privacy@joinsherpa.com (subject to retention required by law and ongoing application processing).

8.2 Sherpa’s Right to Suspend or Terminate Access to the Sherpa Tools

Sherpa reserves the right, in its sole discretion and without prior notice, to suspend or terminate your access to the Sherpa Tools at any time, including but not limited to:

• Violation of these Terms
• Providing false, misleading, or fraudulent information
• Submitting fraudulent applications or documents
• Abusive, threatening, or harassing behavior toward Sherpa staff
• Suspected illegal activity or violation of any law
• Creating multiple accounts or duplicate applications
• Attempting to circumvent security measures or abuse the Sherpa Tools
• Any other reasonable ground related to the integrity, security, or lawful operation of the Sherpa Tools
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Suspension or termination of access to the Sherpa Tools is independent of any action the Partner may take regarding your account on the Partner’s platform.

8.3 Effect of Termination

Upon suspension or termination of your access to the Sherpa Tools: (a) your right to use the Sherpa Tools immediately ceases; (b) you remain liable for any obligations to the Partner under the Partner’s terms; (c) NO REFUNDS are due from Sherpa (refunds are governed by the Partner’s terms in any event); (d) Sherpa may, but is not obligated to, complete any pending applications at its discretion; (e) Sections 3.3, 3.5, 9, 10, 11, 12, 13, 15, and 16 shall survive termination.

8.4 Reactivation

If your access to the Sherpa Tools is terminated for cause, you may not regain access without Sherpa’s prior written consent. Any attempt to circumvent termination may result in legal action.

9. LIMITATION OF LIABILITY

9.1 Maximum Liability

IN NO EVENT SHALL SHERPA’S TOTAL AGGREGATE LIABILITY TO YOU UNDER OR IN CONNECTION WITH THESE TERMS, ARISING FROM OR RELATED TO YOUR USE OF THE SHERPA TOOLS, EXCEED FIVE HUNDRED UNITED STATES DOLLARS (US$500). MULTIPLE CLAIMS DO NOT INCREASE THIS LIMIT. THIS LIMITATION REFLECTS THE FACT THAT YOU HAVE NO DIRECT PAYMENT RELATIONSHIP WITH SHERPA AND THAT YOUR COMMERCIAL REMEDIES (INCLUDING REFUNDS, BILLING DISPUTES, AND PAYMENT-RELATED CLAIMS) ARE WITH THE PARTNER UNDER THE PARTNER’S TERMS.

Nothing in this Section limits liability that cannot be excluded under applicable law, including liability for gross negligence, willful misconduct, fraud, or personal injury caused by negligence.

9.2 Channeling of Commercial Claims

Any claim relating to fees, payments, refunds, billing, chargebacks, or the Partner’s commercial conduct must be raised with the Partner under the Partner’s terms and conditions. Sherpa is not a party to such claims and has no liability with respect to them. The cap in Section 9.1 applies only to claims that properly lie against Sherpa.

9.3 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHERPA IS NOT LIABLE FOR: visa denials or government decisions; government delays or requirement changes; third-party service failures (including AI systems); courier or postal issues; SMS or communication delivery failures; lost profits, revenue, or business opportunities; travel costs, accommodation, or rebooking fees; missed events; emotional distress; or any indirect, incidental, special, consequential, or punitive damages.

9.4 Document Loss

If documents are lost due solely to Sherpa’s proven gross negligence, Sherpa’s liability is limited to official government replacement fees only. Sherpa is not liable for documents lost by couriers, government, third parties, the Partner, or events beyond Sherpa’s control.

9.5 Essential Acknowledgment

You acknowledge these limitations reflect the allocation of risk between you and Sherpa, given the absence of any direct commercial relationship, and that Sherpa would not provide the Sherpa Tools to Partners without them. Some jurisdictions do not allow certain limitations; in such cases, Sherpa’s liability is limited to the fullest extent permitted by law.

9.6 Travel Planning Disclaimer

Users are responsible for making their own travel arrangements and decisions. Neither Sherpa nor the Partner guarantees that visas, travel authorizations, or documentation will be issued before any planned departure date. You should not make non-refundable travel bookings, reservations, or financial commitments based solely on estimated processing times or application status updates. Sherpa is not responsible for missed flights, canceled trips, accommodation costs, itinerary changes, or any other travel-related losses arising from visa processing timelines, government decisions, document issues, or delays outside Sherpa’s control.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Sherpa and its agents, suppliers, directors, officers, and employees from any claims, liabilities, damages, and expenses (including legal fees) arising from: your breach of these Terms; your use of the Sherpa Tools; inaccurate information you provide; your violation of laws or third-party rights; claims by third parties related to your use of the Sherpa Tools; unauthorized use of your account; or your reliance on AI systems contrary to the limitations stated herein.

This indemnification obligation: (a) applies only to the extent permitted by the applicable law of your jurisdiction; (b) does not require you to indemnify Sherpa for losses arising from Sherpa’s own negligence, willful misconduct, or breach of these Terms; and (c) does not require you to indemnify Sherpa for losses arising from acts or omissions of the Partner, including any failure by the Partner to comply with the Partner’s terms or applicable law.

11. FORCE MAJEURE

Neither Sherpa nor you is liable for failures or delays caused by circumstances beyond reasonable control, including natural disasters; war or terrorism; government actions or sanctions; changes in law; embassy closures; cyberattacks; system failures; labor disputes; utility failures; or travel restrictions.

The affected party must notify the other as soon as practicable. Performance obligations are suspended during the event.

If a Force Majeure Event continues for more than sixty (60) days and materially prevents Sherpa from performing its obligations, Sherpa may terminate the affected services upon written notice to you and to the Partner. For greater certainty, this Force Majeure provision does not excuse non-performance to the extent the event was reasonably foreseeable and its effects could have been mitigated through commercially reasonable measures.

12. INTELLECTUAL PROPERTY

All Sherpa content, including the Sherpa Tools, software, designs, trademarks, and documentation, is owned by Sherpa or its licensors and is protected by copyright, trademark, and other intellectual property laws. Unauthorized use is prohibited. You receive a limited, non-exclusive, non-transferable, revocable license to use the Sherpa Tools solely for the purpose of obtaining the visa and travel documentation services made available through the Partner. The Partner’s rights to make the Sherpa Tools available to you are governed by a separate agreement between Sherpa and the Partner.

13. PRIVACY AND DATA

13.1 General Data Handling

Your data is handled per Sherpa’s Privacy Policy (incorporated by reference). Sherpa and the Partner each act as independent data controllers for the personal data they process for their own purposes. Sherpa is the controller of personal data relating to the operation of the Sherpa Tools, including data you provide for your visa application, data Sherpa generates during processing, and data Sherpa transmits to and receives from government authorities. The Partner is the controller of personal data relating to your account on the Partner’s platform, your payment, and the Partner’s commercial relationship with you.

Sherpa processes your personal data in accordance with Sherpa’s Privacy Policy at joinsherpa.com/privacy. The Partner processes your personal data in accordance with the Partner’s privacy policy. To the extent personal data is shared between Sherpa and the Partner to deliver the service to you (for example, to associate your visa application with the Partner’s order record), each party processes that data as an independent controller for its own purposes, under a written data sharing arrangement between Sherpa and the Partner.

Sherpa processes your personal data as necessary to operate the Sherpa Tools and as further described in Sherpa’s Privacy Policy, which sets out the lawful bases for each processing activity. You warrant all data you provide is accurate. Sherpa cannot guarantee complete security for electronic transmissions. You consent to sharing your data with government authorities as necessary to process applications; once transmitted, such data is subject to their policies.

For information about your data protection rights, including rights of access, rectification, erasure, and portability, please see Sherpa’s Privacy Policy. Rights you may have in respect of personal data held by the Partner must be exercised against the Partner under the Partner’s privacy policy.

13.2 International Data Transfers

Your personal data may be transferred to and processed in countries outside your country of residence, including Canada (where Sherpa is headquartered), the United States (where certain service providers are located), and countries where government visa authorities are located. These countries may have data protection laws that differ from those in your jurisdiction.

For users in the European Economic Area (EEA), United Kingdom, or Switzerland:

• (a) TRANSFERS TO CANADA: Transfers to Sherpa in Canada are covered by the European Commission’s adequacy decision recognizing Canada (for commercial organizations subject to PIPEDA) as providing adequate data protection.
• (b) TRANSFERS TO THE UNITED STATES: Where personal data is transferred to service providers in the United States, such transfers are made to recipients certified under the EU-US Data Privacy Framework (and/or the UK Extension to the EU-US Data Privacy Framework for UK users), or pursuant to Standard Contractual Clauses (SCCs) approved by the European Commission, or the UK’s International Data Transfer Agreement (IDTA) as applicable. You acknowledge that data stored with US-based service providers may be subject to US laws, including the Clarifying Lawful Overseas Use of Data (CLOUD) Act, which may permit US government authorities to access data pursuant to valid legal process.
• (c) TRANSFERS TO GOVERNMENT AUTHORITIES: Visa processing inherently requires the transfer of your personal data to government authorities in your destination country. Such transfers are necessary for the performance of your contract with the Partner and the related processing by Sherpa (Article 49(1)(b) GDPR) and/or are made with your explicit consent (Article 49(1)(a) GDPR), which you provide by submitting your visa application through the Sherpa Tools.
• (d) ACKNOWLEDGMENT OF RISK: You acknowledge that visa processing inherently requires transfer of your personal data to government authorities in countries that may not have data protection laws equivalent to those in the EEA, UK, or Switzerland. By using the Sherpa Tools, you explicitly consent to such transfers as necessary to process your visa application.
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For more information about the safeguards Sherpa uses for international data transfers, please visit support.joinsherpa.com to contact our team.

14. THIRD-PARTY SERVICES

Sherpa uses third-party service providers for functions including communications infrastructure, identity verification, hosting, and AI services. Where such providers process personal data on Sherpa’s behalf, they act as data processors and are bound by contractual data processing agreements that require them to protect personal data in accordance with applicable law. Sherpa remains responsible for its processors as required under applicable data protection law, but is not liable for independent acts or omissions of third parties outside Sherpa’s reasonable control.

The Partner is a third party from Sherpa’s perspective. Sherpa is not responsible for the Partner’s acts or omissions, the Partner’s commercial conduct, the Partner’s communications, the Partner’s privacy practices in relation to data the Partner controls, or any product or service the Partner offers in addition to the Sherpa Tools. Your relationship with the Partner is governed by the Partner’s own terms and policies.

External links provided through the Sherpa Tools or the Partner’s platform do not constitute endorsement by Sherpa, and Sherpa is not responsible for the content, security, or practices of third-party websites.

15. DISPUTE RESOLUTION AND BINDING ARBITRATION

15.1 Agreement to Arbitrate

YOU AND SHERPA AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SHERPA TOOLS (COLLECTIVELY, “DISPUTES”) SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION, RATHER THAN IN COURT, except that either party may bring individual claims in small claims court if they qualify.

BY AGREEING TO THESE TERMS, YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.

For the avoidance of doubt, this arbitration agreement applies only to Disputes between you and Sherpa relating to the Sherpa Tools. Disputes between you and the Partner, including any commercial dispute regarding fees, payments, refunds, billing, or the Partner’s services, are governed by the Partner’s terms and conditions and are not subject to this arbitration agreement.

15.2 Arbitration Procedures

Arbitration shall be administered by the ADR Institute of Canada (ADRIC) under its Arbitration Rules, or if ADRIC is unavailable, by a mutually agreed arbitration body, or if the parties cannot agree, by an arbitration body appointed by the Ontario Superior Court of Justice. The arbitration shall be conducted by a single arbitrator in Toronto, Ontario, Canada. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

15.3 Arbitration Costs

Filing fees shall be paid by the initiating party. Sherpa will pay arbitration administration and arbitrator fees, except that if the arbitrator finds your claim frivolous, you agree to reimburse Sherpa for such fees. Each party bears its own attorney’s fees unless the arbitrator awards fees to the prevailing party.

15.4 Class Action Waiver

ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. You waive any right to participate in class actions against Sherpa. The arbitrator may not consolidate claims or preside over any class proceeding.

15.5 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@joinsherpa.com within THIRTY (30) DAYS of first accepting these Terms. Your notice must include your name, address, email, and a clear statement that you wish to opt out of binding arbitration. If you opt out, you and Sherpa agree to submit to the exclusive jurisdiction of the courts in Toronto, Ontario.

15.6 Pre-Arbitration Dispute Resolution

Before initiating arbitration, you must send a written Notice of Dispute to legal@joinsherpa.com describing the dispute and requested relief. Sherpa will attempt to resolve the dispute informally within 30 days. If not resolved, either party may commence arbitration.

15.7 Exceptions

Notwithstanding the above, either party may seek injunctive relief in court for intellectual property infringement or to prevent irreparable harm pending arbitration.

15.8 Governing Law

These Terms are governed by the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Nothing in this Section limits any mandatory consumer protection rights available to you under the laws of your country of residence, including the right to bring disputes before competent courts where such rights cannot be waived.

15.9 Limitation Period

Any claim arising out of or related to these Terms or the Sherpa Tools must be brought within ONE (1) YEAR after the cause of action accrues, or such longer period as required by the mandatory laws of your jurisdiction, whichever is greater. Claims not brought within the applicable limitation period are permanently barred.

16. GENERAL PROVISIONS

Entire Agreement:  These Terms constitute the entire agreement between you and Sherpa regarding the Sherpa Tools and supersede all prior agreements between you and Sherpa on that subject. Your separate agreement with the Partner remains governed by the Partner’s terms.

Severability: Invalid provisions are severed; remaining provisions remain enforceable. If the class action waiver in Section 15.4 is found unenforceable in a particular jurisdiction, the remainder of this arbitration agreement shall continue to apply in that jurisdiction, and any class, collective, or representative proceeding shall be conducted in arbitration rather than in court.

No Waiver: No waiver of any breach constitutes waiver of other breaches. Waivers must be in writing.

Assignment: You may not assign these Terms without Sherpa’s consent. Sherpa may assign without restriction. In the event of an assignment, Sherpa will notify you (directly or through the Partner) and the assignee will be bound by these Terms and Sherpa’s Privacy Policy.

Survival: Sections 3.3, 3.5, 9, 10, 11, 12, 13, 15, and 16 shall survive termination or expiration of these Terms.

17. CONTACT

Visa Run Inc. (DBA Sherpa)

489 - 340 King Street East, Toronto, Ontario, Canada M5A 1K8

• Support: support@joinsherpa.com
• Legal: legal@joinsherpa.com
• Privacy: privacy@joinsherpa.com
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For commercial matters (including fees, payments, refunds, billing, and the Partner’s services), please contact the Partner directly using the contact information set out in the Partner’s terms and conditions.
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BY USING THE SHERPA TOOLS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.