Term Of Service
Last Updated: December 27, 2021
Introduction
Thank you for visiting Upgrade Profits. Throughout the site, the terms “we”, “us” and “our” refer to Upgrade Profits. Upgrade Profits offers this website to you conditioned upon your acceptance of all terms, conditions, policies, and notices stated herein.
1. Acceptance and changes
Because this page contains legal obligations (including limitations on liability, arbitration provisions, and a class action waiver among other terms), please read them carefully. By accessing, viewing, or using any of our services, (i) you acknowledge that you have read, understand, and agree to be bound by and subject to these Terms of Service (and our Privacy Policy) unless separate terms are offered by you in writing and accepted in writing by Upgrade Profits and ii) you represent and warrant that you are of legal age and not prohibited by law from accessing or using the goods offered herein. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services.
We reserve the right, in our sole discretion, to change these Terms of Service at any time by posting revised terms on the site. Notice of these changes will be posted on the homepage of this Website and the revised Terms of Service will take effect seven (7) days after their publication on the Service. In the event, we make material changes to the Terms of Service we will also notify you via email at the address we have on file. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
2.Modifications to website and prices
The information on Upgrade Profits does not constitute a binding offer to sell the courses and products described on the site or to make such products available in your area. We reserve the right at any time after receipt of your order to accept or decline your order, or any portion thereof, at our sole discretion, even after your receipt of an order confirmation or after your credit card has been charged. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail address provided at the time the order was made.
You may only watch Upgrade Profits courses for your own personal use and may not resell or display them to third parties. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to violate these Terms of Service. The prices displayed on the site are quoted in U.S. dollars and are intended to be valid and effective only in the United States. In the event a product is listed at an incorrect price, we have the right to refuse or cancel orders placed for the product listed at the incorrect price, regardless of whether the order has been confirmed or your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, we will issue a credit to your credit card account.
Prices for our services are subject to change without notice. We reserve the right at any time to modify or discontinue Upgrade Profits (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of Upgrade Profits.
We reserve the right but are not obligated to limit the sales of our products or services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on Upgrade Profits is void where prohibited.
3. Sales policy
Unless an offer on the site expressly provides otherwise, all sales are final and no refunds will be issued whatsoever.
4. Your obligations
You agree to provide current, complete, and accurate purchase and account information for all purchases made. You agree that you may only use Upgrade Profits if you are thirteen (13) years of age or older.
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the website or its content in a manner that involves the misuse of the Site.
You acknowledge and understand that “misuse” of the Site includes, but is not limited to using it in any manner that (i)interferes with other’s use of the Site or with Upgrade Profits’s ability to provide the website; (ii) infringes the copyright, trademark or any intellectual property right, discloses a trade secret or confidential information in violation of a confidentiality or non-disclosure agreement; (iii) is fraudulent, contains defamatory or illegal information, images, materials or descriptions or otherwise violates any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) slanders, defames, harasses, stalks, threatens or otherwise violates the legal rights of others or is invasive of another’s privacy rights; (v) involves spam, phishing, pharming, pretexting, spidering, crawling, or scraping; (vi) encourages any conduct that would constitute a criminal offense or that gives rise to civil liability; (vii) uses the Site on a device without permission, regardless of whether it is a stolen, lost or unauthorized device; (viii) involves reselling any part of the Site to any other individual or entity; or (ix) disseminates viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware.
5. Third-party services
Certain content, products, and services available via our Service may include materials from third parties – including third-party tools. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, apps, or for any other materials, products, or services of third parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites and any apps. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.
6. User comments, feedback, and other submissions
If at our request, you send certain specific submissions or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy,
publish, distribute, translate and otherwise use in any medium any comments that you forward to us.
We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third party, including copyright, trademark, privacy, personality, or other personal or proprietary rights. You further agree that your comments will not contain libelous or otherwise unlawful, abusive, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of Upgrade Profits or any related website or app.
You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third party.
7. Intellectual property
All content on Upgrade Profits (including, without limitation, text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code, and software, as well as the selection and arrangement thereof), is the exclusive property of and owned by Upgrade Profits, its licensors or its content providers and is protected by copyright, trademark and other applicable laws. You may access, copy, download and print the material contained on the site for your personal non-commercial use, provided you do not modify or delete any copyright, trademark, or other proprietary notice that appears on the material you access, copy, download, or print.
Any other use of the content on the site, including but not limited to the modification, distribution, transmission, performance, broadcast, publication, uploading, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any material, information, software, products or services obtained from the site, or use of the site for purposes competitive to Upgrade Profits, is expressly prohibited.
Upgrade Profits, or its licensors or content providers, retain full and complete title to the material provided on the site, including all associated intellectual property rights, and provide this material to you under a license that is revocable at any time in our sole discretion.
Trademarks, logos, and service marks displayed on Upgrade Profits are registered and unregistered trademarks of Upgrade Profits, its licensors or content providers, or other third parties. All other trademarks, logos, and service marks are the property of their respective owners.
Nothing on Upgrade Profits shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo, or service mark displayed on the site without the owner’s prior written permission, except as otherwise described herein. Upgrade Profits reserves all rights not expressly granted in and to the site and its content.
This site and all of its content, including but not limited to text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code, and software along with the selection and arrangement thereof, is protected as a compilation under the copyright laws of the United States and other countries.
8. DMCA Notice
Pursuant to the Digital Millennium Copyright Act (DMCA) Safe Harbor (17 U.S.C. § 512(c), if you believe that anything on Upgrade Profits or service offered therein infringes any copyright that you own or control, you may file a notice of such infringement, in compliance with the requirements of 17 U.S.C. § 512(c)(3), with our designated agent: 30 N. Gould Street, STE 7546, Sheridan, WY 82801, USA or Upgrade Profits get@upgradeprofits.com. A copy of this legal notice may be sent to a third party that may publish and/or annotate it. As such, your letter (with your personal information removed) may be forwarded to the Chilling Effects Clearinghouse for publication.
9. Foreign users
Upgrade Profits makes no representation that materials on this website are appropriate or available for use in other locations. If you access this website from outside the United States, please understand that this website may contain references and/or links to products and services that are not available or are prohibited in your jurisdiction.
Any user who is a resident of a foreign country agrees that (i) they have voluntarily sought and established contact with Upgrade Profits, (ii) they will not use, transmit, disseminate or upload any material, content, that would violate any applicable local, state or national laws or regulations of the foreign member’s country of residence; (iii) under no circumstance shall Upgrade Profits be deemed liable under any laws other than the United States; (iv) his or her participation is governed by United States law and subject to the arbitration and venue provisions stated herein; and (v) consent to having their data processed in the United States.
Residents of Quebec/ Les Habitants de Québec:
It is the express wish of the parties that this agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.
10. Disclaimer of warranties; limitation of liability
This site is provided by Upgrade Profits on an “as is” and “as available” basis. Upgrade Profits makes no representations or warranties of any kind, express or implied, as to the operation of this site or the information, content, materials, or products included on this site. You expressly agree that your use of this site is at your sole risk. To the full extent permissible by applicable law, Upgrade Profits disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Upgrade Profits does not warrant that this site, its servers, or e-mail sent from Upgrade Profits are free of viruses or other harmful components. Upgrade Profits will not be liable for any damages of any kind arising from the use of this site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages
In no event shall Upgrade Profits or any of its affiliates, officers, directors, employees, or agents be liable (whether in an action arising from contract or tort)
(I) indirect, incidental, special consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if Upgrade Profits has been advised of the possibility of such damages), resulting from any other matter relating to this website and/or goods and services offered thereby, (ii) any disclosure of information provided to Upgrade Profits (even if such disclosure is caused by the negligence of Upgrade Profits), except to the extent that such improper disclosure is directly caused by the intentional misconduct or gross negligence of Upgrade Profits. (iii) statements or conduct of any third party on the site; (iv) the occurrence of a force majeure event including, acts of nature, forces, or causes beyond our reasonable control, including, without limitation, internet failures, equipment failures, electrical power failures, governmental actions, orders of domestic or foreign courts or tribunals; riots, acts of war, terrorism, insurrection, rebellion or embargo; or credible threats of any of the above; and/or (v) any other matter relating to the site however caused and on any theory of liability (including negligence).
In no event shall Upgrade Profits’s total liability to you for all damages, losses, and causes of action whether in contract, tort
(including but not limited to, negligence) otherwise, exceed the lesser of the amount paid for any service in question or fifty U.S. Dollars ($50). The foregoing limitations shall apply notwithstanding any failure of essential
Purpose of any limited remedy. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, our liability in such jurisdiction shall be limited to the maximum extent permitted by law.
11. Indemnification
You agree to indemnify, defend and hold harmless Upgrade Profits and its affiliates and their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors, and suppliers from and against any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your use of the site and any violation of these Terms of Service.
If you cause a technical disruption of the site or the systems transmitting the site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. Upgrade Profits reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Upgrade Profits in the defense of such matter.
12. Termination
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
13. Dispute resolution
This Agreement shall be governed by the laws of the State of Wyoming without reference to its conflict of laws principles (but excluding Section 1283.1 of the Wyoming Code of Civil Procedure and the United Nations Convention on Contracts for the International Sale of Goods).
Any dispute, controversy, or other claim arising out of this Agreement shall be resolved by arbitration conducted in English in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. But if for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to this section holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate will not apply and the Dispute must be brought exclusively in the state and federal courts serving Sheridan County, Wyoming.
For any claim where the total amount of the award sought is $10,000 or less:
(a) the arbitration shall be conducted solely based on telephone or online appearances and/or written submissions, and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules, and the hearing (if any) must take place in Sheridan, Wyoming. You hereby consent to such exclusive venue and jurisdiction of the AAA and state and federal courts serving Sheridan County, Wyoming. Unless otherwise agreed by the parties, the arbitration panel shall consist of one arbitrator chosen in accordance with the rules of the AAA. Any such arbitrator shall be knowledgeable in the subject area in which the dispute arises. All discovery shall be completed within sixty (60) days following the appointment of the arbitrator. Each party shall be entitled to representation by counsel, to appear and present written and oral evidence and argument and to cross-examine witnesses presented by the other party, provided that, where appropriate, the arbitrator may receive testimony via telephone, video, or other electronic means of communication. The arbitration award shall be in writing and the arbitrator shall provide written reasons for the award. The award of the arbitrator shall be final and binding on the parties hereto and may be enforced in any court of competent jurisdiction. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys’ fees and other reasonable costs, including fees of the arbitrator and the AAA, incurred in the action or proceedings. For purposes hereof, the prevailing party is defined as the party whose last settlement proposal prior to hearing in this matter is closest to the final decision. In no event shall the arbiter award punitive or exemplary damages. The parties waive any right they may have to an appeal of the arbitrator’s decision and/or award. Each party retains the right to seek judicial assistance: (i) to compel arbitration, (ii) to obtain interim measures of protection prior to or pending arbitration, (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information; (iv) for any claims of infringement or misappropriation of IAC’s patent, copyright, trademark, or trade secrets; and (v) to enforce any decision of the arbitrator, including the final award.
For all disputes you may have, whether pursued in court or arbitration, you must first give Upgrade Profits an opportunity to resolve the dispute by providing written notification to support@upgradeprofits.com and via postal mail to 30 N Gould St, Ste N, Sheridan, WY 82801 stating (i) your name, (ii) your address, (iii) a written description of your Claim, and (iv) a description of the specific relief you seek. If Upgrade Profits does not resolve the Dispute within 30 days after it receives your written notification, you may pursue your dispute as set forth above.
14. Entire agreement
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on Upgrade Profits or in respect to Upgrade Profits constitutes the entire agreement and understanding between you and us and govern your use of Upgrade Profits, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
In the event that any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
