Upgrade Profits Terms of Service Agreement

This agreement is between Upgrade Profits Corporation Of Wyoming (hereinafter referred to as "Upgrade Profits," "Upgrade Profits Team," "we," "our," or "us") and the entity or individual hereinafter referred to as "Partner," "Client," or "you."

Company Details:

Upgrade Profits is an S-Corporation, organized and operating under the laws of the State of Wyoming.

Principal Office: Upgrade Profits, 30 N Gould St, Suite 7546, Sheridan, Wyoming, 82801, USA.

Business Nature: Upgrade Profits specializes in providing total business growth solutions, including coaching, consulting, and software services, to support Partners and Clients in their pursuit of sustainable growth and profitability.

Jurisdiction: This Agreement shall be governed by and construed under the laws of the State of Wyoming, given that Upgrade Profits is a Wyoming Registered Entity.

Clarifying Terms:

For the purposes of this agreement:

“Partner,” “Client,” “Partner/Client,” “Client/Partner,” are interchangeable except where specifically stated about the partners clients or clientele, partners clients are sales made in the clients business for their business, all referring to the valued business working with Upgrade Profits. The terms "AI Team Member," "AI Employee," and "AI Agent" all refer to Artificial Intelligence Employees ("AI Employees") developed and placed within the Partner’s Business. These AI Employees are sophisticated Artificial Intelligence systems designed to carry out specific tasks, replacing certain human employee roles in some capacities after full training and optimization. The Term "Segment" Refers to a message with a character limit of up to 160 characters. When the terms "I," “we,” “our,” or “us” appear, they represent Upgrade Profits, the experienced team dedicated to helping grow businesses. Conversely, “you” or “your” refers to the Partner or client seeking to overcome obstacles and achieve success with the guidance of Upgrade Profits. Understanding these terms ensures clear communication and a strong partnership, paving the way for business growth and overcoming challenges together.

These terms promote transparent communication, fostering a collaborative relationship aimed at business evolution.

Terms Acceptance & Authorization:

By proceeding using our website or products as well as purchasing our packages or products:

I acknowledge that I have read, understood, and consented to the terms laid out in this agreement, as well as any linked terms and details.

I confirm my capacity as either the owner or the authorized user of the provided payment method and as the decision-making authority within the business engaging with Upgrade Profits.

I consent to provide a high-quality scan of both the front and rear of my identification for verification purposes if requested at any time to confirm ownership or authority.

Signatory Agreement:

I, being 18 years or older, hereby attest to understanding and fully accepting the conditions within this agreement. I further certify that I possess the requisite authority to enter into this agreement on behalf of the company I represent.

Payment Authorization:

I, hereby grant Upgrade Profits permission to automatically debit my account for any services, software, training, or products availed. This includes but is not limited to, charges associated with any added features, future services, or products that I might procure from Upgrade Profits. I comprehend that my data will be securely retained for potential future transactions. Additionally, I vouch for the accuracy and completeness of the provided card and billing details.

By using our services, software, programs, and coaching/consulting, you acknowledge and agree to all the terms outlined in this Terms of Service Agreement.

Upgrade Profits Terms of Service

A. What We Offer

Welcome to Upgrade Profits! We provide top-tier tools, coaching, and consulting, for those in the coaching, consulting, and high ticket online education fields.

We offer:

Our own unique software. Collaborative tools with us. Extensive coaching and consulting for all your business growth needs. A whole system aimed at boosting your business growth. And many more tools and solutions!

Cost Breakdown:

We believe in transparency. Here’s a clear cost list:

Upgrade Conversions CRM System: Monthly price based on your plan when signing up. Tier 2 and Tier 3 members get a discounted hosting fee. email: $0.00405/email. $6.90 Per Phone Number, Per Month (Can be higher For specialty or toll free Numbers requested) SMS: $0.0474 for every 160 characters. Calling: $0.084/min for Making Calls and $0.051/min for Receiving Calls. Premium Workflows: $0.06/action. Email Verification: $0.015/email. AI Writing Tools: $0.54 for 1000 words. Workflow AI: $0.18/process. Conversation AI: $0.12/message. Voice AI: $0.78/ Minute voice call. WhatsApp Conversation: $0.444/WhatsApp Conversation. Reviews AI: $0.48/review response. Auto-Complete Address: $0.017832 /Search Result and $0.03525 / Result Selection. Funnel AI: $5.94/funnelAI request. Dedicated IP: $118/ IP Per Month. Domain Registration: 29$ Per Year, per domain.

AI Team Members:
Upgrade Profits AI Employee System: Charges are applied for usage as follows. Calls: $0.39 per minute of connected talk time. SMS: $0.07 per segment. Social Media: $15 per account per month, plus $0.07 per message segment. These charges are separate from setup or training fees and are based solely on usage.

Phone Number Warming System:
The Phone Number Warming System charges are based on SMS segments sent or calling minutes used while the system is active, with usage depending on the dynamic spam and fraud scores of the phone number to ensure optimal warming results. These scores can change over time based on how each number is used and other factors, including but not limited to how many SMS or calls are marked as spam, how frequently recipients engage with messages or calls, and other relevant metrics. Typically, the warming system operates within a range of 5,000 to 50,000 messages and/or minutes per day until the number is fully warmed, as determined by our scoring system. The process generally includes an initial warming session lasting 7–14 days for new numbers, followed by shorter sessions of 2–7 days as needed, depending on updates to the spam and fraud scores.

Note: Prices might change based on monthly subscriptions or the features you use.

All CRM Credit/Top-Up Loads are Non-Refundable .

B. Growth Together

For Tier 3 members and above:

A Fun Journey: Partnering with us is not just about business growth. It's an exciting journey we undertake together.Earn Rewards: We've made the learning process fun! As you hit milestones, you get bonus courses and cool rewards.Stay Motivated: The rewards, courses, and bonuses are there to keep you motivated, engaged, and on the path to success. Let's celebrate every achievement together!

C. The Waitlist Process

Due to high demand, we have a waitlist. You can join it here. We respect your privacy and let you choose how visible you want to be on the waitlist.

D. Deposit System:

Less than $1000 toward a package that costs over $10000: You get a place in line. It’s perfect for those wanting to start but are tight on budget. While you might have to wait a bit longer, if you decide not to continue, you get a full refund after a video chat with our strategist. More than $1000: You get a faster queue position. This deposit is non-refundable but shows you’re serious about your growth. You also get early access to a special course.

Perks on the Waitlist:

Induction Day Goodies: Once your payment is done and it's your turn, expect lots of goodies on your first day. This includes a customized CRM, access to tools, coaching, and courses based on your plan. Premium Courses: Even while waiting, you get exclusive courses that will help sharpen your skills.

Joining our waitlist is the first step in our journey together. We're dedicated to ensuring you have a clear, beneficial path that matches your business goals. Let's grow together!

E. Dedication and Accountability to Clients and partners:

Your Promise: When you team up with Upgrade Profits, it's a sign you're serious about growing your coaching business. We get it – success takes time and hard work. So we're here to help, but you'll need to stay focused and put in the effort.

Feedback is a Two-way Street: Our experts at Upgrade Profits will always be straight with you. This means real feedback, sometimes even a challenge, all to help you get the best results.

Your Success is Up to You: We're here to guide and support you, but the real outcomes? That's on you. A successful coaching business requires your hard work, attention, and dedication.

Why We're Here: Our main goal is to help you reach yours. We're here to boost your personal, professional, and business growth. But remember, while we're your guide, we aren't therapists, lawyers, or accountants.

Your Responsibilities

Stick to the Plan: We've crafted strategies for your success. If you choose a different route, we'll still be here, but we can't promise the same results. We'll always let you know our thoughts and the potential consequences of other choices.

Communication is Key: If you're thinking of making a change, let us know. Consistent communication keeps everything on track. Have questions or concerns? Your Business Success Advisor is just a message away.

Stay Committed: We're dedicated to helping you rise, but we have rules to keep everyone on their toes. If you're late or miss a session, there's a $39 fee. However, we get that life happens - if there's an emergency, let us know at least three hours in advance, and we'll waive the fee once a month. If you can't make it, send someone from your team. Planning a break? Just give us a week's notice, and you can take up to 14 days off without any extra charges. To keep things moving, please send any materials we ask for within 72 hours.

Extra Services

Sometimes, we have additional offerings. Joining these is totally up to you. Remember, these are just bonus features, not the main service. We might make changes or stop an offering without warning. This helps us stay flexible and provide you with the best value. Our main focus is always on our primary services, but these extras can enhance your experience with us.

F. Refund Policy Explained:

We value your trust and commitment. Our refund policy reflects our belief in the power of our program:

If you decide to leave our program, miss sessions, or fall behind on payments, refunds aren't available.

We offer our guarantee included in some programs with specific terms if we don't stick to our part of the deal as stated within the signed agreement. Otherwise, no refunds.

Initial payments are final because we start helping you right away.

If you stop making payments, and you've already paid $1000 or more toward a package that is over $10,000, you can still access our wait-list content for 6 months. While you won't get a refund, the knowledge you gain is yours to keep.

For our software, we offer a 31-day money-back guarantee for the first payment. After that, no refunds. Costs related to how the software is used and when credits are loaded into the account are final and non refundable.

At Upgrade Profits, we're in your corner. Our refund policy ensures we can focus on dedicated clients like you, who are serious about growing their businesses.

G. Force Majeure:

In the event of unforeseen circumstances beyond Upgrade Profits's control ("Force Majeure") that hinder the fulfillment of this Agreement or any responsibilities herein, and should the affected party duly notify the other party through written communication, email, phone call, or message via the designated communication channel, the obligations of Upgrade Profits will be momentarily suspended in accordance with the situation's demands.

The term Force Majeure includes, but isn't limited to, natural disasters, global health crises including pandemics and epidemics, governmental orders or decrees, acts of war or terrorism, strikes, or supplier failures. Upgrade Profits will endeavor to address or eliminate the causes of non-performance and will aim to resume its duties as soon as feasible.

This Force Majeure clause is incorporated to ensure both Upgrade Profits and the Partner/Client address unexpected events with understanding, allowing concentration on the primary objective: advancing the Partner/Client’s business.

H. Indemnification:

1. The Partner/Client will indemnify and hold Upgrade Profits harmless against all claims, liabilities, or damages arising from any marketing, sales, or recommendations provided under this Agreement, inclusive of litigation and legal fees.

2. Furthermore, the Partner/Client will indemnify Upgrade Profits against any claims or liabilities arising from statements or services offered, including those from the sales team or any component of the services, products, or skills mentioned in this Agreement.

I. Arbitration and Dispute Resolution:

Should any disputes arise from this Agreement and a friendly resolution between the Partner/Client and Upgrade Profits is not reached, such issues will be addressed through binding arbitration. This process will be governed by the Commercial Arbitration Rules of the American Arbitration Association, and Dale H. Ferdinand will serve as the designated arbitrator.

The laws of the State of Wyoming will guide this Agreement, excluding its conflict of laws principles. Disputes will be settled on an individual basis, with no joining of claims with those of another party. If, however, a competent court or arbitrator deems this individual arbitration agreement to be unenforceable, disputes must be resolved in the state and federal courts of Sheridan County, Wyoming.

Claims seeking $10,000 or less will be settled through phone or online methods, or written submissions without in-person appearances unless both parties agree otherwise. If claims exceed $10,000, the American Arbitration Association rules will determine the right to a hearing. Any necessary hearings will occur in Sheridan, Wyoming. The appointed arbitrator must be well-informed in the relevant subject matter. Discovery will be concluded within 60 days post the arbitrator's appointment, and each party has the right to legal representation, present evidence, and cross-examine witnesses. The arbitrator's award will be final, written, and enforceable in any competent court.

In any dispute, the prevailing party may recover reasonable legal and arbitration costs. The arbitrator cannot award punitive damages, and both parties waive any rights to an arbitrator's decision appeal.

Prior to pursuing a formal dispute, you must give Upgrade Profits a chance to address the matter. Notify us in writing at [email protected] and via postal mail at 30 N Gould St, Suite 7546, Sheridan, WY 82801 with your name, address, claim details, and the relief you seek. If we don't address the dispute within 30 days of receiving your notification, you may then seek formal redress through arbitration.

Arbitration ensures a faster resolution for both the Partner/Client and Upgrade Profits. Costs related to the arbitration, unless stipulated by law, will be shared equally between both parties. Each party will shoulder their own legal costs during this process, unless a statute allows awarding these to the winning party. If in any case arbitration is ruled invalid, both parties will bear their legal fees independently, unless a prevailing party statute is in effect.

Arbitration proceedings will be held in Sheridan County, Wyoming. If legally allowed, digital arbitration can be arranged with Dale H. Ferdinand for convenience.

J. Class Action Limitation:

To foster direct communication and promote mutual resolution of potential issues, the Partner/Client agrees to address disputes with Upgrade Profits on an individual basis through arbitration, foregoing class or collective actions.

The Partner/Client shall not engage in any class, collective, or representative actions, even if such actions are yet to receive official class status.

Should any part of this Class Action Limitation be deemed unenforceable by a court of appropriate jurisdiction, that particular action, to the extent determined, will proceed in a competent civil court. However, the remaining enforceable sections of the Class Action Limitation shall be upheld in arbitration.

These provisions emphasize Upgrade Profits' dedication to a streamlined dispute resolution process, allowing both parties to focus on the primary objective: enhancing the Partner/Client’s business growth and success.

K. Waiver of Jury Trial:

Recognizing the importance of addressing disputes promptly and efficiently, the Partner/Client consents to resolve any differences with Upgrade Profits through individual arbitration, expressly waiving the right to a jury trial.

By willingly foregoing a jury trial, the Partner/Client agrees to explore alternative dispute resolution avenues, such as negotiation or arbitration, emphasizing swift and resourceful solutions over prolonged court proceedings.

This waiver prioritizes the agility and adaptability of the Partner/Client’s business, championing a proactive approach to potential challenges and maximizing growth opportunities. Adherence to this clause enhances a goal-oriented, collaborative relationship centered on mutual business advancement.

The waiver shall be governed and interpreted under Wyoming state laws. By accepting this clause, the Partner/Client acknowledges full comprehension and agreement to its terms, fostering a united, growth-driven partnership.

L. Conditions of Default:

Upgrade Profits and the Partner/Client share a commitment to jointly navigate the business landscape, focusing on growth and problem-solving. To ensure seamless collaboration, it's imperative to outline circumstances constituting a default.

A default may arise due to the Partner/Client's inability to meet specific obligations, encompassing timely payments for coaching, consulting, software services (either on a monthly or per-use basis), compliance with this agreement, or maintaining financial solvency.

By setting transparent standards, Upgrade Profits and the Partner/Client can operate with mutual trust, enabling the Partner/Client to direct their energy towards overcoming challenges and business expansion, with the consistent support of Upgrade Profits.

Should a default scenario emerge, immediate corrective action is paramount to protect the business strides made and sustain the constructive rapport between both entities. Transparent dialogue and a cooperative approach are instrumental in realigning with growth objectives.

This clause underscores the mutual dedication and accountability that Upgrade Profits and the Partner/Client pledge to each other. Abiding by their respective roles ensures a productive collaboration, capitalizing on the dynamic opportunities and challenges intrinsic to a blossoming business journey.

M. Payment Processing Dispute Protocol:

The Partner/Client accepts that disputes or disagreements over fees and charges detailed in this Agreement will be addressed directly with Upgrade Profits. The Partner/Client pledges not to instigate or request chargebacks or reversals of payments channeled to Upgrade Profits via any payment mechanisms.

By avoiding chargebacks, the Partner/Client emphasizes the value of open dialogue and joint resolution. This section allows both entities to swiftly and easily address concerns, nurturing a cooperative and efficient relationship.

Should a payment issue emerge, the Partner/Client is obliged to first communicate with Upgrade Profits in an effort to amicably settle the matter before filing for arbitration. Both sides pledge to uphold respectful and transparent communication, ensuring they refrain from any disparaging or inappropriate remarks.

If direct communication doesn't resolve the issue, arbitration, as detailed in this Agreement, will be the next step. Arbitration ensures timely and equitable resolutions.

The Partner/Client, by abstaining from chargebacks, showcases their commitment to a productive partnership and the terms stipulated in this Agreement. This section amplifies trust, allowing both parties to spotlight the Partner/Client's business trajectory.

The Partner/Client acknowledges that initiating chargebacks without prior communication and arbitration might jeopardize the partnership. Such actions may lead to the cancelation of services from Upgrade Profits, accompanied by a $4999 Chargeback fee plus $399 for each hour invested in resolving the chargeback, and an additional $100 daily until the dispute is settled and fully compensated. Consequently, the Partner/Client recognizes the significance of this clause, safeguarding a symbiotic business partnership.

N. Paying On Time:

For the best service and to help your business grow, it's important to pay on time. If payments are late:

We charge a daily late fee of 0.5% or the highest allowed legal fee.If 28 days pass without payment, we start a collection process. This comes with an extra $399 fee per hour spent resolving the due payment in collections plus the late fees above.If you have any unpaid dues, we'll try to get the payment from any methods you've given us until it's all paid.

When you pay on time, our team can fully focus on helping you and your business succeed.

O. Changing Systems Together:

If you want to make changes to the tools or software we've set up for you, please talk to us first. We want to make sure these changes help and don't hurt your business.

If you decide to go a different route from our advice, we'll let you know of any risks. Working together, we make sure your business stays on track for success.

P. Ending Our Agreement:

Our goal is to help you grow, but we know things can change. If you want to end our agreement or software subscription:

Let us know in writing 31 days before it ends. Email “[email protected]” and message your success manager, if you're in our business program.

During this time, we'll keep working hard for you. If we stop any projects, we'll talk about payment for the work done.

If you don't follow our agreement, like being late often or not listening to advice, we might have to end our partnership. This helps us work efficiently with all our partners.

Unless you say otherwise, your subscription will keep going at the current rate. Our software plans renew every 28 days. To cancel, follow our process.

Q. How Payment Works:

We know the value of our tools and coaching for growing businesses. By partnering with us, you agree to pay for the software, coaching, or advice you use. Payments are set up to happen automatically, making the process smooth for you.

R. Keeping Things Confidential:

We respect your privacy. We'll protect all the info you share with us. But to show how great our partnership can be, we might use general details about your business success in our promotions. This could include testimonials or business growth numbers. But we'll never share special details about what makes your business unique.

We also encourage you to share how we've helped you, using public info. This way, potential clients see the latest and clearest info about us.

This section helps make sure that our partnership stays strong and your business keeps its unique edge.

S. Keeping Things Open and Honest: Audit Rights

Working together means trust. That's why we have an "Audit Rights" rule. If we give you 72 hours' notice, you'll show us requested business documents. This lets us check that everything's clear and honest.

Why do we do this?

Building Trust: Regular checks help us trust each other more. Improving Services: By looking at your business details, we can serve you better. Staying Legal: Our checks help spot potential issues. But remember, this doesn't replace professional advice. Always consult with experts. Staying Transparent: We're serious about our promise to be transparent, we give you full access to your entire system to look over any stats you want to see within your business.

By agreeing to this, you're choosing a partnership that's all about trust, transparency, and growth.

T. Updates to Terms Of Service

Any past Terms of service or communication don’t count. If we want to change these terms of service, You agree to those changes made, any and all updates will be posted on this page. It is your responsibility to look over these updates.

U. Rules About Our Digital Offers

Our services and tools are only for the partners who agree to these terms. You can't give them to someone else to agree on your part. If you stop subscribing to Upgrade Profits, you lose access to everything we provide. You also can't sell our stuff or share our secrets or other non-public content.

All our programs, software, and training materials are our property. You promise not to share them. If you break this promise, we may take legal action. You must also keep everything confidential.

V. Keeping Our Community Strong and Respectful

When you join our programs, you'll meet lots of people. But please don't try to hire or work with them outside of our program.

You must follow this rule for 5 years after our agreement ends. We want everyone to work together without taking away from what Upgrade Profits offers to the community, making the community stronger, together!

We welcome and suggest you to make friends and connections. But always respect the community. If you don't, we might have to stop working with you.

Following this rule shows you care about everyone's success, and it helps make a great space for all members.

W. Interpretation and Enforceability

Should any provision within this Agreement be deemed void, unlawful, or unenforceable for any given reason, such a determination will not undermine or nullify the remaining provisions of these terms of service. If any section of this terms of service should be interpreted as unlawful, invalid, or unenforceable, that provision will be voided as if it never existed and remaining provisions will remain in full force.

X. Safeguarding Confidentiality and Content:

Upgrade Profits deeply values the commitment and trust placed in our comprehensive coaching, consulting, and software solutions by our Partner/Client. In reverence to this trust, we pledge to secure the resources, tools, and content furnished to our Partner/Client. To fulfill this commitment, we have in place advanced protective measures and technologies to curtail unauthorized access or misuse of our content and digital tools.

Our dedication to securing our content and tools benefits our Partner/Client in multiple ways:

Asset Security: By activating stringent protective measures and technologies, we aim to secure the Partner/Client's investment in our diverse coaching, consulting, and software suite. This guarantees that the tools and knowledge they harness remain uniquely accessible to them, upholding the merit of their investment.

Preservation of Content Authenticity: Our protective measures are designed to uphold the originality and value of the resources provided. As such, our Partner/Client can always trust the content to be relevant, updated, and of the highest quality.

Sustained Competitive Edge: By mitigating unauthorized duplication or distribution of our resources, we equip the Partner/Client with an unmatched advantage. They are thereby assured of drawing upon resources that aren't easily accessible to their competition.

Business Privacy Assurance: The protective measures and technologies incorporated by us play a pivotal role in guaranteeing the privacy of the Partner/Client's business strategies and data. This fortifies the trust quotient and offers them solace, knowing their confidential data remains secure within our digital environment.

Distinguished Collaboration: By securing the Partner/Client's resources and reinforcing the authenticity of our digital tools and content, we cultivate an exclusive collaboration. This privileged association only strengthens the relationship between Upgrade Profits and the Partner/Client, providing an assurance of the safety of their investments and the paramountcy of their business goals.

At Upgrade Profits, our conviction lies in the essence of establishing a secured and positive offers, trainings, and systems, which not only assure the Partner/Client's success but also the longevity of their entrepreneurial journey. With state-of-the-art content protection and advanced digital restrictions, we embolden our Partner/Client to exploit our resources confidently, with the certainty of their investments being well-guarded and their aspirations being our utmost priority.

Y. Information Collaboration for Joint Advancement:

Information Sharing for Enriched Business Strategies: At Upgrade Profits, we endorse the power of collaboration, understanding that unified endeavors can amplify outcomes. With our partnership, fortified by the shared objective of rapid business growth, we've conceived a system for mutual collaboration to optimize your market stance.

Data Utilization: Acknowledging the significance of data in crafting potent business strategies, the Partner extends to Upgrade Profits the permission to access and use the Partner’s data, encompassing leads or client details stored in their systems as well as all other data or information provided. This reservoir can spotlight areas of potential growth and innovation.

For Analytical and Development Purposes: The assimilated data will be principally used for marketing research or product development. Our goal, through profound analysis and shared insights, is to discover strategies that bolster not only Upgrade Profits but also the Partner's market presence, client interaction, and provide research intelligence benefiting our entire partnership network.

Networked Referrals for Expansion: By delving into the Partner’s client base and leads, Upgrade Profits can cultivate a dynamic referral mechanism, giving the Partner an edge through our expansive network, channeling prospective opportunities in their direction.

Collaborative Benefits: This synergistic approach aims to supercharge your business trajectory. By amalgamating our expertise and insights, we aim to offer strategies and openings tailored for the Partner, augmenting growth and profitability, and ensuring our team is well-resourced to offer top-tier research support, amplifying your outcomes.

Data Privacy Commitment: While we’re passionate about the potential of this collaborative endeavor, the Partner’s client data security remains our utmost priority. All shared data will be processed in strict adherence to contemporary data protection guidelines, safeguarding its confidentiality and integrity.

Joint Triumph: Embracing this collaborative spirit, we eagerly anticipate a prosperous future where both our ventures flourish, reaping the rewards of shared wisdom, innovation, and mutual growth.

By aligning with this section, the Partner agrees to a collective ambition of growth, tapping into combined prowess for individual success.

Z. Terms for Tailored Requests:

For any distinct projects or requisitions the Partner/Client might have, Upgrade Profits will craft an estimate or a billing page elucidating the overall costs and the extent of the bespoke agreement. The Partner/Client will bear the expenses linked to external materials or services, as provided in the estimate or supplementary agreement.

Upon the Partner/Client's decision to proceed with the bespoke project grounded on Upgrade Profits' proposed costs, the services will be executed in alignment with the estimate, with mutual consensus on any alterations. Customized requests are billed at the standard hourly rate, starting from $399 and can vary based on the complexity of the task. Prepayment for these services is imperative before the initiation of any tasks.

This process assures transparency for the Partner/Client regarding supplementary services and their respective costs, equipping them to make enlightened decisions, and confirming that Upgrade Profits can assign the requisite expertise and resources to cater to the Partner/Client's specialized requirements, facilitating their business growth.

ZA. 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.

ZB. 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.

ZC. 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.

ZD. 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 rights 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.

ZE. 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.

ZF. 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 [email protected]. 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.

ZG. 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.

ZH. 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.

ZI. 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.

ZJ. 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).

ZK. Modifications to the website and prices

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.

ZL. Agreement to partners and other products used within our systems.

When using our Products, Offers, or services, you agree to the Terms of service and Privacy policies of the following companies as well:

Clickup: Terms Of Service: https://clickup.com/terms Privacy Policy: https://clickup.com/privacy

Google Workspace: Terms Of Service: https://policies.google.com/terms?hl=en Privacy Policy: https://policies.google.com/privacy?hl=en

Loom: Terms of Service: https://www.loom.com/terms Privacy Policy: https://www.loom.com/privacy-policy

Zoom: Terms Of Service: https://explore.zoom.us/en/terms/ Privacy Policy: https://explore.zoom.us/en/privacy/

Slack: All Terms listed including terms of service and Privacy Policy: https://slack.com/main-services-agreement

Make: Terms Of Service: https://www.make.com/en/terms-and-conditions Privacy Policy: https://www.make.com/en/privacy-notice

Cloudflare: Terms Of Service: https://www.cloudflare.com/website-terms/ Privacy Policy: https://www.cloudflare.com/privacypolicy/

Hyros: Terms Of Service: https://hyros.com/terms-of-service.html Privacy Policy: https://hyros.com/privacy.html

ZM. The Upgrade Profits Referral Initiative:

At Upgrade Profits, we cherish the trust our partners repose in our prowess to catalyze their business evolution. To foster a mutually beneficial ecosystem, we’ve inaugurated a referral program as a testament to our appreciation for your belief in us.

Whenever you, our esteemed partner, introduce a new member to Upgrade Profits, and they opt for any of our extensive service offerings, we reciprocate your effort with a 10% commission on their initial payment following a minimum payment approval period of 30 business days. This gesture is our tangible acknowledgment of your invaluable contribution to our expanding community.

Joining our referral initiative is hassle-free. Engage with your Business Success Manager, who will help you sign up. In addition, you may or sign up to our referral program website https://upgradeprofits.com/success for our software and other programs to send direct referral links excluding any programs that require us to book a strategy call to get them qualified and enrolled. Upon your referral’s registration through your distinct link and reference during their strategy session, the referral incentive is credited to you following the 30-day payment approval process.

Moreover, those referred by you also benefit. Apart from availing our proven solutions and coaching, they receive added advantages, propelling their business journey, extra bonuses are ONLY given through a referral of another partner.

In essence, our referral scheme is our avenue to appreciate your advocacy, simultaneously expanding our community of driven entrepreneurs, and creating a symbiotic environment for all participants.

ZN. 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 constitute 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.