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.