Terms and Conditions

Last Updated:  February 19, 2026

By accessing or using our websites (“Sites”), you agree to be bound by the terms and conditions listed herein (this “Agreement”) and our Privacy Policy (the “Privacy Policy”), which is incorporated herein by reference. The terms “we,” “us,” or “our” mean Upgraded Points, LLC, a Texas limited liability company, and its domestic legal subsidiaries and affiliates. The term “Services” collectively means our Sites, widgets, email notifications and other mediums, or portions of such mediums, through which you have accessed this Agreement.  This Agreement contains disclaimers of warranties and liability.

PLEASE READ THIS AGREEMENT CAREFULLY.  THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ACCESS AND USE OF OUR SITES AND THE SERVICES.  THIS AGREEMENT LIMITS OUR LIABILITY TO YOU, REQUIRES YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US AND HAS YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN A CLASS ACTION FORMAT.

Your Compliance with this Agreement

You acknowledge that this Agreement is supported by reasonable and valuable consideration, the receipt and adequacy of which is hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your ability to visit, use and/or submit information to our Services.

You represent that you have the capacity to be bound by this Agreement, or if you are acting on behalf of a company or other entity, you have the authority to bind such company or entity. In order to determine your compliance with this Agreement, we may monitor, either directly or indirectly through our third party vendors, your access and use of our Services in accordance with our Privacy Policy.

Our Services are Not Intended for Minors

Our Services are intended to be accessed and used only by adults and are not directed to minors. As stated in our Privacy Policy, we do not knowingly collect personally identifiable information from children. You should not provide us with any information regarding any individual under the age of 18.  We will not be liable for any damages that may result from a misrepresentation of age by a user of our Sites. 

Your Access and Permitted Use of Our Services

Your right to access and use our Services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use our Services for lawful purposes and pursuant to the terms and conditions of this Agreement.

Your access and use of our Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of our Services or other actions that we, in our sole discretion, may elect to take. We reserve the right to suspend or discontinue the availability of our Services and/or any portion or feature of our Services or delete any information on our Sites at any time in our sole discretion and without prior notice.

Any action by you that, in our sole discretion: (i) violates the terms and conditions of this Agreement and/or the Privacy Policy; (ii) restricts, inhibits or prevents any access, use or enjoyment of our Services; (iii) through the use of our Services, defames, abuses, harasses, offends or threatens; or (iv) violates any international, federal, provincial or state regulations, rules, laws, or local ordinances, shall not be permitted, and may result in your loss of the right to access and use our Services.

You shall not modify, scrape, embed, or frame our Services without our prior written permission.

Third-Party Providers and Your Responsibilities

Our Services may provide access to information from, or links enabling you to connect with, third‑party service providers, including but not limited to financial institutions, credit card issuers, mortgage brokers, insurance professionals, and travel service providers such as airlines, hotels, and cruise operators (collectively, “Third‑Party Providers”). These Third‑Party Providers operate independently from us, and we do not endorse, recommend, validate, investigate, or guarantee the qualifications, licensing, or capabilities of any Third‑Party Provider. We are not an agent, advisor, fiduciary, or intermediary for you or for any Third‑Party Provider.

Any engagement you choose to pursue with a Third‑Party Provider—including applications, purchases, bookings, or other transactions—is solely between you and that provider. Third‑Party Providers are exclusively responsible for the products or services they offer, and you acknowledge that we are not liable for any losses, costs, damages, or claims in connection with, arising from, or related to your interactions with them.

Consistent with our Privacy Policy, our Services may contain links to third‑party websites, software, or applications not owned or controlled by us. When you navigate to or interact with those third‑party environments, you do so entirely at your own risk. We do not control and are not responsible for the actions, privacy practices, security measures, or content of any Third‑Party Provider or third‑party website, software, or application. We strongly encourage you to review each third party’s privacy policy, terms of use, and related disclosures before providing any personal information or completing any transaction.

You Must Maintain the Integrity of Your Information

To use certain aspects of our Services, you may be required to provide us with information about yourself, which may include personal or confidential data. You agree to provide accurate, current, and complete information, to refrain from misrepresenting your identity, and to update your personal information as needed. Our collection, use, and disclosure of your personal information are governed solely by this Agreement and our Privacy Policy. Any personal information you provide directly to a Third‑Party Provider after leaving our Sites is governed solely by that third party’s policies—we do not control or have access to such information other than limited referral‑related data as described in our Privacy Policy and Cookies Policy.

You Are Responsible for Your Financial and Travel Decisions

We do not investigate, evaluate, or confirm the credentials or qualifications of Third‑Party Providers. You are solely responsible for determining whether any provider meets your needs. We strongly encourage you to consult with qualified financial advisors, insurance professionals, and other expert advisors who are familiar with your individual circumstances before making any financial, insurance, or travel‑related decisions. You acknowledge that you rely on your own judgment—and, where applicable, the judgment of such advisors—when selecting or using any product or service offered by a Third‑Party Provider.

We Are Not a Third‑Party Provider

We are not a financial institution, insurer, lender, broker, or Third-Party Provider. We do not issue mortgages, credit cards, insurance policies, travel products, or any other financial, insurance, or travel‑related services. Our role is limited to providing a platform that offers information about credit cards, rewards programs, travel, and other related topics for informational purposes only. While our content may help you identify or connect with Third‑Party Providers, we do not participate in, influence, or make any credit, underwriting, insurance‑coverage, travel‑booking, or similar decisions. All such decisions are made solely by the applicable Third‑Party Provider.

No Guarantee of Quotes, Fees, Terms, Rates, Coverage, or Services

We do not guarantee, warrant, or make any representations regarding the quotes, fees, terms, rates, coverage, or services offered by Third‑Party Providers, nor do we guarantee that any such offerings are the most favorable or best available.

Fees and Compensation

Unless you are a Third‑Party Provider or purchase a specific service from us, you do not pay us a fee to use our Services. Third‑Party Providers may pay us fees for advertising, referral, or matching services, as further described in our “Advertising Policy, How We Make Money & Additional Disclosures,” incorporated herein by reference. We are not involved in, and have no responsibility for, any fee arrangement between you and a Third‑Party Provider. By using our Services, you acknowledge and agree to this compensation arrangement and release us from all related claims, losses, or damages.

Compliance With Laws

You are solely responsible for complying with all applicable laws, regulations, and requirements related to your use of our Services or any products or services offered by Third‑Party Providers.

Fees and Payments

As stated above, access and use of our Services is free. However, we may choose to introduce fees for certain premium features, enhanced services, or for access to all or portions of the Services at any time. If we offer any feature or service for a fee, we will disclose the applicable charges at the time the fee‑based feature or service is made available.

We may also modify this  policy at our sole discretion and begin charging for access to our Services or for any features or services at any time by providing notice through the Services. We further reserve the right, in our sole discretion, to add, remove, or modify the features and services we offer, and to establish, change, or update the fees (including the amount, type, and structure of such fees) at any time.

If we introduce a new fee or a new paid service, we will notify you of the applicable fees at the time that such paid service is launched or at the time the new fee is imposed. Your continued use of the applicable feature, service, or the Services after we provide notice of any new or modified fees constitutes your agreement to pay all such fees and applicable taxes.

Our Intellectual Property Rights

Our names, graphics, logos, page headers, button icons, scripts, and service names are our trademarks or trade dress in the United States and/or other countries (collectively, the “Proprietary Marks”). You may not use the Proprietary Marks without our prior written permission. We make no proprietary claim to any third-party names, trademarks or service marks appearing on our Services. Any third-party names, trademarks, and service marks are property of their respective owners.

The information, advice, data, articles, guides, reviews, and other content or material viewable on, contained in, or downloadable from our Services (collectively, the “Content”), including, without limitation, all text, graphics, charts, pictures, photographs, images, videos, line art, icons and renditions, are copyrighted by, or otherwise licensed to, us or our Content suppliers. We also own a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Content (the “Collective Work”). All software used on or within our Services (the “Software”) is our property or the property of our software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading or otherwise using the Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to the Content, the Collective Work, or the Software.

You are solely responsible for any damages resulting from your infringement of our or any third-party’s intellectual property rights regarding the Proprietary Marks, the Content, the Collective Work, the Software and/or any other harm incurred by us or our affiliates as a, direct or indirect, result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.

Your Use of the Content

We grant you a limited, revocable, non‑exclusive, non‑transferable license to access and use the Content and the Collective Work solely for your personal, non‑commercial use. Except for this limited license, you may not copy, reproduce, distribute, modify, perform, display, publish, create derivative works from, sell, or otherwise exploit any Content or the Collective Work without our prior written permission.

You may not remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in or accompanying the Content or Collective Work. You may not use any Content, the Collective Work, or the Services for any commercial purpose, nor may you use any meta tags or other “hidden text” incorporating our name, trademarks, or branding without our prior written permission.

Any use of the Content, the Collective Work, or the Services not expressly permitted by this Agreement is prohibited.

Access and Interference

You agree not to use any robot, spider, scraper, deep‑linking technology, or other automated data‑gathering or extraction tools, algorithms, or programs to access, acquire, copy, or monitor the Services or any portion of the Services without our prior written permission.

Additionally, you agree not to:

• Impose excessive load: Take any action that, in our sole discretion, imposes or may impose an unreasonable or disproportionately large load on our infrastructure.
• Copy or distribute content: Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content from the Services (other than your own personal information) without our prior written permission and, where applicable, the permission of the relevant third party.
• Interfere with operations: Interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services.
• Bypass access restrictions: Circumvent or bypass any robot‑exclusion protocols, access‑control measures, or other technological protections used to prevent or restrict access to the Services.

Notwithstanding the foregoing, operators of public search engines are granted limited permission to use spiders solely to create publicly available search indices of the materials on the Services, but not to create caches or archives. We reserve the right to revoke this permission at any time, generally or on a case‑by‑case basis.

Except as expressly permitted by this Agreement, you may not collect or harvest any personally identifiable information from the Services, including account names.

Electronic Communications

When you send an email to us, provide us with your email address, or communicate with us electronically, you consent to receive communications from us electronically. We may also choose to communicate with you by posting notices on our Sites and Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Your Responsibility for Equipment and Related Costs

You are responsible for obtaining and maintaining all mobile, computer hardware, Internet access services and other equipment or services needed to access and use our Services, and all costs and fees associated with Internet access or long distance charges incurred with regard to your access and use of our Services.

Third Party Links, Access and Additional Disclosures

Our Services may include links or access to websites, resources, products, services, or platforms operated by advertisers, business partners, affiliates, Third-Party Providers, and other third parties (“Third‑Party Sites”). These links are provided for informational and convenience purposes only. Any appearance of a third party’s name, logo, branding, or product information on our Services is for attribution or informational purposes and does not imply any affiliation with us or endorsement of us by that third party.

We do not control Third‑Party Sites and have no responsibility for their content, offerings, availability, terms, or policies. If you choose to visit or interact with any Third‑Party Site, you do so voluntarily and at your own discretion. The terms, rates, offers, rewards, or promotions displayed on Third‑Party Sites or presented through their services may change at any time, and we do not guarantee that any such information reflects the best or lowest available options in the market.

We may receive compensation when you click on certain links or when you are approved for a credit card or other financial product offered by our advertising partners. This compensation may influence the placement or presentation of certain offers or content on our Services but does not influence our editorial standards or the information we provide.

For more information about our advertising relationships, compensation practices, and additional disclosures concerning our content and interactions with Third‑Party Providers, please refer to our “Advertising Policy, How We Make Money & Additional Disclosures,” which is incorporated herein by reference.

Mobile Devices

If we provide aspects of our Services via an application for your mobile or other device, please be aware that your carrier’s normal rates and fees may apply and that the terms of this Agreement and other agreements within the application apply to your use of such application.

Promotional Terms

Any and all offers, contests, sweepstakes or promotions advertised on the Service (collectively “Promotions”) are void where prohibited, and are subject to the posting of any official rules to such Promotions.

Copyright Infringement

It is our policy to comply with the Digital Millennium Copyright Act, title 17, United States Code, Section 512, including, without limitation, responding to notices of alleged copyright infringement, and other applicable intellectual property laws.

Notifications (each a “Notification”) of claimed copyright infringement should be sent by either express mail or U.S. mail to our designated agent. Our designated agent contact information is set forth below:

Address of designated agent to which notification should be sent:

Upgraded Points, LLC
1155 Barton Springs Road
Austin, Texas 78704

Email address of designated agent: mail@upgradedpoints.com

Pursuant to Title 17, United States Code, Section 512(c)(3), to be effective, the Notification must include the following:

A physical or electronic signature of a person authorized to act on behalf of the owner (“Complaining Party”) of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of such works at that site;

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

Information reasonably sufficient to permit us to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the Complaining Party may be contacted;

A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in the Notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon receipt of the Notification containing the information as outlined in 1 through 6 above, and pursuant to Title 17, United States Code, Section 512:

We will remove or disable access to the material that is alleged to be infringing;

We will forward the Notification to the alleged infringer (“Subscriber”); and

We will take reasonable steps to promptly notify the Subscriber that we have removed or disabled access to the material.

Counter Notification

Pursuant to Title 17, United States Code, Section 512(g)(3), a Subscriber may counter a Notification by providing a written communication (“Counter Notification”) to our designated agent that includes substantially the following:

• A physical or electronic signature of the Subscriber;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• The Subscriber’s name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Subscriber’s address is outside of the United States, for any judicial district in which we may be found, and that the Subscriber will accept service of process from the person who provided the Counter Notification or an agent of such person.

Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, and pursuant to Title 17, United States Code, Section 512:

We will promptly provide the Complaining Party with a copy of the Counter Notification;

We will inform the Complaining Party that we will replace the removed material or cease disabling access to the removed material within ten (10) business days; and

We will replace the removed material or cease disabling access to the removed material not less than ten (10), nor more than fourteen (14) business days following receipt of the Counter Notification, provided our designated agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain the Subscriber from engaging in infringing activity relating to the removed material on our network or system.

We Make No Representations or Warranties Regarding the Content

The Content and our Services are provided to you on an “as-is”, “as available” and “with all faults” basis. To the fullest extent permitted by law, we make no representations, warranties, or guarantees of any kind, whether express or implied, regarding the operation of our Services or the information, content, materials, products, services or other offerings included on or associated with our Services. You expressly agree that your use of our Services and all information, content, materials, products, services and other offerings accessed through our Services is at your sole risk.

We further make no representations, warranties, or guarantees—express or implied—regarding the accuracy, completeness, correctness, timeliness, reliability, title, non‑infringement, merchantability, conformity, or fitness for a particular purpose of any Content or of any information, content, materials, products, services and other offerings accessed through our Services. You are solely responsible for independently evaluating the accuracy, completeness, and suitability of the Content or any such offerings for your individual needs.

We do not warrant that the Services or any Content available for download will be free of harmful components, including without limitation viruses, malware, malicious code, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. You are responsible for implementing appropriate security measures to protect your systems and data.

We make no representations or warranties regarding any quotes, fees, terms, rates, offers, coverage, rewards, financial products, travel products, or services that may be displayed on, linked to, or accessed through our Services. As noted above, these offerings may change at any time and may not reflect the best or lowest available terms in the market.

WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT A FINANCIAL INSTITUTION, INSURANCE PROVIDER, CREDIT CARD PROVIDER OR OTHER THIRD-PARTY PROVIDER. YOU ACKNOWLEDGE AND AGREE THAT WE ARE SOLELY AN INTERMEDIARY BETWEEN YOU AND SUCH THIRD-PARTY PROVIDERS AND, THEREFORE, WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR ANY CONTENT, INFORMATION, MATERIALS, PRODUCTS, SERVICES OR OTHER OFFERINGS PROVIDED BY SUCH THIRD-PARTY PROVIDERS.

The Content and our Services are intended only as educational and general information to better understand financial products, credit card rewards, travel strategies, and related topics.  The Content and our Services are broad in scope, may not reflect all current offers or terms, and does not take into account your personal financial circumstances, objectives, credit profile, travel patterns, or risk tolerance. Because every individual’s financial situation is unique, the Content may not be accurate, complete, or appropriate for your particular needs.

Nothing on our Sites or through our Services constitutes financial, legal, tax, accounting, or professional advice, nor should it be relied upon as such. We do not provide individualized recommendations, suitability analyses, credit or loan advice, or guidance on whether any particular credit card, financial product, or travel strategy is right for you.

Before making decisions regarding credit cards, financial products, reward programs, travel bookings, or any related strategies, you are strongly encouraged to obtain personalized advice from a qualified financial advisor, accountant, attorney, tax professional, or other licensed expert who can assess your specific circumstances. You are solely responsible for evaluating the risks and merits associated with any financial or travel decision you make.

Our Services are controlled and offered by us from our facilities in the United States of America. We make no representations that our Services are appropriate or available for use in other jurisdictions. If you access or use our Services from other jurisdictions, then you do so by your own volition and are solely responsible for compliance with local law.

Limitations on Our Liability

We shall in no event be responsible to, or liable to, you, or any third party, whether in contract, warranty, tort (including negligence) or otherwise, for any damages, including, but not limited to, special, incidental, indirect or consequential damages that include, but are not limited to, damages for any loss of profit, revenue or business, as a direct or indirect result of: (i) your breach or violation of the terms and conditions of this Agreement; (ii) your access and use of our Services; (iii) your delay in accessing or inability to access or use our services for any reason; (iv) your downloading of any of the Content or the Collective Work for your use; (v) your reliance upon or use of the Content or the Collective Work, OR (vi) any information, content, materials, products, services or other offerings obtained through our Services, or otherwise arising out of the use of our Services, whether resulting in whole or in part, from breach of contract, tortious behavior, negligence, strict liability or otherwise, even if we and/or our suppliers had been advices of the possibility of damages.  Our liability and the liability of our affiliates, directors, officers, employees, independent contractors, shareholders, representatives, and agents arising out of this Agreement shall not exceed $100.

YOU (AND WE) AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.

In the event that any limitation on the period of time for bringing an action, claim, dispute or proceeding against us, located in this “Limitations on Our Liability” section, is determined or held to be inapplicable or unenforceable by any court, arbitration panel or other tribunal, then the statute of limitations for the State of Texas shall apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.

Your Indemnification of Us

You shall defend, indemnify and hold harmless Upgraded Points, LLC and our officers, directors, shareholders, employees, independent contractors, agents, representatives and affiliates from and against all claims and expenses, including, but not limited to, attorneys’ fees, arising out of, or attributable to: (i) any breach or violation of this Agreement by you; (ii) your failure to provide accurate, complete and current personally identifiable information requested or required by us; (iii) your access or use of our Services; (iv) access or use of our Services under any password that may be issued to you; and/or (v) any personal injury or property damage caused by you.

Amendments of this Agreement

We reserve the right to update, amend and/or change this Agreement at any time at our sole discretion and without notice. Updates to this Agreement will be posted here. Amendments will take effect immediately upon us posting the updated Agreement on our Services. You are encouraged to revisit this Agreement from time to time in order to review any changes that have been made. The date on which this Agreement was last updated will be noted immediately above this Agreement. Your continued access and use of our Services following the posting of any such changes shall automatically be deemed your acceptance of all changes.

Our Remedies

You acknowledge that we may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by you, we shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement. For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the courts of record of the State of Texas or in the United States District Court, Western District of Texas.  You consent to the jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court. You agree that service of any court paper may be effected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

Legal Disputes

We endeavor to resolve customer concerns as quickly as possible. In the unlikely event that you’re not satisfied with customer service’s solution, and you and Upgraded Points, LLC are unable to resolve a dispute through the Informal Dispute Resolution Procedures set forth below, you (and we) agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to the Services will be resolved by arbitration or small claims court as further set forth below in the section entitled “Agreement to Arbitrate.” 

Please read this section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.

Agreement to Arbitrate and Class Action and Jury Trial Waiver

You and we each agree that any and all disputes or claims that have arisen or may arise between you and us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to our Services, or any products or services sold, offered, or purchased through our Services shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate section (this “Agreement to Arbitrate”).

Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures

You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, a party who intends to initiate arbitration or file a claim in small claims court must first send to the other a written Notice of Dispute (“Notice”). A Notice from you to Upgraded Points, LLC must be emailed to mail@upgradedpoints.com (“Notice Address”). Any Notice must include (i) the claimant’s name, address, and email address; (ii) a description of the nature and basis of the claim or dispute; (iii) if you are submitting the Notice, any relevant facts regarding your use of our Sites, including whether you have created an account with or receive any newsletters associated with our Sites; (iv) a description of the nature and basis of the specific relief sought, including the damages sought, if any, and a detailed calculation for them; and (v) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice. The Notice must be individualized, meaning it can concern only your dispute and no other person’s dispute.

After receipt of a completed Notice, the parties shall engage in a good faith effort to resolve the dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the completed Notice, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will personally attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach a resolution. If we and you do not reach an agreement to resolve the issues identified in the Notice within 60 days after the completed Notice is received (or a longer time if agreed to by the parties), you or we may commence an arbitration proceeding or a small claims court proceeding (if permitted by small claims court rules).

Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this Agreement to Arbitrate. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and Upgraded Points, LLC have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration. In addition, unless prohibited by law, the arbitration administrator may not accept, administer, assess, or demand fees in connection with an arbitration that has been initiated without completion of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures. If the arbitration is already pending, it shall be administratively closed. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these procedures in arbitration.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OUR OTHER USERS.

Binding Arbitration, Jury Waiver, and Class Waiver

You and Upgraded Points, LLC agree that any controversy or claim arising out of or relating to the Services, use of the Services, this Agreement shall be settled by final and binding arbitration in Texas, or at such other location as may be mutually agreed upon by the parties, in accordance with the applicable procedural rules set forth by the National Arbitration & Mediation (“NAM”) (including the Comprehensive Dispute Resolution Rules and Procedures) (“NAM Rules”)), and judgement upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 

Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. There is no judge or jury in arbitration, and court review of an arbitration award is limited.   However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

Arbitration shall be conducted by NAM.  The arbitrator shall apply Texas law consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized at law.

The arbitration shall be heard in Travis County of the state of Texas. The arbitration will be conducted by a single neutral arbitrator selected in accordance with NAM Rules.   Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by NAM. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

The arbitrator shall apply Texas law consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized at law.

If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established under applicable law, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Upgraded Points, LLC shall be entitled to arbitrate their dispute. 

The arbitrator shall institute discovery consistent with the goals of arbitration.  The Parties will be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure.

The arbitrator’s decision will include the essential findings and conclusions on which the arbitrator bases the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the applicable rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

THE ARBITRATOR HAS NO AUTHORITY TO AWARD PUNITIVE DAMAGES.  NEITHER YOU NOR UPGRADED POINTS, LLC AGREES TO ANY ARBITRATION ON A CLASS BASIS, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED ON SUCH A BASIS.  A PARTY MAY ASSERT A CLAIM OR COUNTERCLAIM ONLY IN THAT PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING.  NOTWITHSTANDING ANYTHING TO THE CONTRARY BY APPLICABLE LAW, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS PROCEEDING.  UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTIES CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.

BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION.  DO NOT USE OUR SITES IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

Notwithstanding the foregoing, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

Opt-out

You may opt out of this Agreement to Arbitrate. If you do so, neither you nor Upgraded Points, LLC can force the other to arbitrate. To opt out, you must notify Upgraded Points, LLC in writing no later than 30 days after first becoming subject to this Agreement to Arbitrate; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with the Agreement. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. Your notice must include your name and address and an unequivocal statement that you want to opt out of this Agreement to Arbitrate. You must either mail your opt-out notice to this address: Upgraded Points, LLC, Attn: Arbitration Opt-out, mail@upgradedpoints.com.

Severability

With the exception of any of the provisions in the Section titled Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions in the Section titled Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the Agreement and its Legal Disputes Section will continue to apply.

Future Changes to the Agreement to Arbitrate

Notwithstanding any provision in the Agreement to the contrary, you and we agree that if we make any change to this Agreement to Arbitrate (other than a change to any notice address or site link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. The change shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and us.

Judicial Forum for Legal Disputes

Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in Travis County, Texas. You and us agree to submit to the personal jurisdiction of the courts located within Travis County, Texas for the purpose of litigating all such claims or disputes. You also agree that: (i) our Services shall be deemed solely based in the State of Texas; and (ii) our Services shall be deemed passive Services that do not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of Texas.

Terms for Users in Certain Geographic Locations

California Residents

In accordance with California Civil Code Sec. 1789.3, California resident users are entitled to know that they may file grievances and complaints regarding our Sites with the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 1625 North Market Blvd., Sacramento, California 95834, by telephone at (916) 445-1254 or (800) 952-5210, or by email to dca@dca.ca.gov.

New Jersey Residents

If you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (i) Disclaimer of Warranties; Limitation of Liability; (ii) Indemnification; and (iii) Dispute Resolution; Arbitration Agreement and Class Action Waiver section and the governing law provisions (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, you may have additional rights if you are a New Jersey resident and other provisions of this Agreement are found to violate an established legal right.

Miscellaneous

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.

All covenants, agreements, representations and warranties made in this Agreement, as may be amended by us, from time to time, shall survive your acceptance of this Agreement and the termination of this Agreement.

This Agreement, the Privacy Policy and the Cookie Policy represent the entire understanding and agreement between you and us regarding the subject matter of the same, and supersede all other previous agreements, understandings and/or representations regarding the same.

If you have any questions regarding this Agreement, please contact us at our email address: mail@upgradedpoints.com.

Contact Us

If you have questions, comments, concerns or feedback regarding this Agreement or our Services, please contact us at mail@upgradedpoints.com.