Velaro

BACKGROUND

I. The Live Chat Agreement

LG services and sells parts and accessories for LG products in the United States. Velaro is a technology corporation that provides live-chat, traffic monitoring, consulting, and customer services to clients. In 2008, LG executed an agreement to purchase a license for Velaro’s software application enabling real-time communication between LG’s customers and staff on its website (Live Chat Agreement). The Live Chat Agreement had the following forum selection clause and choice of law provision: “This Agreement shall be governed by, construed, interpreted and enforced according to the laws of the State of Alabama and of the United States of America, without regard to principles of conflict of laws and rules. Each party hereby consents to the exclusive jurisdiction of the courts of the State of Alabama and United States Federal Courts located in Alabama to resolve any dispute arising out of this Agreement.” The Live Chat Agreement remained in place for the next 14 years and was amended periodically. Relevant to this appeal is the parties’ February 2022 amendment adding the following attorney fee provision: “ ‘The prevailing party in any…