Nahuatl Marketing LLC d/b/a LocalPro Connect (“LocalPro Connect”) displays
reviews and ratings on a variety of service contractors and healthcare
providers (collectively, “Service Providers”) to allow you, the user, the
opportunity to read about the experiences other users have had with these
Service Providers and to provide your own reviews and ratings on the Service
Providers you use. LocalPro Connect also operates certain products whereby
LocalPro Connect facilitates the offer, sale, and/or marketing of certain
promotions, discounts, coupons, vouchers, e-commerce offers, or deals
(collectively, “Promotions”). All products and services described in this
Section, as well as any other products and services offered by LocalPro Connect
at any time shall be defined herein as “Service” or “Services.”

In order to use the Service, you must read and accept all of the terms and
conditions in, and linked to, this Membership Agreement (this “Agreement”).
This Agreement may be modified by LocalPro Connect from time to time at our
sole discretion, and you will receive notice if modifications to the Agreement
are made. We strongly recommend that, as you read this Agreement, you also
access and read the linked information. By accepting this Agreement, you also
agree that your use of some LocalPro Connect-branded websites or other websites
we operate may be governed by separate terms and conditions, agreements and
privacy policies.

BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE
READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND
NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.

1. LocalPro Connect - SERVICE

LocalPro Connect displays consumer reviews and ratings on a variety of
Service Providers based upon the actual first-hand experiences those consumers
had with those Service Providers and also provides you with the opportunity to
provide your own reviews and ratings on the Service Providers with whom you
have first-hand experiences.

(a) LocalPro Connect Subscriptions and Plans

LocalPro Connect members have one of the following monthly membership plans:
Basic, Starter, or Gold (“Plans”).

You may log in to

https://app.nahuatlmarketing.com

and check your Subscription or Plan you currently have. you may learn about the
various benefits offered in each Plan by visiting

https://local-homeservices-finder.com/join-our-network

(b) LocalPro Connect earns revenue from LocalPro Connect Subscriptions and
Service Providers who meet certain eligibility requirements and pay LocalPro
Connect to advertise their services to you (“Advertisers”). For example,
Advertisers can pay LocalPro Connect to offer Promotions on the website. Unless
otherwise prohibited by law, Advertisers offering Promotions typically offer a
discount or benefit to LocalPro Connect’s members.

(c) Membership Benefits

The benefits of your LocalPro Connect Plan are available only while your
Plan is active and your LocalPro Connect account is in good standing. LocalPro
Connect reserves the right to modify the Plans at any time and in its sole
discretion. The details of your selected Plan, including the price and the
various benefits offered therein, might be different than those details
applicable to another new or existing member who purchased the same Plan in the
same market. You may check your plan details by contacting a LocalPro Connect
call center specialist.

2. REGISTRATION INFORMATION

As a condition of your use of the Service, you agree to: (a) provide LocalPro
Connect with true, accurate, current and complete information as prompted by
the LocalPro Connect’s registration forms, when registering for or using the
Service; and (b) update and maintain the truthfulness, accuracy and
completeness of such information.

3. MINIMUM AGE

You must be 18 years of age or older to use or register for Services.

4. USE VOID WHERE PROHIBITED

Membership in the Service is void where prohibited.

5. PRIVACY POLICY

LocalPro Connect has established a Privacy Policy to explain to you, and
other users, how your personal information is collected and used. This Privacy
Policy is located here.

6. SERVICE FEES AND BILLING METHODS; AUTOMATIC RENEWAL

Membership Fee

LocalPro Connect will charge you a membership fee in order to provide the
Service. Your membership fee is the amount you were charged for one term of
your Subscription or Plan, not including any promotions or discounts that may
have been applied (the “Membership Fee”). For this or other reasons, the
Membership Fee might be different than the amount paid by another new or
existing member who purchased the same services in the same market. You may
check your account online or call a LocalPro Connect call center representative
if you have any questions.

You acknowledge that LocalPro Connect reserves the right, at any time, to
modify its Membership Fees and billing methods. Membership Fees may be paid in
advance by credit card, debit card, or PayPal.

Automatic Renewal

If you have paid membership Plan (Basic, Starter or Gold), LocalPro Connect
will automatically renew your Plan for one year at the Membership Fee for the
Plan (as such Membership Fee may be modified as provided above) using the
credit card, debit card or other payment information on file with LocalPro
Connect. Such renewal payment will take place on or about your Renewal Date.
Your Plan will continue, and your payment method will be charged, the Membership
Fee until you cancel the Plan, which you may do at any time (see Canceling your
Plan, below).

If the payment processing for the renewal of your Plan fails for any reason,
we will attempt to process your renewal for a period up to one hundred eighty
(180) days in accordance with our standard renewal practices then in effect
(which may be modified from time to time by LocalPro Connect). Except as
otherwise required by applicable law, you agree that LocalPro Connect will not
provide you with any notices prior to each annual renewal payment.

Canceling your Plan

you may cancel your Plan at any time by contacting LocalPro Connect by email

[email protected]

; or by signing into your account and visiting our Member Support to chat with
a specialist. If you wish to avoid renewal, your cancellation request must be
received by no later than 5:00 p.m. Central Time on the business day prior to
your Renewal Date.

Membership Fee Refund Policy:

Automatic Renewal Refund—Regardless of when you joined LocalPro Connect, if
your Plan automatically renews and you cancel your Plan within thirty (30) days
after your Renewal Date, you may request a full refund of the Membership Fee.

Under no circumstances shall refunds exceed the amount you paid for your
Membership Fee during the prior membership term.

In accordance with Section 18 (Term and Termination), below, if LocalPro
Connect terminates your account for any reason and you are not in breach of
this Agreement, LocalPro Connect will refund your Membership Fee on a pro rata
basis from the date of such termination to the end of the then current term.

Members are not entitled to refunds of their Membership Fee under any other
circumstances.

7. INCENTIVES

LocalPro Connect may, from time to time and in its sole discretion, offer
certain products or services as incentives (“Incentives”) to select one of the
Membership Plans (e.g., a free Android tablet for members who select the Gold
Plan). LocalPro Connect is neither the seller nor manufacturer of the
Incentives and disclaims any and all liability and warranties of any kind
relating to the Incentives, the use of the Incentives, and the tax implications
of receiving the Incentives. You agree that you shall not bring any action
against LocalPro Connect relating in any way to the Incentives. In the event
that an Incentive is lost, does not operate properly, or is otherwise
incorrect, unfit, or unusable in any way, you agree that LocalPro Connect has
no responsibility for replacing the Incentive.

8. ACCOUNT SECURITY

LocalPro Connect will assign you a user ID and a password when you register.
Your user ID and password may only be used by you and the members of your
household (meaning anyone who currently shares with you the address you
registered with LocalPro Connect). You are solely responsible for maintaining
and protecting the confidentiality of your user ID and password and are fully
responsible for all activities that occur under your user ID and password.

9. LIMITED LICENSE TO WEBSITE

By agreeing to the terms and conditions of this Agreement, LocalPro Connect
grants you a limited license to access and use the reviews and ratings offered
by the Service for your personal purchase decisions. you acknowledge and agree
that you will not access, reproduce, duplicate, copy, sell, re-sell, visit or
otherwise exploit for any commercial, educational, or any other non-personal
purpose the reviews and ratings and any content, without the express written
consent of LocalPro Connect.

10. SUBMISSIONS OF REVIEWS

In order for you to submit your own reviews and ratings on the Website, you
acknowledge and agree that:

1. all of your reviews and ratings will either be based upon: (i) your
actual first-hand experiences with the Service Providers you are reviewing; or
(ii) as provided under Section 13 (Service Providers) below, an individual and
that individual’s actual first-hand experience with a health care or wellness
provider whereby you have the legal authority to disclose such health
information and experience of such individual;

2. all of your reviews and ratings of the Service Providers that you are
rating will be accurate, truthful and complete in all respects;

3. you do not work for, own any interest in, or serve on the board of
directors of, any of the Service Providers for which you submit reviews and
ratings;

4. you do not work for, own any interest in or serve on the board of
directors of any competitors of the Service Providers for which you submit
reviews and ratings;

5. you are not in any way related (by blood, adoption, marriage, or domestic
partnership, if the Service Provider is an individual) to any of the Service
Providers for which you submit reviews or ratings;

6. your name and review information will be made available to the Service
Providers on which you review; and

7. LocalPro Connect may redact, delete, or reject your reviews if they do
not conform with LocalPro Connect’s publication criteria, which may change from
time to time at LocalPro Connect’s sole discretion.

11. CONFLICT RESOLUTION PROCESS

If you have a dispute with a Service Provider and an active, qualifying
Plan, you may request LocalPro Connect’s assistance in communicating with that
Service Provider about your desired resolution (the “Complaint Resolution
Process” or the “CRP”).

You may request to participate in the CRP through our Website or by
contacting a member care representative. you then will be requested to complete
and return to LocalPro Connect certain documentation relating to your
complaint. Shortly thereafter, a member of our Complaint Resolution Team will
contact you to obtain additional information and understand your desired
resolution. The Complaint Resolution Team then will contact the Service
Provider to explain your complaint and desired resolution and to ask the
Service Provider to respond in writing within a reasonable timeframe.

If the Service Provider agrees to your desired resolution or supplies a
counteroffer that you find acceptable, the case is considered resolved, your
review regarding the Service Provider will be removed, and you will have the
opportunity to submit updated feedback about your experience. If the Service
Provider responds but does not resolve the matter as described above, your
feedback shall remain unchanged.

Your participation in the CRP is at LocalPro Connect’s sole discretion. We
reserve the right to reject your request to participate for any reason. By
participating in the CRP, you consent to have your complaint and a story about
the circumstances relating to the CRP published in our online publications. For
complaints involving health care providers, we may ask you to sign a HIPAA
(Health Insurance Portability and Accountability Act) waiver to allow the
Service Provider to discuss the issue with us.

The CRP is not a legal forum and LocalPro Connect does not, at any time,
become a party to your dispute with the Service Provider. LocalPro Connect is
neither a mediator nor an arbitrator and does not provide legal advice or
assistance. If you believe legal services are necessary or would be helpful to
resolve your dispute with a Service Provider, LocalPro Connect encourages you
to consult with an attorney. LocalPro Connect does not guarantee that your
participation in the CRP will result in a satisfactory outcome or your desired
resolution.

You agree that, by offering the CRP, LocalPro Connect does not waive any of
its disclaimers or limitations of liability, including without limitation those
set forth under Sections 14 (Service Providers), 25 (Warranty Disclaimer), and
26 (Limitation of Liability).

You acknowledge and agree that, during the Term of your Plan, LocalPro
Connect may—in its sole discretion and without notice—change the CRP program,
including without limitation, its name, process, and/or function.

12. CONTENT LICENSE AND PROMOTION PLACEMENT

Although LocalPro Connect does not claim ownership of any of the reviews,
ratings, communications, information, data, text or other materials you give us
(collectively, the “Content”), by providing Content for the Website, you
automatically grant, and you represent and warrant that you have the right to
grant, to LocalPro Connect an irrevocable, perpetual, non-exclusive, fully
paid, worldwide license to use, copy, perform, display, reproduce, adapt,
modify and distribute such Content and to prepare derivative works of, or
incorporate into other works, such Content, and to grant and to authorize
sublicenses (through multiple tiers) of the foregoing. In addition, by
providing LocalPro Connect with Content, you automatically grant us all rights
necessary to prohibit the subsequent aggregation, display, copying,
duplication, reproduction or exploitation of the Content on our Website or in
the Magazine by any other party.

You understand that LocalPro Connect may display, disseminate, or place
Promotions near, with, or adjacent to your Content in any form or media
(whether now known or subsequently created). The manner, mode, and extent of
such Promotions are subject to change at LocalPro Connect’s discretion and without
notice to you.

13. PUBLICATION AND DISTRIBUTION OF CONTENT

LocalPro Connect does not guarantee the accuracy, integrity, quality or
appropriateness of any Content transmitted to or through the Service. You
acknowledge that LocalPro Connect simply acts as a passive conduit and an
interactive computer service provider for the publication and distribution of
Content and for the publication and distribution of any content posted by
Service Providers in response to Content (“Service Provider Content”). You
understand that all Content and Service Provider Content posted on, transmitted
through or linked through the Service, are the sole responsibility of the
person from whom such Content originated. You understand that LocalPro Connect
does not control and is not responsible for Content or Service Provider Content
made available through the Service and, that by using the Service, you may be
exposed to Content that is inaccurate, misleading, or offensive. You agree that
you must evaluate and make your own judgment and bear all risks associated with
the use of any Content and Service Provider Content.

You further acknowledge that LocalPro Connect has no obligation to screen,
preview, monitor or approve any Content or Service Provider Content or Content
posted or submitted by any other LocalPro Connect member or any Service
Provider. However, LocalPro Connect reserves the right to review and delete any
Content that, in its sole judgment, violates the terms and conditions of this
Agreement. By using the Service, you agree that it is solely YOUR
RESPONSIBILITY to evaluate your risks to bear associated with the use,
accuracy, usefulness, completeness or appropriateness of any Content that you
submit, receive, access, transmit or otherwise convey through the Service.
Under no circumstances will LocalPro Connect be liable in any way for any
Content or Service Provider Content, including, but not limited to, any Content
or Service Provider Content that contains any errors, omissions, defamatory
statements, or confidential or private information (including, but not limited
to, health information) or for any loss or damage of any kind incurred as a
result of the use of any Content or Service Provider Content submitted,
accessed, transmitted or otherwise conveyed via the Service. you waive the
right to bring or assert any claim against LocalPro Connect relating to Content
or Service Provider Content, and release LocalPro Connect from any and all
liability for or relating to any Content or Service Provider Content.

14. SERVICE PROVIDERS

LocalPro Connect does not endorse and is not responsible or liable for any
Content, Service Provider Content, Promotions, data, advertising, products,
goods or services available or unavailable from, or through, any Service
Providers (which includes, but is not limited to, health care and wellness
providers). you agree that should you use or rely on such Content, Service
Provider Content, Promotions, data, advertisement, products, goods or services,
available or unavailable from, or through any Service Provider (which includes,
but is not limited to, health care and wellness providers), LocalPro Connect is
not responsible or liable, indirectly or directly, for any damage or loss
caused or alleged to be caused by or in connection with such use or reliance.
your dealings with, or participation in promotions of any Service Provider
(which includes, but is not limited to, health care and wellness providers),
and any other terms, conditions, representations or warranties associated with
such dealings, are between you and such Service Provider (which includes, but
is not limited to, health care and wellness providers) exclusively and do not
involve LocalPro Connect. You should make whatever investigation or other
resources that you deem necessary or appropriate before hiring or engaging
Service Providers (which includes, but is not limited to, health care and
wellness providers).

You agree that LocalPro Connect is not responsible for the accessibility or
unavailability of any Service Provider (which includes, but is not limited to,
health care and wellness providers) or for your interactions and dealings with
them, waive the right to bring or assert any claim against LocalPro Connect
relating to any interactions or dealings with any Service Provider (which
includes, but is not limited to, health care and wellness providers), and
release LocalPro Connect from any and all liability for or relating to any
interactions or dealings with Service Providers (which includes, but is not
limited to, health care and wellness providers). In addition, you agree that LocalPro
Connect may exclude Service Providers from displaying in search results on the LocalPro
Connect Website for failing to meet particular LocalPro Connect standards
regarding Service Provider conduct. In addition, you understand that LocalPro
Connect may exclude Service Providers from displaying in search results on the LocalPro
Connect Website for failing to meet particular LocalPro Connect standards
regarding Service Provider conduct and performance.

LocalPro Connect may, in its sole discretion, have criminal and/or financial
background checks conducted on certain Service Providers. By having such
background checks conducted, LOCALPRO CONNECT DOES NOT WAIVE ANY OF ITS
DISCLAIMER OR LIMITATIONS OF LIABILITY, INCLUDING WITHOUT LIMITATION, THOSE SET
FORTH UNDER THIS SECTION, SECTION 25 (WARRANTY DISCLAIMER), OR SECTION 26
(LIMITATION OF LIABILITY).

15. HEALTH RELATED PROVIDERS

The contents of the LocalPro Connect Website, such as text, graphics,
images, information obtained from LocalPro Connect’s, and other material
contained on the LocalPro Connect Website (“Website Content”) are for
informational purposes only. The Website Content is not intended to be a
substitute for professional medical advice, diagnosis, or treatment. Always
seek the advice of your physician or other qualified health provider with any
questions you may have regarding a medical condition. Never disregard
professional medical advice or delay in seeking it because of something you
have read on the LocalPro Connect Website.

If you think you may have a medical emergency, call your doctor or 911
immediately. LocalPro Connect does not recommend or endorse any specific tests,
physicians, products, procedures, opinions, or other information that may be
mentioned on the Website. LocalPro Connect is not a health or wellness provider
and cannot recommend or refer you to any health or wellness provider. Reliance
on any information provided by LocalPro Connect, LocalPro Connect employees,
others appearing on the Website at the invitation of LocalPro Connect, or other
visitors to the Website is solely at your own risk.

The Website may contain health-related materials that are sexually explicit.
If you find these materials offensive, you may not want to use our Website.

You should be aware that if you post any health-related information about
yourself or anyone else on this Website, you do so at your own risk. If you
post Website Content about services rendered to another individual, you
represent that you have the legal authority to receive health information about
that individual and related to the Website Content from that individual’s
health care providers and that you have the legal authority to further disclose
such health information. If you post health-related information, you will be
placing it into the public domain and it will not be protected by any federal
or state laws that protect the privacy of health information. You also acknowledge
that the health care or wellness provider about whom you submit Content may
submit Service Provider Content that contain your private or confidential
health information in response to Content you submit. LocalPro Connect is not
liable for any such Service Provider Content. Please see Section 13
(Publication and Distribution of Content) above for more information about LocalPro
Connect’s responsibilities related to Service Provider Content. Except as
otherwise provided in this Agreement, neither LocalPro Connect, nor any of its
users, has any legal obligation to keep your health information confidential if
you post it to this Website and it may be used for purposes that are unintended
by you or LocalPro Connect.

16. YOUR CONDUCT

In connection with your use of the Service, you represent and warrant that
you:

1. are above the age of eighteen (18);

2. will abide by the letter and spirit of the terms and conditions of this
Agreement and all applicable local, state, national or international laws;

3. will not submit any reviews that may be considered by LocalPro Connect to
be unlawful, harassing, libelous, abusive, threatening, obscene, profane,
hateful, offensive, harmful, vulgar, distasteful, defamatory, invasive of
another person’s privacy or proprietary rights, or racially, ethnically or
otherwise objectionable;

4. will submit thorough and thoughtful reviews of the Service Providers you
review (for example, submitting a review describing a service contractor as “He/She
is great.” without additional commentary is not a thorough and thoughtful
review);

5. will not submit reviews that comment on other users or the reviews of
other users;

6. will not impersonate, or attempt to impersonate, any other person,
falsify contact information, misrepresent a relationship with any person or
entity, including misrepresenting a relationship with LocalPro Connect, or
otherwise attempt to mislead others as to the identity of the sender or the
origin of a review or rating;

7. will not submit reviews that are encrypted or that contain viruses,
Trojan horses, worms, time bombs, spiders, cancelbots, or other computer
programming routines that are intended to damage, interfere with, disrupt,
impair, disable or otherwise overburden our Website;

8. will not access, download or copy any information contained on our
Website through artificial means (including but not limited to spiders, hacking
devices, computer programs, bots or other such means);

9. will not post non-local or otherwise irrelevant Content, repeatedly post
the same or similar Content or otherwise impose an unreasonable or
disproportionately large load on our infrastructure;

10. will not take any action that would undermine the review and rating
process under the Service;

11. will not attempt to gain unauthorized access to the Service, other user
accounts, or other computer systems or networks connected to the Service;

12. will not use the Service in any manner that infringes, misappropriates
or violates any third party’s rights, including, but not limited to,
transmitting any material that may infringe, misappropriate or violate a third
party’s rights of publicity, contractual rights, fiduciary rights or
intellectual property rights;

13. will not use the Service in any way that could interfere with the rights
of LocalPro Connect or the rights of other users of the Service;

14. have sufficient rights in and to all Content that you provide, transmit
or otherwise convey to LocalPro Connect in connection with the Service;

15. agree not to re-sell or assign your rights or obligations under this
Agreement;

16. will not reproduce, duplicate, copy, sell, re-sell or exploit any
Content;

17. will not access any Content for any commercial, educational or other
purposes not related to your personal purchasing decisions, the express written
consent of LocalPro Connect, which consent may be withheld by LocalPro Connect
in our discretion;

18. grant us an irrevocable, perpetual, non-exclusive, fully paid, worldwide
license to use, copy, perform, display, reproduce, adapt, modify and distribute
the Content and to prepare derivative works of, or to incorporate such Content
into other works, and to grant and to authorize sublicenses of the foregoing;

19. agree not to create an account or use LocalPro Connect services if your
account previously has been terminated by LocalPro Connect or if you previously
have been banned from using the services; and

20. agree not to: (i) register for more than one account or register for an
account on behalf of an individual other than yourself; (ii) impersonate any
person or entity, including, but not limited to, LocalPro Connect personnel, or
falsely state or otherwise misrepresent your affiliation with a person or
entity; or (iii) advocate, encourage or assist any third party in doing any of
the foregoing activities in this subsection.

The reviews and ratings that you provide do not reflect the views of LocalPro
Connect, its officers, managers, owners, employees, agents, designees or other
users. In addition, LocalPro Connect retains the right, in its sole discretion,
to determine whether or not your use of the Service is consistent with the
terms and conditions of this Agreement. LocalPro Connect may suspend, restrict
or terminate your use of the Service and to refuse any future use of all or
portions of the Service if your use breaches or fails to comply with any of the
terms and conditions of this Agreement. Additionally, LocalPro Connect may seek
any and all other remedies available to it, including: (a) seeking injunctive
relief with any court of competent jurisdiction to enjoin any breach or failure
to comply with any of the terms and conditions of this Agreement; and/or (b) if
damages are ascertainable, seeking damages relating to any breach or failure to
comply with any of the terms and conditions of this Agreement.

17. DISCLOSURE OF INFORMATION

As LocalPro Connect continues to develop its business, it might sell or buy
other companies or assets or be acquired or have substantially all of its
assets acquired by a third party. In such transactions, customer information
generally is one of the transferred business assets. you hereby consent to the
transfer of your information as one of the transferred assets and to be used
for any purpose allowed under this Agreement.

18. TERM AND TERMINATION

The term of this Agreement (“Term”) will be in effect and continue so long
as you have an active Subscription or Plan. In other words, the Term shall
continue through each automatic Plan renewal until termination by either party
in accordance with the terms of this Agreement.

LocalPro Connect may, for any reason in its sole discretion, immediately
terminate this Agreement, your account, and your access to the Service. If LocalPro
Connect merely terminates your account for its convenience and you are not in
breach of this Agreement, LocalPro Connect will refund your Membership Fee on a
pro rata basis from the date of such termination to the end of the then current
term.

Termination of your account will include removal of your access to all
offerings of the Service, deletion of your password, deletion of all related
information and files, may include the deletion of the Content associated with
your account (or any part thereof), and barring your further use of the
Service.

19. MODIFICATION OF TERMS AND CONDITIONS

LocalPro Connect will have the right to modify and restate the terms and
conditions of this Agreement, and such modification(s) will be effective
immediately upon being posted on our Website (

https://local-homeservices-finder.com

).
you will receive notice if modifications to the Agreement are made. LocalPro
Connect will make note of the date of the last update to the Agreement on the
first page of this Agreement. you are responsible for reviewing these terms and
conditions regularly. your continued use of the Service after such
modifications will be deemed to be your conclusive acceptance of all
modifications to this Agreement. If you are dissatisfied as a result of such
modification(s), your only recourse is to immediately discontinue use of the
Service.

20. MODIFICATION, LIMITATION AND DISCONTINUANCE OF SERVICE

LocalPro Connect reserves the right at any time to limit access to, modify,
change or discontinue the Service with or without notice to you and we shall
not be liable to you for any such modification, suspension or discontinuance of
the Service. you agree that LocalPro Connect will not be liable to you or to
any third party for any such limitation, modification, change, suspension or
discontinuance of the Service. you agree that LocalPro Connect may establish
general practices, policies and limits, which may or may not be published,
concerning the use of the Service, including without limitation, the time that
reviews and ratings will be retained, the maximum number of reviews and ratings
that may be sent from an account, the length of reviews and ratings sent, and
the maximum number of times and the maximum duration for which you may access
the Service in a given period of time. you agree that LocalPro Connect has no
responsibility or liability for the deletion or failure to store any reviews,
ratings and other communications maintained or transmitted by or through the
Service. you agree that LocalPro Connect has the right to change these general
practices and limits at any time, in its sole discretion, with or without
notice.

21. DELAYS

The Service may be subject to limitations, delays and other problems
inherent in the use of the Internet and electronic communications. LocalPro
Connect is not responsible for any delays, failures or other damage resulting
from such problems.

22. USER FEEDBACK

LocalPro Connect appreciates hearing from you, as well as our other users,
and welcomes your comments regarding our Service. Please be advised, however,
that our policy does not permit us to accept or consider creative ideas,
suggestions, or materials other than those which we have specifically
requested. Although we do value your feedback on our Service, please be
specific in your comments regarding our services and do not submit creative
ideas, suggestions or materials. If, despite our request, you send us creative
suggestions, ideas, drawings, concepts or other information (collectively, the
“Submissions”), such Submissions will be the property of LocalPro Connect. In
addition, none of the Submissions will be subject to any obligations of
confidentiality and LocalPro Connect will not be liable for any future use or
disclosure of such Submissions.

23. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California web users are
entitled to the following specific consumer rights notice: The Services are
provided by Nahuatl Marketing LLC d/b/a LocalPro Connect. If you have any
questions, concerns, or complaints regarding the Services, please contact LocalPro
Connect. by (i) signing into your account and visiting Member Support to chat
with a specialist; or (ii) sending an email to

[email protected]

.

California residents may reach the Complaint Assistance Unit of the Division
of Consumer Services of the California Department of Consumer Affairs may be
contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento,
California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or
Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

24. COPYRIGHT MATERIALS

Aside from user-submitted Content and Service Provider Content, all other
materials and other information on the Website and the Magazine, including, but
not limited to, all text, graphics, logos, icons, images, audio clips,
downloads, data compilations and software (collectively, the “Copyright
Materials”) are the exclusive property of LocalPro Connect and/or its licensors
and are protected by all United States and international copyright laws.

25. WARRANTY DISCLAIMER

You understand and agree that THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS AND THAT LOCALPRO CONNECT ASSUMES NO RESPONSIBILITY OR
LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE SERVICE. LOCALPRO
CONNECT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A)
THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED,
TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE
OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU
PROVIDE OR LOCALPRO CONNECT COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN
ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT USE OF THE SERVICE AND THE
WEBSITE IS AT YOUR OWN RISK. In some jurisdictions, disclaimers of implied
warranties are not permitted. In such jurisdictions, some of the foregoing
disclaimers may not apply to you as they relate to implied warranties.

26. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT LOCALPRO CONNECT WILL NOT BE LIABLE
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY,
CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF LOCALPRO CONNECT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM:
(A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR
SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C)
DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR
CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY
THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR
OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE
SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY LOCALPRO CONNECT OR THE FAILURE OF
LOCALPRO CONNECT TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER
DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR
REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT
PERMITTED BY LAW. In some jurisdictions, limitations of liability are not
permitted. In such jurisdictions, some of the foregoing limitations may not
apply to you.

TO THE EXTENT LOCALPRO CONNECT IS FOUND LIABLE FOR ANYTHING RELATED TO THIS
AGREEMENT OR THE USE OF THE SERVICE, LOCALPRO CONNECT’S LIABILITY FOR DAMAGES
WILL NOT EXCEED THE EQUIVALENT OF ONE (1) MONTH OF YOUR MEMBERSHIP FEE (I.E.,
THE AMOUNT OF YOUR ANNUAL MEMBERSHIP FEE DIVIDED BY TWELVE).

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT LOCALPRO CONNECT CONTRACTS WITH A
THIRD PARTY TO PROCESS YOUR PAYMENT OF MEMBERSHIP FEES TO LOCALPRO CONNECT THROUGH
THE USE OF A CREDIT CARD (A “CREDIT CARD PROCESSOR”). YOU UNDERSTAND AND AGREE
THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT
CARD PROCESSING PROCESS FOR LOCALPRO CONNECT, INCLUDING, BUT NOT LIMITED TO, THE
COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE
“RELEASED PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND
SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION SUFFERED BY YOU AS A
RESULT OF THE FAILURE OF LOCALPRO CONNECT TO PROVIDE SERVICES TO YOU UNDER THIS
AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY LOCALPRO CONNECT. YOU HEREBY
RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS
A RESULT OF THE FAILURE OF LOCALPRO CONNECT TO PROVIDE SERVICES TO YOU UNDER
THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY LOCALPRO CONNECT. YOU AGREE
TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL
DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION. YOU HEREBY
UNDERSTAND AND AGREE THAT LOCALPRO CONNECT SHALL BE SOLELY LIABLE FOR THE
PAYMENT OF ANY DAMAGES TO YOU UNDER THIS AGREEMENT.

27. INDEMNIFICATION

You agree to indemnify, defend and hold harmless LocalPro Connect, its
officers, managers, owners, employees, agents, designees, users, successors,
assigns, service providers and suppliers from and against all losses,
liabilities, expenses, damages, claims, demands and costs, including reasonable
attorneys’ fees and court costs due to or arising from: (a) any violation of
this Agreement by you; (b) the inaccurate or untruthful Content or other
information provided by you to LocalPro Connect or that you submit, transmit or
otherwise make available through the Service; or (c) any intentional or willful
violation of any rights of another or harm you may have caused to another. LocalPro
Connect will have sole control of the defense of any such damage or claim.

28. BREACH OF AGREEMENT AND LIQUIDATED DAMAGES

You understand and agree that, because damages are often difficult to
calculate, if it becomes necessary for LocalPro Connect to pursue legal action
to enforce the terms and conditions of this Agreement, you will be liable to
pay us the following amounts as liquidated damages, which you accept as
reasonable estimates of LocalPro Connect’s damages for the specified breaches
of this Agreement:

If you post Content in violation of this Agreement, you agree to promptly pay
LocalPro Connect One Thousand Dollars ($1,000) for each item of Content posted
in violation of this Agreement. We may (but shall not be required to) to issue
you a warning before assessing damages.

If you display, copy, duplicate, reproduce, sell, re-sell or exploit for any
purpose any Content in violation of this Agreement, you agree to pay One
Thousand Dollars ($1,000) for each item of Content displayed, copied,
duplicated, reproduced, sold, re-sold or exploited in violation of this
Agreement

If you use computer programming routines that are intended to aggregate
records or reviews from the Service or otherwise damage, interfere with,
disrupt, impair, disable or otherwise overburden our Website, you agree to pay
One Hundred Dollars ($100) for each review or record that is aggregated,
disrupted, damaged or otherwise affected by you.

Except as set forth in the foregoing subsections (a) through (c), inclusive,
you agree to pay the actual damages suffered by LocalPro Connect, including, but
not limited to attorneys’ fees and court costs, to the extent such actual
damages can be reasonably calculated. Notwithstanding any other provision of
this Agreement, we reserve the right to seek the remedy of specific performance
of any term contained herein, or a preliminary or permanent injunction against
the breach of any such term or in aid of the exercise of any power granted in
this Agreement, or any combination thereof.

29. NOTICE

You agree that LocalPro Connect may communicate any notices to you under
this Agreement, through electronic mail, regular mail or posting the notices on
the Website. All notices to LocalPro Connect will be done by email,

[email protected]

.
Such notices will be deemed delivered upon the earlier of the verification of
delivery or two (2) business days after being sent.

In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of
the United States Code, Section 512 (“DMCA”), LocalPro Connect will respond
promptly to claims of copyright or trademark infringement that are reported to
the agent that we have designated to receive notifications of claims
infringement (its “Designated Agent”). Our Designated Agent is:

Nahuatl Marketing LLC d/b/a LocalPro Connect

Email:

[email protected]

If you are a copyright or trademark owner (or authorized to act on behalf of
the copyright or trademark owner) and believe that your work’s copyright or
trademark has been infringed, please report your notice of infringement to us
by providing our Designated Agent with a written notification of claimed
infringement that includes substantially the following:

1. a physical or electronic signature of a person authorized to act on
behalf of the owner of an exclusive right that is allegedly infringed;

2. identification of the copyrighted work or trademark claimed to have been
infringed, or, if multiple copyrighted works or trademarks at a single online
site are covered by a single notification, a representative list of such works
at that site;

3. 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;

4. information reasonably sufficient to permit us to contact you, such as an
address, telephone number, and, if available, an electronic mail address at
which you may be contacted;

5. a statement that you have a good faith belief that use of the material in
the manner complained of is not authorized by the copyright or trademark owner,
its agent, or the law; and

6. a statement that the information in the notification is accurate, and
under penalty of perjury, that you are authorized to act on behalf of the owner
of an exclusive right that is allegedly infringed.

LocalPro Connect will investigate notices of copyright and trademark
infringement and take appropriate actions under the DMCA. Inquiries that do not
follow this procedure may not receive a response.

30. ENTIRE AGREEMENT

This Agreement governs your use of the Service and constitutes the entire
agreement between you and LocalPro Connect. It supersedes any prior or
contemporaneous negotiations, discussions or agreements, whether written or
oral, between you and LocalPro Connect regarding the subject matter contained
in this Agreement. Additional terms and conditions may exist between you and
third parties, including but not limited to, Service Providers and others. you
represent and warrant that those third-party agreements do not interfere with
your obligations and duties to LocalPro Connect under this Agreement.

31. MUTUAL ARBITRATION AGREEMENT

1. Informal Negotiations. To expedite resolution and reduce the cost of any
dispute, controversy or claim, past, present, or future, between you and LocalPro
Connect, including without limitation any dispute or claim related to or
arising out of this Agreement ("Dispute"), you and LocalPro Connect
may attempt to negotiate any Dispute informally (the "Informal
Negotiations") before initiating any arbitration or court proceeding. Such
Informal Negotiations will commence upon written notice. Your address for any
notices under this Section is your physical address that you have provided to LocalPro
Connect. LocalPro Connect's address for such notices is: Nahuatl Marketing LLC,
d/b/a LocalPro Connect, Attn: Legal Department, 684 Partridge Pkwy. Genoa City
WI.

2. Arbitration. If a Dispute is not resolved through Informal Negotiations,
you and LocalPro Connect agree to resolve any and all Disputes (except those
Disputes expressly excluded below) through final and binding arbitration
("Arbitration Agreement"). This Arbitration Agreement shall be
governed by the Federal Arbitration Act and evidences a transaction involving
commerce. The arbitration will be commenced and conducted before a single
arbitrator under the Commercial Arbitration Rules (the "AAA Rules")
of the American Arbitration Association ("AAA") and, where
appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes
("AAA Consumer Rules"), both of which are available at the AAA
website (

www.adr.org

). Your
arbitration fees and your share of arbitrator compensation will be governed by
the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If
you are unable to pay such costs, LocalPro Connect will pay all arbitration
fees and expenses. Each party will pay the fees for his/her or its own
attorneys, subject to any remedies to which that party may later be entitled
under applicable law. The arbitrator will make a decision in writing.
Additionally, the arbitrator, and not any federal, state, or local court or
agency, shall have the exclusive authority to resolve any dispute relating to
the interpretation, applicability, enforceability, or formation of this
Arbitration Agreement. However, the preceding sentence shall not apply to the
"Class Action Waiver" described in Subsection (4) below.

3. Excluded Disputes. You and LocalPro Connect agree that the following
Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking
to enforce or protect, or concerning the validity of, any of your or our
intellectual property rights; (2) individual claims in small claims court; (3)
any claim that an applicable federal statute expressly states cannot be
arbitrated; and (4) any claim for injunctive relief.

4. WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION. To
fullest extent permitted by applicable law, You and LocalPro Connect agree to
bring any Dispute in arbitration on an individual basis only, and not as a
class or collective action. There will be no right or authority for any Dispute
to be brought, heard or arbitrated as a class or collective action ("Class
Action Waiver"). Regardless of anything else in this Arbitration Agreement
and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation,
applicability, enforceability or formation of the Class Action Waiver may only
be determined by a court and not an arbitrator.

5. Rules/Standards Governing Arbitration Proceeding. A party who wishes to
arbitrate a Dispute covered by this Arbitration Agreement must initiate an
arbitration proceeding no later than the expiration of the statute of
limitations that applicable law prescribes for the claim asserted. The
arbitrator shall apply the statute of limitations that would have applied if
the Dispute had been brought in court. The arbitrator may award any remedy to
which a party is entitled under applicable law, but remedies shall be limited
to those that would be available to a party in their individual capacity, and
no remedies that otherwise would be available to an individual under applicable
law will be forfeited. The arbitrator is without authority to apply any
different substantive law. The parties have the right to conduct adequate civil
discovery and present witnesses and evidence as needed to present their cases
and defenses, and any dispute in this regard shall be decided by the
arbitrator. The location of the arbitration proceeding shall take place in the
city or county where you reside, unless each party agrees otherwise. A court of
competent jurisdiction shall have the authority to enter judgment upon the
arbitrator's decision/award.

6. Severability. You and LocalPro Connect agree that if any portion of this
Section entitled "Mutual Arbitration Agreement" is found illegal or
unenforceable, that portion will be severed, and the remainder of this Section
will be given full force and effect.

32. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the
laws of the State of Indiana, without giving effect to any choice or conflict
of law provision or rule (either of the State of Indiana or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Indiana.

33. PROVISIONS REMAINING IN EFFECT

In the event your Plan with LocalPro Connect is terminated or lapses or you
are no longer a user of LocalPro Connect, certain provisions of this Agreement
will continue to remain in effect, including, but not limited to, Sections 12,
14, 15, 17 and 24 through 31.

34. MISCELLANEOUS

This Agreement may not be re-sold or assigned by you. If you assign, or try
to assign, this Agreement, such assignment or attempted assignment will be void
and unenforceable. It will not be considered a waiver of LocalPro Connect’s
rights if LocalPro Connect fails to enforce any of the terms or conditions of
this Agreement against you. In the event a court finds a provision in this
Agreement to not be valid, you and LocalPro Connect agree that such court
should incorporate a similar provision that would be considered valid, with all
other provisions remaining valid in the Agreement. No joint venture,
partnership, employment or agency relationship exists between you and LocalPro
Connect as a result of this Agreement or use of the Service. you acknowledge
and agree that each of the Released Parties shall be an intended third-party
beneficiary of this Agreement.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT,
YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU
HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU
AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.