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ELOCAL™ WEBSITE


TERMS & CONDITIONS

eLocal.com
eLocal Website
Terms and Conditions Last Updated: January 01, 2020

Thank you for visiting the eLocal website located at www.eLocal.com.com (the
"Site"). The Site is an Internet property of eLocal USA LLC ("eLocal," "we,"
“our” or "us"). The following eLocal Website Terms and Conditions ("Terms and
Conditions") shall incorporate and govern the eLocal Website Privacy Policy
("Privacy Policy"), the eLocal Advertiser Terms ("Advertiser Terms") and any and
all other applicable eLocal operating rules, policies, price schedules and other
supplemental terms and conditions or documents that may be published from time
to time (collectively, the "Agreement").

You agree, without limitation or qualification, to be bound by the terms of the
Agreement in its entirety when you: (a) access the Site; (b) utilize the eLocal
search directory ("Directory Service") in order to obtain search listings and
related information (collectively, "Listings") regarding a variety of
businesses, professionals, venues, products and/or services (collectively,
"Third Party Offerings") as offered and provided by the third party business
entities and professionals featured on the Site (collectively, "Third Party
Service Providers"); (c) access articles, discussions and feedback on the eLocal
Home Expert Network and/or eLocal Legal Resource Network (collectively,
"Resource Network") and/or access other content on the Site (collectively,
"Content"); (d) utilize the Site's many interactive features designed to
facilitate interaction between you, eLocal, the "Contributors," "Expert
Panelists," "Members" and "Ongoing Contributors" (collectively, "Network
Participants") participating in the Resource Network and other Site users
including, but not limited to, blogs, comment sections, reviews and question and
answer options located in designated areas of the Site ("Interactive Services");
(e) register to submit a free Listing of your Third Party Offerings; (f)
register for enhanced services ("Paid Advertiser Services") in connection with
promoting your Third Party Offerings as an "Advertiser"; (g) participate in the
eLocal Rewards Program ("Rewards Program"); and/or (h) access links to our
social media pages on third party social media websites, such as Facebook®,
Instagram®, LinkedIn® and Twitter® ("Social Media Pages," and together with the
Site, Directory Services, Listings, Resource Network, Content, Interactive
Services, Paid Advertiser Services, Rewards Program and Social Media Pages, the
"eLocal Offerings").

PLEASE REVIEW THE AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS OF THE
AGREEMENT IN THEIR ENTIRETY, YOU ARE NOT AUTHORIZED TO USE THE eLocal OFFERINGS
IN ANY MANNER OR FORM.

NOTICE: THE AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF
LIABILITY, RELEASES, A CLASS-ACTION WAIVER, AND THE REQUIREMENT TO ARBITRATE ANY
AND ALL CLAIMS THAT MAY ARISE HEREUNDER AGAINST eLocal, AS WELL AS ITS PARENT,
SUBSIDIARIES, AFFILIATED COMPANIES, RELATED PARTIES, NETWORK PARTICIPANTS AND
THIRD PARTY SERVICE PROVIDERS (COLLECTIVELY, “COVERED PARTIES”), WHO ARE EXPRESS
THIRD-PARTY BENEFICIARIES OF THE MANDATORY ARBITRATION PROVISION CONTAINED
HEREIN. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THE AGREEMENT.

NEW JERSEY STATE RESIDENTS ARE ENCOURAGED TO REVIEW THEIR RIGHTS UNDER THE
AGREEMENT, AS PROVIDED UNDER THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT WARRANTY
AND NOTICE ACT (“TCCWNA”).

You understand and agree that eLocal shall not be liable to you, any other Site
User (as defined below) or any third party for any claim in connection with your
use of, or inability to use, the eLocal Offerings. eLocal disclaims any and all
liability for any loss, damage, or injury based on Site Content, Third Party
Offerings or other products, services and information directly or indirectly
obtained through the eLocal Offerings. You understand and agree that eLocal is
not responsible or liable in any manner whatsoever for any dispute between you
and any Site User.

Instagram® and Facebook® are registered trademarks of Facebook, Inc.
("Facebook"). LinkedIn® is a registered trademark of LinkedIn Corporation
(“LinkedIn”). Twitter® is a registered trademark of Twitter, Inc. ("Twitter").
Please be advised that eLocal is not in any way affiliated with Facebook,
LinkedIn or Twitter, and the eLocal Offerings are not endorsed, administered or
sponsored by any of the aforementioned entities.

 1.  Scope/Modification of Agreement.The Agreement constitutes the entire and
     only agreement between you and eLocal with respect to your use of the
     eLocal Offerings, and supersedes all prior or contemporaneous agreements,
     representations, warranties and/or understandings with respect to the Site.
     We may amend the Agreement from time to time in our sole discretion,
     without specific notice to you; provided, however, that: (a) any amendment
     or modification to the arbitration provisions, prohibition on class action
     provisions or any other provisions applicable to dispute resolution
     (collectively, "Dispute Resolution Provisions") shall not apply to any
     disputes incurred prior to the applicable amendment or modification; and
     (b) any amendment or modification to pricing and/or billing provisions
     ("Billing Provisions") shall not apply to any charges incurred prior to the
     applicable amendment or modification. The latest Agreement will be posted
     on the Site, and you should review the Agreement prior to using the eLocal
     Offerings. By your continued use of the eLocal Offerings, you hereby agree
     to comply with, and be bound by, all of the terms and conditions contained
     within the Agreement effective at that time (other than with respect to
     disputes arising prior to the amendment or modification of the Dispute
     Resolution Provisions, or charges incurred prior to the amendment or
     modification of the Billing Provisions, which shall be governed by the
     Dispute Resolution Provisions and/or Billing Provisions then in effect at
     the time of the subject dispute or incurred charges, as applicable). Unless
     explicitly stated otherwise, any future offer(s) made available to you on
     the Site that augment(s) or otherwise enhance(s) the current features of
     the eLocal Offerings shall be subject to the Agreement. If eLocal
     terminates the Agreement for any reason, eLocal shall have no liability or
     responsibility to you. You understand and agree that refusal to use the
     eLocal Offerings is your sole right and remedy with respect to any dispute
     with eLocal. The Agreement only governs your use of the eLocal Offerings.
 2.  Non-Endorsement: Site Content and Site Users.
      1. eLocal does not sponsor, recommend or endorse: (i) any Third Party
         Service Providers (including Advertisers) that are accessible by and
         through the Directory Service and/or Interactive Services; and/or (ii)
         any Network Participants that are accessible by and through the
         Resource Network and/or Interactive Services; and/or (iii) any Site
         visitors ("Visitors") that are accessible by and through the Resource
         Network and/or Interactive Services. The Site facilitates communication
         between Third Party Service Providers, Network Participants, Visitors
         and potential users of associated Third Party Offerings. Some of the
         Third Party Service Providers that are accessible by and through the
         Directory Service pay a fee for inclusion in the Directory Service.
      2. The eLocal Offerings contain comments, opinions, statements, feedback
         and other content (collectively, "Feedback"), Listings, Content,
         Network Articles (as defined below), advertisements, responses,
         statements, promises and other information (collectively, "Site
         Content") that is provided directly by Third Party Service Providers,
         Network Participants, Visitors and any other parties that use the Site
         (collectively, "Site Users"). You agree that eLocal shall have no
         obligation and incur no liability to you in connection with any
         Feedback appearing in or through the Interactive Services. eLocal does
         not represent or warrant that the Feedback posted through the
         Interactive Services is accurate, complete or appropriate. Please use
         caution and common sense when using the Site and Directory Service.
         eLocal in no way endorses the Site Content made available by Site Users
         through the Interactive Services, Directory Service, Resource Network
         and/or any other eLocal Offerings. The Site Content and other
         information submitted or made available by Site Users is not verified
         or reviewed in any way before it appears on the Site or otherwise
         through the eLocal Offerings. eLocal does not warrant the validity or
         accuracy of any such Site Content. Each Site User shall be solely
         responsible for the Site Content posted by and through the eLocal
         Offerings. eLocal reserves the right to prohibit any conduct by Site
         Users or remove any Site Content from the eLocal Offerings at any time
         and for any reason, in eLocal's sole discretion. The reasons for
         removal may include where eLocal believes that the Site Content posted
         by a Site User is unsuitable for the eLocal Offerings for any reason
         including, without limitation, where: (i) the Site Content contains or
         links to material that could be considered unlawful, harmful,
         threatening, defamatory, obscene, harassing or otherwise objectionable;
         (ii) the Site Content contains or links to material that infringes upon
         the trademark, trade name, service mark, copyright, license, or other
         intellectual property or proprietary right of any third party; (iii)
         eLocal believes that a Site User is, at any time, conducting any
         commercial activity by and through the Site; and/or (iv) eLocal
         believes that a Site User is in violation of the Agreement including,
         without limitation, Section 12 below.
      3. eLocal does not involve itself in the agreements arrived at by and
         between Visitors and Third Party Service Providers, or in the actual
         provision of Third Party Offerings in connection with the relationships
         created thereby. Therefore, eLocal does not make any representations
         regarding the competency, trustworthiness, honesty, integrity and/or
         behavior of either its Visitors or Third Party Service Providers.
         Visitors, and not eLocal, are solely responsible for assessing the
         competency, trustworthiness, honesty and integrity of all Third Party
         Service Providers that such Visitors contact via the Directory Service.

 3.  Terms Applicable to Attorney Listings.
      1. eLocal is not a law firm or a lawyer referral service. As such, eLocal
         offers no legal advice, recommendations, mediation or counseling in
         connection with any legal matter, under any circumstances, and nothing
         we do and no element of the Site, Directory Service or other eLocal
         Offerings should be construed as such. You should always check with
         your attorney, accountant and/or other advisors to be sure that any
         legal advice, law-related Third Party Offerings, law-related Site
         Content or other legal products and/or services available by and
         through the eLocal Offerings (collectively, "Legal Services") is/are
         appropriate for you.
      2. The Site provides paid attorney advertising to those attorneys that are
         registered as Third Party Service Providers ("Third Party Legal
         Professionals"). Some of the Third Party Legal Professionals that are
         accessible by and through the Directory Service pay a fee for inclusion
         in the Directory Service. eLocal does not receive any portion of any
         Third Party Legal Professional's fees.
      3. Any use of the Directory Service by Site Users is not intended to, and
         will not create, an attorney-client relationship between any such Site
         Users and eLocal. Without limiting the foregoing, any information
         submitted to eLocal and/or any electronic or other communication sent
         to eLocal will not create, or be covered by, an attorney-client
         relationship between Site Users and eLocal or any Third Party Legal
         Professionals.
      4. The Site facilitates communication between Third Party Legal
         Professionals and potential users of associated Legal Services. eLocal
         does not guarantee that Site Users will successfully find legal
         representation through the Directory Service. The determination of the
         need for legal services and the choice of legal representation are
         extremely important decisions and should not be based solely on
         advertisements, claims of expertise or cost offered by any Third Party
         Legal Professional.
      5. eLocal does not review the standing of any Third Party Legal
         Professionals with any regulatory authority or bar association.
         Therefore, eLocal makes no representation regarding the status,
         standing or ability of any Third Party Legal Professional. When
         considering retaining a Third Party Legal Professional, Site Users
         should ask for free background information from that Third Party Legal
         Professional and check that Third Party Legal Professional's standing
         with the applicable state bar association. eLocal is not responsible
         for, and in no way endorses, any description or indication of
         specialization or limitation of practice by any Third Party Legal
         Professionals that are accessible through the Directory Service. Please
         be aware that no agency or board may have certified such Third Party
         Legal Professional as a specialist or expert in any indicated field of
         law practice. In addition, a Third Party Legal Professional claiming
         specialization is not necessarily any more expert or competent than
         other legal professionals. Site Users should make an independent
         investigation, confirm and verify all claims made by Third Party Legal
         Professionals. Site Users are encouraged to use caution when reviewing
         any information submitted by Third Party Legal Professionals. Except
         where otherwise indicated, the Third Party Legal Professionals are not
         certified by the Florida State Bar Board of Legal Specialization and
         Education, the Texas State Board of Legal Specialization ("Not
         Certified by the Texas Board of Legal Specialization"), or any other
         entity or body.
      6. Laws vary across legal jurisdictions and may be subject to
         interpretation by different courts. Laws are also very specific to
         individual facts and circumstances, and the law-related Site Content
         may not fit your particular circumstance. The law-related Site Content
         is provided for informational purposes only, and may not reflect
         current legal developments or variances in the law of different
         jurisdictions. The law-related Site Content does not necessarily
         reflect the opinions of any Third Party Legal Professionals, their
         partners, clients or affiliates.
      7. Certain Listings and other law-related Site Content may include
         descriptions of successful lawsuits brought by Third Party Legal
         Professionals. These descriptions are not meant to create any
         unjustified expectations that similar results can be obtained for
         others, because each case is determined on its own specific factual and
         legal circumstances. No Third Party Legal Professional can guarantee
         the success of a case, and past successes, even in very similar
         lawsuits, do not mean that success in a subsequent case is guaranteed
         or even likely. Results depend upon a variety of factors unique to each
         case.
         ADDITIONAL STATE SPECIFIC DISCLOSURES:
         
         Alabama
         No representation is made that the quality of the Legal Services to be
         performed by the Third Party Legal Professionals is greater than the
         quality of legal services performed by other attorneys.
         
         
         Alaska
         The Alaska Bar Association does not accredit or endorse certifying
         organizations.
         
         
         Florida
         eLocal operates as a "Lawyer Directory" as defined under Florida Rule
         4-7.23.
         
         
         Hawaii
         There is no procedure for review or approval of specialist
         certification organizations in Hawaii.
         
         
         Illinois
         The Supreme Court of Illinois does not recognize certifications of
         specialties in the practice of law and such a certificate, award or
         recognition is not a requirement to practice law in Illinois.
         
         
         Iowa
         Memberships and offices in legal fraternities and legal societies,
         technical and professional licenses, and memberships in scientific,
         technical and professional associations and societies of law or field
         of practice do not mean that a Third Party Legal Professional is a
         specialist or expert in a field of law, nor do they mean that such
         Third Party Legal Professional is necessarily any more expert or
         competent than any other lawyer. A description or indication of
         limitation of practice does not mean that any agency or board has
         certified such Third Party Legal Professional as a specialist or expert
         in an indicated field of law practice, nor does it mean that such Third
         Party Legal Professional is necessarily any more expert or competent
         than any other lawyer.
         
         
         Kentucky
         THIS IS AN ADVERTISEMENT.
         
         
         Massachusetts
         If a Massachusetts Third Party Legal Professional holds himself or
         herself out as "certified" in a particular service, field or area of
         law by a non-governmental body, the certifying organization is a
         private organization, whose standards for certification are not
         regulated by the Commonwealth of Massachusetts.
         
         
         Mississippi
         Free background information is available upon request for any
         Mississippi Third Party Legal Professional. The listing of any area of
         practice by a Mississippi Third Party Legal Professional does not
         indicate any certification of expertise therein.
         
         
         Missouri
         Neither the Supreme Court of Missouri, nor the Missouri Bar, reviews or
         approves certifying organizations or specialist designations.
         
         
         Nevada
         Neither the State Bar of Nevada, nor any agency of the State Bar, has
         certified any Third Party Legal Professional identified here as a
         specialist or as an expert.
         
         
         New Jersey
         Any certification as a specialist, or any certification in a field of
         practice, that does not state that such certification has been granted
         by the Supreme Court of the State of New Jersey or by an organization
         that has been approved by the American Bar Association, indicates that
         the certifying organization has not been approved, or has been denied
         approval, by the Supreme Court of the State of New Jersey and the
         American Bar Association.
         
         
         New Mexico
         Any certification by an organization other than the New Mexico Board of
         Legal Specialization does not constitute recognition by the New Mexico
         Board of Legal Specialization, unless the Third Party Legal
         Professional is also recognized by the Board as a specialist in that
         area of law.
         
         
         New York
         Prior results obtained by Third Party Legal Professionals do not
         guarantee a similar outcome.
         
         
         Rhode Island
         The Rhode Island Supreme Court does not license or certify any Third
         Party Legal Professional as an expert or specialist in any field of
         practice.
         
         
         Tennessee
         Unless otherwise indicated, Tennessee Third Party Legal Professionals
         are not certified as specialists by the Tennessee Commission on
         Continuing Legal Education and Specialization in the areas of practice
         listed on their Listings.
         
         
         Texas
         Unless otherwise indicated, Texas Third Party Legal Professionals are
         Not Certified by the Texas Board of Legal Specialization in the areas
         of practice listed on their Listings.
         
         
         Washington
         The Supreme Court of Washington does not recognize certification of
         specialties in the practice of law. Any certificate, award or
         recognition by a group, organization or association used by a
         Washington Third Party Legal Professional to describe his or her
         qualifications as a lawyer or qualifications in any subspecialty of law
         is not a requirement to practice law in the State of Washington.
         
         
         Wyoming
         The Wyoming State Bar does not certify any Third Party Legal
         Professional as a specialist or expert.
         

 4.  Requirements.The eLocal Offerings are available only to individuals who can
     enter into legally binding contracts under applicable law. The eLocal
     Offerings are not intended for use by individuals under eighteen (18) years
     of age (or the applicable age of majority, if greater than eighteen (18)
     years of age in their respective jurisdictions). If you are under eighteen
     (18) years of age (or the applicable age of majority, if greater than
     eighteen (18) years of age in your jurisdiction), you do not have
     permission to use and/or access the eLocal Offerings.
 5.  Directory Service.Please be advised that eLocal does not itself provide any
     underlying products and/or services, and the ultimate terms and conditions
     of any Third Party Offerings will be determined by the applicable Third
     Party Service Providers.Please be advised that eLocal does not itself
     provide any underlying products and/or services, and the ultimate terms and
     conditions of any Third Party Offerings will be determined by the
     applicable Third Party Service Providers.To receive information regarding
     Third Party Service Providers, you must first fully complete the
     registration forms located on the Site (collectively, the "Site Form"). The
     information that you must supply on the Site Form includes, but is not
     limited to: (i) your zip code; (ii) the category applicable to your
     inquiry, if any; and/or (iii) any other information requested on the Site
     Form (collectively, the "Directory Registration Data"). You agree to
     provide true, accurate, current and complete Directory Registration Data
     and to update your Directory Registration Data as necessary in order to
     maintain it in a current and accurate fashion. eLocal's use of the
     Directory Registration Data shall be governed by the Privacy Policy.Please
     be advised that the Directory Registration Data submitted by you, and any
     and all other information provided by you to eLocal is not protected by the
     attorney-client privilege, and submitting this information does not create
     an attorney-client relationship.Upon entering your Directory Registration
     Data and clicking on the applicable submission button on the Site, you may
     be provided additional information regarding participating Third Party
     Service Providers that are located in your designated geographic area that
     you can choose to contact or be contacted by. Upon your request to contact,
     or be contacted by, any of the applicable Third Party Service Providers,
     eLocal may transfer all or some of your Directory Registration Data to the
     applicable Third Party Service Provider(s) in connection with facilitating
     your request for Third Party Offerings from same.Please be advised that
     selecting a Third Party Legal Professional to contact, or be contacted by,
     does not create an attorney-client relationship.You understand and agree
     that eLocal shall not be liable to you or any third party for any
     modification, suspension or discontinuation of any service offered by any
     Third Party Service Provider.
 6.  Listings/Free Listings.Subject to the terms and conditions of the
     Agreement, as well as theAdvertiser Termsthat you agree to in their
     entirety when you submit Listings for display to Site Users, by registering
     on the Site, agreeing to the Agreement and receiving approval from eLocal,
     you (acting as a Third Party Service Provider) can submit, or attempt to
     submit, Listings for display to Site Users that conduct searches by and
     through the Directory Services. To submit a Listing, you must first fully
     complete the applicable Site Form. The information that you must supply on
     the Site Form includes, but is not limited to: (a) your company name; (b)
     your company's address; (c) your business telephone number; (d) categories
     that apply to your company's business practice, if applicable; (e) at your
     option, your business profile and link to your company's website; and/or
     (f) any other information requested on the Site Form (collectively, the
     "Listing Registration Data"). You agree to provide true, accurate, current
     and complete Listing Registration Data and to update your Listing
     Registration Data as necessary in order to maintain it in a current and
     accurate fashion. eLocal's use of the Listing Registration Data shall be
     governed by the Privacy Policy.The Listings contain descriptions that are
     provided directly by the applicable Third Party Service Providers, or the
     manufacturers or distributors of the Third Party Offerings featured in the
     Listings, as applicable. eLocal does not represent or warrant that the
     descriptions of such items are accurate or complete. As a result, eLocal
     has no control over: (i) the quality, safety or legality of the Third Party
     Offerings; (ii) the truth or accuracy of the Listings; and/or (iii) the
     ability of the applicable Third Party Service Providers to sell the Third
     Party Offerings. Do not assume that the offer, sale, purchase, export or
     import of any Third Party Offerings is valid and legal simply because it is
     listed on the Site. We are not responsible for ensuring that the applicable
     Third Party Service Provider actually completes a transaction. Where you
     submit a Listing by and through the Site, you represent and warrant that:
     (A) all content in the Listing is accurate, complete and current; (B) you
     have all necessary rights, power and authority to publish the Listing; (C)
     the Listing, and any website listed in, or linked to from, the Listing: (I)
     complies with all applicable laws and regulations; (II) does not infringe
     upon, misappropriate or otherwise violate any copyright, patent, trademark,
     service mark, trade secret or other intellectual property right of any
     third party; (III) does not violate the rights of any person or entity,
     including rights of publicity or privacy, and is not defamatory; and (IV)
     does not result in consumer fraud (including being false or misleading),
     product liability, tort, breach of contract, injury, damage or harm of any
     kind to any person or entity; and (D) you possess documents that
     substantiate all claims, express and implied, contained within the Listing.
 7.  Paid Advertiser Services.Subject to the terms and conditions of the
     Agreement, as well as theAdvertiser Termsthat you agree to in their
     entirety when you register to become an Advertiser, by registering on the
     Site and receiving approval from eLocal, you can obtain, or attempt to
     obtain, for a fee, access to the Paid Advertiser Services as an Advertiser.
     All payment terms associated with the Paid Advertiser Services shall be set
     forth in the Advertiser Terms. Please review the terms and conditions of
     theAdvertiser Termscarefully before proceeding with registration.
     Advertisers are subject to the same obligations, terms and conditions as
     apply to Third Party Service Providers under the Agreement including,
     without limitation, those applicable to Listings set forth in Section 6
     above. To submit a Listing, you must first fully complete the applicable
     Site Form on the Site, or via telephone with an eLocal representative. The
     information that you must supply on the Site Form includes, but is not
     limited to: (a) your company name; (b) your company's address; (c) your
     business telephone number; (d) categories that apply to your company's
     business practice, if applicable; (e) at your option, your mobile telephone
     number; (f) at your option, your business profile and link to your
     company's website; (g) your credit card information; and/or (h) any other
     information requested on the Site Form (collectively, the "Advertiser
     Registration Data"). You agree to provide true, accurate, current and
     complete Advertiser Registration Data and to update your Advertiser
     Registration Data as necessary in order to maintain it in a current and
     accurate fashion. eLocal's use of the Advertiser Registration Data shall be
     governed by the Privacy Policy.
 8.  Resource Network.The Resource Network features ongoing, interactive
     conversations, discussions and forums surrounding articles ("Network
     Articles") on a broad range of topics as submitted by registered Network
     Participants and/or permitted guests. Visitors may be permitted to post
     Feedback at the end of Network Articles. Subject to the terms and
     conditions of the Agreement, by sending eLocal a request to:
     (a)HomeExpertNetwork@eLocal.com,agreeing to the Agreement and receiving
     approval from eLocal, you may be granted access to the Home Expert Network
     as an Ongoing Contributor or Expert Panelist; and/or
     (b)LegalResourceNetwork@eLocal.com,you may be granted access to the Legal
     Resource Network as an Contributor or Member. To become a Network
     Participant, you must provide certain information to the applicable eLocal
     representative (collectively, the "Network Registration Data" and together
     with the Directory Registration Data, Listing Registration Data and
     Advertiser Registration Data, the "Registration Data"). You agree to
     provide true, accurate, current and complete Network Registration Data and
     to update your Network Registration Data as necessary in order to maintain
     it in a current and accurate fashion. eLocal's use of Network Registration
     Data shall be governed by the Privacy Policy.The Network Articles are
     provided directly by the applicable Network Participants. eLocal does not
     represent or warrant that the Network Articles are accurate or complete. As
     a result, eLocal has no control over: (a) the quality, safety or legality
     of the Network Articles; and/or (b) the truth or accuracy of the Network
     Articles. Where you submit a Network Article by and through the Site, you
     represent and warrant that: (i) all content in the Network Article is
     accurate, complete and current; (ii) you have all necessary rights, power
     and authority to publish the Network Article (and grant eLocal the rights
     to publish and use same as contemplated hereunder); (iii) the Network
     Article, and any website listed in, or linked to from, the Network Article:
     (A) complies with all applicable laws, rules and regulations including,
     without limitation, the Federal Trade Commission Guidelines Concerning the
     Use of Endorsements and Testimonials; (B) does not infringe upon,
     misappropriate or otherwise violate any copyright, patent, trademark,
     service mark, trade secret or other intellectual property right of any
     third party; (C) does not violate the rights of any person or entity,
     including rights of publicity or privacy, and is not defamatory; and (D)
     does not result in consumer fraud (including being false or misleading),
     product liability, tort, breach of contract, injury, damage or harm of any
     kind to any person or entity; and (iv) you possess documents that
     substantiate all claims, express and implied, contained within the Network
     Article.
 9.  Content.Subject to the terms and conditions of the Agreement, end-users
     that possess the requisite technology shall have the opportunity to view,
     download and/or interact with all or some of the Content made available by
     and through the Site and/or other eLocal Offerings. The Content is
     compiled, distributed and displayed by eLocal, as well as various
     third-party content providers including, without limitation, Third Party
     Service Providers, Visitors and Network Participants ("Third-Party
     Providers"). eLocal does not control the Content provided by Third-Party
     Providers that is made available by and through the eLocal Offerings. Such
     Third-Party Providers are solely responsible for the accuracy,
     completeness, appropriateness and/or usefulness of such Content. The
     Content should not necessarily be relied upon. eLocal does not represent or
     warrant that the Content and other information posted by and through the
     eLocal Offerings is accurate, complete, up-to-date or appropriate. You
     understand and agree that eLocal shall not be responsible for, and eLocal
     undertakes no responsibility to monitor or otherwise police, Content
     provided by Third-Party Providers.You agree that eLocal shall have no
     obligation and incur no liability to you in connection with any Content.
     You may find certain Content to be outdated, harmful, inaccurate and/or
     deceptive. Please use caution, common sense and safety when using the
     Content.
 10. Social Media Pages.The Site contains links to various eLocal Social Media
     Pages. The Social Media Pages are hosted and made available on third party
     websites ("Social Media Websites") by third party entities. Your use of
     Social Media Pages and Social Media Websites shall be governed by the
     applicable terms and conditions of those Social Media Websites.You
     understand and agree that eLocal shall not be liable to you, any other
     end-user or any third party for any claim in connection with your use of,
     or inability to use, the Social Media Pages and/or Social Media Websites.
 11. Interactive Services.Subject to the restrictions set forth herein, the
     Interactive Services will allow you to participate in, and provide Feedback
     in connection with, Network Articles comment sections, blogs, message
     boards, question and answer areas and other interactive areas of the Site.
 12. Site Content Submission Guidelines.All Site Content that you submit through
     or in association with the eLocal Offerings including, without limitation,
     the Registration Data, Feedback, Listings, Content, Network Articles,
     advertisements, responses, statements, promises or other information, shall
     be subject to the Privacy Policy. For a copy of the Privacy Policy,
     pleaseclick here.By submitting such Site Content to us, you: (a) represent
     and warrant that eLocal's use of your submission does not and will not
     breach any agreement, violate any law or infringe upon any third party's
     rights; (b) agree that eLocal is free to use in any manner all or part of
     the content of any such Site Content or other materials in perpetuity, on
     an unrestricted basis without the obligation to notify, identify or
     compensate you or anyone else; and (c) grant eLocal all necessary rights,
     including a waiver of all copyright, trademark, privacy and moral rights,
     to use all Site Content and/or materials, in whole or in part, or as a
     derivative work, without any duty by eLocal to anyone whatsoever. eLocal
     does not accept unsolicited ideas, works or other materials and you
     acknowledge that you are responsible for, and bear all risk as to the use
     or distribution of, any such ideas, works and/or materials.You agree that
     you are solely responsible for the Site Content that you publish, transmit
     and/or post by and through the eLocal Offerings. You agree to use the
     eLocal Offerings in full compliance with all applicable laws, rules and
     regulations. In connection with your use of the eLocal Offerings, and
     submission of Site Content, you agree not to: (i) display any telephone
     numbers, street addresses, last names, URLs, e-mail addresses or any
     confidential information of any third party; (ii) display any audio files,
     text, photographs, videos or other images containing confidential
     information; (iii) display any audio files, text, photographs, videos or
     other images that may be deemed indecent or obscene in your community, as
     defined under applicable law; (iv) impersonate any person or entity; (v)
     "stalk" or otherwise harass any person; (vi) engage in unauthorized
     advertising to, or commercial solicitation of, Site Users; (vii) transmit
     any chain letters, spam or junk e-mail to Site Users or other parties;
     (viii) express or imply that any statements you make are endorsed by
     eLocal; (ix) harvest or collect personal information of Site Users whether
     or not for commercial purposes, without their express consent; (x) use any
     robot, spider, site search/retrieval application, or other manual or
     automatic device or process to retrieve, index, "data mine," or in any way
     reproduce or circumvent the navigational structure or presentation of the
     Site or its contents; (xi) post, distribute or reproduce in any way any
     copyrighted material, trademarks or other proprietary information without
     obtaining the prior consent of the owner of such proprietary rights; (xii)
     remove any copyright, trademark or other proprietary rights notices
     contained in the eLocal Offerings; (xiii) interfere with or disrupt any of
     the eLocal Offerings and/or the servers or networks connected to same;
     (xiv) post, offer for download, e-mail or otherwise transmit any material
     that contains software viruses or any other computer code, files or
     programs designed to interrupt, destroy or limit the functionality of any
     computer software or hardware or telecommunications equipment; (xv) post,
     offer for download, transmit, promote or otherwise make available any
     software, product or service that is illegal or that violates the rights of
     a third party including, but not limited to, spyware, adware, programs
     designed to send unsolicited advertisements (i.e. "spamware"), services
     that send unsolicited advertisements, programs designed to initiate "denial
     of service" attacks, mail bomb programs and programs designed to gain
     unauthorized access to networks on the Internet; (xvi) "frame" or "mirror"
     any part of the eLocal Offerings; (xvii) use metatags or code or other
     devices containing any reference to the eLocal Offerings in order to direct
     any person to any other website for any purpose; and/or (xviii) modify,
     adapt, sublicense, translate, sell, reverse engineer, decipher, decompile
     or otherwise disassemble any portion of the eLocal Offerings or any
     software used on or in connection with same. Engaging in any of the
     aforementioned prohibited practices shall be deemed a breach of the
     Agreement and may result in the immediate termination of your access to
     some or all of the eLocal Offerings without notice, in the sole discretion
     of eLocal. eLocal reserves the right to pursue any and all legal remedies
     against Site Users that engage in the aforementioned prohibited conduct.
 13. License Grant.As a user of the Site, you are granted a non-exclusive,
     non-transferable, revocable and limited license to access and use the
     eLocal Offerings and associated content in accordance with the Agreement.
     eLocal may terminate this license at any time for any reason. Other than
     where expressly permitted by eLocal, you may only use the eLocal Offerings
     on one computer for your own personal, non-commercial use. No part of the
     eLocal Offerings may be reproduced in any form or incorporated into any
     information retrieval system, electronic or mechanical. You may not use,
     copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble,
     reverse engineer or transfer the eLocal Offerings or any portion thereof.
     eLocal reserves all rights not explicitly granted in the Agreement. You may
     not use any device, software or routine to interfere or attempt to
     interfere with the proper working of the eLocal Offerings. You may not take
     any action that imposes an unreasonable or disproportionately large load on
     eLocal infrastructure. Your right to use the eLocal Offerings is not
     transferable.
 14. Proprietary Rights.The content, organization, graphics, design,
     compilation, magnetic translation, digital conversion, software, services
     and other matters related to the eLocal Offerings are protected under
     applicable copyright, trademark and other proprietary (including, but not
     limited to, intellectual property) rights. The copying, redistribution,
     publication or sale by you of any part of the eLocal Offerings is strictly
     prohibited. Systematic retrieval of material from the Site by automated
     means or any other form of scraping or data extraction in order to create
     or compile, directly or indirectly, a collection, compilation, database or
     directory without written permission from eLocal is prohibited. You do not
     acquire ownership rights in or to any content, document, software, services
     or other materials viewed at the Site or through the eLocal Offerings. The
     posting of information or material on the Site by eLocal does not
     constitute a waiver of any right in or to such information and/or
     materials. The "eLocal" name and logo, and all associated graphics, icons
     and service names, are trademarks of eLocal USA LLC. All other trademarks
     are the property of their respective owners. The use of any trademark
     without the applicable trademark owner's express written consent is
     strictly prohibited.
 15. Editing, Deleting and Modification.We reserve the right in our sole
     discretion to edit and/or delete any documents, information or other
     content appearing on the Site.
 16. Legal Warning.Any attempt by any individual, whether or not a eLocal
     customer, to damage, destroy, tamper with, vandalize and/or otherwise
     interfere with the operation of the eLocal Offerings, is a violation of
     criminal and civil law and eLocal will diligently pursue any and all
     remedies in this regard against any offending individual or entity to the
     fullest extent permissible by law and in equity.
 17. Indemnification.You agree to indemnify and hold eLocal, its parents,
     subsidiaries and affiliates, and each of their respective members,
     officers, directors, employees, agents, co-navbar-branders and/or other
     partners, harmless from and against any and all claims, expenses (including
     reasonable attorneys' fees), damages, suits, costs, demands and/or
     judgments whatsoever, made by any third party due to or arising out of: (a)
     your use of the eLocal Offerings; (b) your breach of the Agreement; (c) any
     dispute between you and any Site User or third party; and/or (d) your
     violation of any rights of another individual and/or entity. The provisions
     of this Section 17 are for the benefit of eLocal, its parents, subsidiaries
     and/or affiliates, and each of their respective officers, directors,
     members, employees, agents, shareholders, licensors, suppliers and/or
     attorneys. Each of these individuals and entities shall have the right to
     assert and enforce these provisions directly against you on its own behalf.
 18. Disclaimer of Warranties.THE ELOCAL OFFERINGS AND/OR ANY OTHER PRODUCTS
     AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH SAME ARE PROVIDED TO YOU ON
     AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND
     IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO
     APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY
     WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY
     AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A
     LIMITATION THEREOF, ELOCAL MAKES NO WARRANTY THAT: (A) THE ELOCAL OFFERINGS
     AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH
     SAME WILL MEET YOUR REQUIREMENTS; (B) THE ELOCAL OFFERINGS AND/OR ANY OTHER
     PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH SAME WILL BE
     UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) YOU WILL QUALIFY FOR THIRD
     PARTY OFFERINGS FROM ANY THIRD PARTY SERVICE PROVIDER; OR (D) THE RESULTS
     THAT MAY BE OBTAINED FROM THE USE OF THE ELOCAL OFFERINGS AND/OR ANY OTHER
     PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH SAME WILL BE
     ACCURATE OR RELIABLE. THE ELOCAL OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR
     SERVICES THAT YOU MAY APPLY FOR THROUGH SAME MAY CONTAIN BUGS, ERRORS,
     PROBLEMS OR OTHER LIMITATIONS. WE WILL NOT BE LIABLE FOR THE AVAILABILITY
     OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SITE. NO ADVICE
     OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ELOCAL&trade,
     ANY SITE USER OR OTHERWISE THROUGH OR FROM THE ELOCAL OFFERINGS, SHALL
     CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
 19. Limitation of Liability.YOU EXPRESSLY UNDERSTAND AND AGREE THAT ELOCAL
     SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
     INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT
     NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
     INTANGIBLE LOSSES (EVEN IF ELOCAL HAS BEEN ADVISED OF THE POSSIBILITY OF
     SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR
     THE INABILITY TO USE THE ELOCAL OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR
     SERVICES THAT YOU MAY APPLY FOR THROUGH SAME; (B) THE COST OF PROCUREMENT
     OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA,
     INFORMATION AND/OR SERVICES PURCHASED OR OBTAINED FROM, OR TRANSACTIONS
     ENTERED INTO THROUGH, THE ELOCAL OFFERINGS; (C) THE FAILURE TO QUALIFY FOR
     THIRD PARTY OFFERINGS FROM ANY THIRD PARTY SERVICE PROVIDER; (D) THE
     UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA; AND (E)
     ANY OTHER MATTER RELATING TO THE ELOCAL OFFERINGS AND/OR ANY OTHER PRODUCTS
     AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH SAME. THIS LIMITATION
     APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT
     LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT
     LIABILITY, MISREPRESENTATIONS AND ANY AND ALL OTHER TORTS. YOU HEREBY
     RELEASE ELOCAL FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN
     EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT
     SUCH LIMITATIONS, THE MAXIMUM LIABILITY OF ELOCAL TO YOU UNDER ANY AND ALL
     CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). THE NEGATION OF
     DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE
     BARGAIN BETWEEN YOU AND ELOCAL&trade. THE ELOCAL OFFERINGS AND/OR ANY OTHER
     PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH SAME WOULD NOT BE
     PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS, SUCH AS NEW
     JERSEY, MAY NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH
     JURISDICTIONS THE LIABILITY OF ELOCAL SHALL BE LIMITED TO THE MAXIMUM
     EXTENT PERMITTED BY LAW.
 20. Third Party Websites.The Site may provide links to and/or refer you to
     other Internet websites and/or resources including, but not limited to,
     certain Site User websites and/or Social Media Websites. Because eLocal has
     no control over such third party websites and/or resources, you hereby
     acknowledge and agree that eLocal is not responsible for the availability
     of such third party websites and/or resources. Furthermore, eLocal does not
     endorse, and is not responsible or liable for, any terms and conditions,
     privacy policies, content, advertising, services, products and/or other
     materials at or available from such third party websites or resources, or
     for any damages and/or losses arising therefrom.
 21. Dispute Resolution Provisions.The Agreement shall be treated as though it
     were executed and performed in Delaware and shall be governed by and
     construed in accordance with the laws of the State of Delaware (without
     regard to conflict of law principles).You hereby agree to arbitrate all
     claims that may arise under the Agreement that you may have against eLocal
     or any of the Covered Parties, who are express third-party beneficiaries of
     the mandatory arbitration provision. Without limiting the foregoing, should
     a dispute arise between you and eLocal and/or any Covered Party including,
     without limitation, any matter concerning the eLocal Offerings, terms and
     conditions of the Agreement or the breach of same by any party hereto: (a)
     the parties agree to submit their dispute for resolution by arbitration
     before the American Arbitration Association (the “AAA”) in Delaware or the
     county of your residence, in accordance with the then current Commercial
     Arbitration rules of the AAA; and (b) you agree to first commence a formal
     dispute proceeding by completing and submitting an Initial Dispute Notice
     which can be found here.We may choose to provide you with a final written
     settlement offer after receiving your Initial Dispute Notice ("Final
     Settlement Offer"). If we provide you with a Final Settlement Offer and you
     do not accept it, or we cannot otherwise satisfactorily resolve your
     dispute, but you still wish to proceed with your dispute, you must submit
     your dispute for resolution by arbitration before the AAA as set forth
     above, by filing a separate Demand for Arbitration, which is
     availablehere.For claims of Ten Thousand Dollars ($10,000.00) or less, you
     can choose whether the arbitration proceeds in person, by telephone or
     based only on submissions. If the arbitrator awards you relief that is
     greater than our Final Settlement Offer, then we will pay all filing,
     administration and arbitrator fees associated with the arbitration and, if
     you retained an attorney to represent you in connection with the
     arbitration, we will reimburse any reasonable attorneys' fees that your
     attorney accrued for investigating, preparing and pursuing the claim in
     arbitration. Any award rendered shall be final and conclusive to the
     parties and a judgment thereon may be entered in any court of competent
     jurisdiction. Although we may have a right to an award of attorneys' fees
     and expenses if we prevail in arbitration, we will not seek such an award
     from you unless the arbitrator determines that your claim was frivolous.To
     the extent permitted by law, you agree that you will not bring, join or
     participate in any class action lawsuit as to any claim, dispute or
     controversy that you may have against eLocal and/or any Covered Party. You
     agree to the entry of injunctive relief to stop such a lawsuit or to remove
     you as a participant in the suit. You agree to pay the attorney's fees and
     court costs that eLocal and/or any Covered Party incurs in seeking such
     relief. This provision preventing you from bringing, joining or
     participating in class action lawsuits: (i) does not constitute a waiver of
     any of your rights or remedies to pursue a claim individually and not as a
     class action in binding arbitration as provided above; and (ii) is an
     independent agreement. You may opt-out of these dispute resolution
     provisions by providing written notice of your decision within thirty (30)
     days of the date that you first access the Site.
 22. Miscellaneous.Should any part of the Agreement be held invalid or
     unenforceable, that portion shall be construed consistent with applicable
     law and the remaining portions shall remain in full force and effect. To
     the extent that anything in or associated with any eLocal Offerings is in
     conflict or inconsistent with the Agreement, the Agreement shall take
     precedence. Our failure to enforce any provision of the Agreement shall not
     be deemed a waiver of such provision nor of the right to enforce such
     provision. The parties do not intend that any agency or partnership
     relationship be created through operation of the Agreement. eLocal may
     assign its rights and obligations under the Agreement, in whole or in part,
     to any party at any time without any notice to you. The Agreement may not,
     however, be assigned by you, and you may not delegate your duties under it.
     Headings are for reference purposes only and in no way define, limit,
     construe or describe the scope or extent of such section.
 23. California End-User Consumer Rights.In accordance with Cal. Civ. Code Sec.
     1789.3, California State resident Users may file grievances and complaints
     with the California Department of Consumer Affairs, 400 R Street, Ste.
     1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210; or
     by email to dca@dca.ca.gov.
 24. Contact Us.If you have any questions regarding the Agreement, or would like
     more information from eLocal, please contact us at using ourcontact form;or
     call us at: 1-877-91-ELOCAL.

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