Revised: May, 23 2025

LMGPROS INC, a California Corporation (“LMGPROS,” “we,” “us” or “our”), operates and maintains  the Website (as defined below). These Website Terms of Service (“Terms of Service”) are entered into by and between you and LMGPROS and govern your use of the Website.

1. Acceptance of Terms of Service

1.1 Access and Use as Acceptance

Please read these Terms of Service carefully before you start to use the Website (as defined below). UNLESS ADDITIONAL CONSENT IS OTHERWISE REQUIRED UNDER APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE WEBSITE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS OF SERVICE (INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU). IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY ANY OF THESE TERMS OF SERVICE, YOU ARE NOT AUTHORIZED TO ACCESS OR OTHERWISE USE THE WEBSITE OR ANY INFORMATION OR CONTENT CONTAINED ON THE WEBSITE.

1.2 Age Restrictions, Authority

If you are entering into these Terms of Service, you represent and warrant that you: (i) are of legal age to form a binding contract; (ii) have the capacity and authority to agree to and abide by these Terms of Service; and (iii) are not a person barred from using the Website (as defined below) under the laws of any applicable jurisdiction. THE WEBSITE IS NOT INTENDED FOR USERS UNDER THE AGE OF 18 OR THE LOWEST AGE PERMITTED BY APPLICABLE LAW, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA TO OR USING ANY ASPECT OF THE WEBSITE, AND BY TAKING SUCH ACTIONS, YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER OR NO YOUNGER THAN THE LOWEST AGE PERMITTED BY APPLICABLE LAW.

1.3 Binding Arbitration

THESE TERMS OF SERVICE REQUIRE FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF SERVICE OR YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TERMS OF SERVICE, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 17 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

2. Website and Services

LMGPROS owns and operates this website and the associated domains thereof (including any content, functionality and services offered on or through the foregoing, the “Main Website”). The Main Website includes content, functionality and services: (i) that allow users to access and view LMGPROS’s platform and offerings; (ii) that allow for users to search for and contact service Providers featured on the Main Website and/or service Providers offering such service Provider’s products or services through their Provider Website (as defined below) (each of the foregoing, a “Provider”); and (iii) that otherwise displays general information and content related to LMGPROS’s products and services. Additionally, LMGPROS owns, operates and hosts various webpages linked to the Main Website or otherwise hosted by LMGPROS which allow Providers to: (a) manage such sites as related to the Providers’ products, services and offerings (collectively, “Provider Services”); and (b) provide a means for users to contact the Provider (the “Provider Website” and, together with the Main Website, the “Website”). By agreeing to these Terms of Service, you agree and acknowledge that these Terms of Service apply to your use of and engagement with the Website, including the Main Website and each Provider Website, as applicable. For the avoidance of doubt, the Main Website may link to or other provide access to certain Provider websites that are not a Provider Website. These Terms of Service apply only to Provider Websites and do not apply to any Third Party Sites as defined and set forth in Section 10.

3. Changes to Terms of Service

We may change, modify, supplement or update these Terms of Service from time to time in our sole discretion without advance notice. Any such changed, modified, supplemented or updated Terms of Service are effective immediately when we post them, unless additional consent is necessary from you pursuant to applicable law, and apply to all access to and use of the Website thereafter.  You are encouraged and expected to check this page to review these Terms of Service periodically for changes, modifications, supplementations and updates as they are binding on you if you continue to use the Website after such changes are posted.

4. Access and Security

You are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software and communication lines required to access and use the Website, and we reserve the right to change the access configuration of the Website at any time without prior notice.

5. Privacy Policy

In addition to these Terms of Service, the LMGPROS Privacy Policy, available at https://lmgpros.com/privacy/ (“Privacy Policy”), applies to how LMGPROS may process information provided as part of the Website. By using the Website and consenting to these Terms of Service, you signify your acceptance of and agreement to the Privacy Policy. As applicable, you acknowledge and agree that by accessing or using the Website, LMGPROS may receive certain information about you, including personally identifiable information, as set forth in the Privacy Policy, and LMGPROS may collect, use, disclose, store, share, transfer and process such personal data in accordance with such Privacy Policy, which may be amended from time to time as set forth therein.

6. Intellectual Property and Proprietary Rights

6.1 Ownership

The Website (including without limitation all content, messages, information, data, software, text, displays, images, designs and other materials (collectively, “Materials”)) is owned by LMGPROS, its licensors or other Providers of such material (including Providers) and is protected by United States and international intellectual property and proprietary rights laws and treaties, including patent, copyright, trade secret, and trademark laws.

6.2 Limited License

Subject to your full compliance with these Terms of Service (including Sections 6.3 and 7), we hereby grant you a limited, nonexclusive, nontransferable, nonsublicensable, and revocable license to access and make personal (non-commercial) use of the Website.

6.3 License Restrictions

Except as explicitly set forth herein, you may not use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made use, sublicense, sell, lease, rent, assign, pledge, transfer or otherwise grant rights to the Website, including any Materials. For the avoidance of doubt, you may not reproduce, duplicate, copy, sell, re-sell, visit, or otherwise exploit the Website for any commercial purpose. Further, you may not reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Website.

6.4 Attribution and Ownership

LMGPROS’s names, logos, designs and slogans are the trademarks and service marks of LMGPROS or its affiliates or licensors. You must not use such marks without the permission of LMGPROS. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners. Except as otherwise expressly stated, all Materials appearing on the Website are the copyrighted work of LMGPROS or its users or third-party content suppliers (including Providers) and are protected by U.S. and international copyright laws and treaties. All use of the names, logos, designs and slogans and all goodwill arising out of such use will inure to LMGPROS’s benefit.

6.5 Aggregated Data

Notwithstanding anything to the contrary, LMGPROS shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Website and related systems and technologies (“Aggregated Data”), and LMGPROS will be free to: (i) use Aggregated Data to improve and enhance the Website and for other development, diagnostic and corrective purposes in connection with the Website and other LMGPROS products and services; and (ii) disclose Aggregated Data solely in de-identified form in connection with LMGPROS’s business, products and services. LMGPROS shall own all right, title, and interest in and to the Aggregated Data.

7. Prohibited Uses, Access and Interference

7.1 Prohibited Access and Interference. You shall not:

• Use the Website in any manner that could damage, disable, overburden, or impair any server or the Website, or the network(s) connected to any server or the Website.
• Attempt to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means.
• Attempt to access systems, data or information not intended by LMGPROS or Provider to be made accessible to a user.
• Use the Website to obtain or attempt to obtain any materials or information through any means not intentionally made available by LMGPROS or Provider.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Probe, scan, test the vulnerability of or breach the authentication measures of, the Website or any related networks or systems.
• Use any robot, spider, scraper, crawler, robot or other automated or manual means to access the Website or copy any content or information on the Website.
• Access the Website for the purpose of developing, marketing, selling, or distributing any product or service that competes with or includes features substantially similar to the Website.
• Violate any applicable local, state, provincial, federal, or international law or regulation, or use the Website for any illegal, unauthorized, or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights.
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Website.
• Provide use of the Website on a service bureau, rental, or managed services basis, provide, or permit other individuals or entities to create Internet “links” to the Website or “frame” or “mirror” the Website on any other server, or wireless or Internet-based device.·   Otherwise attempt to interfere with the proper working of the Website.

7.2 Other Prohibited Activities and Content. You must not:

• Use the Website for any unlawful, unauthorized, fraudulent, illegal or malicious purpose.
• Upload or transmit any Material that is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy, publicity, confidentiality or intellectual property rights.
• Create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any LMGPROS or Provider representative, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements).
• Delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature.
• Use the Website’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text).
• Upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, commercial or otherwise.
• Upload files that contain or otherwise introduce viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.
• Upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party.
• Delete or revise any Material posted by any other person or entity unless such Material is incorrect and you are permitted to delete or revise it.
• Manipulate or otherwise display the Website by using framing, mirroring or similar navigational technology or directly link to any portion of the Website.
• Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services if you are not expressly authorized by such party to do so.
• Use the Website to harvest or otherwise collect information about others, including without limitation e-mail addresses.

7.3 Enforcement

LMGPROS reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of the user’s access and/or account. LMGPROS may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, LMGPROS reserves the right at all times to disclose any information as LMGPROS deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in LMGPROS’s sole discretion.

8. Consent to be Contacted

Notwithstanding any current or prior election to opt in or opt out of receiving automated telephone calls, SMS messages or other messaging from LMGPROS, our agents, representatives, affiliates, anyone calling on our behalf or the Provider regarding the Website or Provider Services, neither LMGPROS nor a Provider will contact without your consent or as otherwise permitted by applicable law (including the Telephone Consumer Protection Act of 1991). If you submit your information and request to be contacted, you expressly consent to be contacted by LMGPROS, a Provider, our agents, representatives, affiliates, anyone calling on behalf of the foregoing (an “Approved Contact”) for any and all purposes arising out of or relating to the purpose for which you submitted the request at any telephone number or physical or electronic address (including email) you provide. Automated messages may be played when the telephone is answered whether by you or someone else. In the event that an Approved Contact calls, the Approved Contact may also leave a message on your answering machine or voice mail or send SMS messages (including text messages).  By agreeing to be contacted, you consent to receive SMS messages (including text messages), calls, messages (including prerecorded and artificial voice and autodialed) or other messaging from  the Approved Contacts at the specific number(s), email address(es) or other contact information you provided to LMGPROS, or numbers or email addresses which LMGPROS can reasonably associate with your account (through skip trace, caller ID capture or other means), with information or questions about the purpose for which you submitted the request. You certify, warrant and represent that the telephone numbers and email addresses that you have provided to LMGPROS are your contact numbers. You represent that you are permitted to receive calls and emails at each of the telephone numbers and email addresses you have provided to LMGPROS.  You agree to promptly alert LMGPROS whenever you stop using a particular telephone number or email addresses.  Your cellular or mobile telephone provider will charge you according to the type of plan you carry and additional message and data rates may apply. LMGPROS may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we listen to and record calls for quality monitoring purposes. Depending on where you live, we may require additional consent from you to listen to and record calls.

9. Right to Monitor the Website

LMGPROS neither actively monitors general use of the Website under normal circumstances nor exercises editorial control over the content of any Provider Website, third party’s website, e-mail transmission, news group, or other material created or accessible over or through the Website. However, LMGPROS does reserve the right to monitor such use at any time as it deems appropriate and to remove any materials that, in LMGPROS’s sole discretion, may be illegal, may subject LMGPROS to liability, may violate these Terms of Service, or are, in the sole discretion of LMGPROS, inconsistent with LMGPROS’s purpose for the Website.

10. Dealings with Third Parties

To the extent that any of the Materials included on the Website are provided by Provider, users or third party content providers, LMGPROS has no editorial control or responsibility over such Materials. Therefore, any opinions, statements, services or other information expressed or made available by third party suppliers on the Website are those of Provider, such users or third party suppliers. The Website may contain links or connections to or advertisements for other websites, products or services, including Provider Services (“Third Party Sites”) owned, hosted or licensed by a third party, including a Provider (each, a “Third Party Provider”). Direct Service does not endorse, sanction or verify the accuracy or ownership of the information contained in/on any Third Party Site or any products or services advertised on Third Party Sites. If you decide to leave the Website and navigate to Third Party Sites or link to any products or software, install any software or download content from any such Third Party Sites, you do so at your own risk. Once you access a Third Party Site through a link on the Website, you may no longer be protected by these Terms of Service, and you may be subject to the terms and conditions or privacy policy of such Third Party Site. You acknowledge that any terms and conditions governing your use of such Third Party Sites are solely between you and the applicable Third Party Provider and that Direct Service is not a party to any agreement between you and any Third Party Provider. You should review the applicable policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Website, or relating to any software you use or install from a Third Party Site. Concerns regarding a Third Party Site, including with respect to its privacy and data security practices, should be directed to the Third Party Site itself. Direct Service bears no responsibility for any action associated with any Third Party Site. Direct Service reserves the right to change, at any time with or without notice to you, which Third Party Sites, if any, that the Website uses or is linked to.

11. Changes to the Website

We may update the Website (including any Materials) from time to time; however and we are under no obligation to update the Website or any Materials.

12. No Guarantees or Endorsements; Disputes Between or Among Users

12.1 No Matching Guarantee

LMGPROS does not guarantee that your service or product needs will be matched with a Provider or that there are Providers in your area who are able or willing to complete your needs. LMGPROS makes no representations or guarantees regarding the skills, quality or pricing of any Providers. LMGPROS does not endorse or recommend any particular Provider and it is entirely your decision whether to enter into an agreement with a Provider. LMGPROS does not warrant Provider performance or guarantee the outcome or quality of the service performed or product acquired. Your rights under the contracts you enter into with the Providers are governed by the terms of such contracts and by applicable laws. LMGPROS is not a party to any agreements between or among you, Providers, or other third parties. Should you have a dispute with any Provider, you must address such dispute with the Provider directly. No agency, partnership, joint venture, or employment is created as a result of these Terms of Service or any user’s or Provider’s use of any part of the Website, including but not limited to any scheduling or other Provider Services. Neither LMGPROS nor any Provider or users of the Website may direct or control the day-to-day activities of the other or create or assume any obligation on behalf of the other. You and each Provider are required by these Terms of Service to provide accurate information.

12.2 No Verification Guarantee

Any reference on the Website to a Provider being licensed or credentialed in some manner, or “best of,” “top,” “background checked” (or similar language) designations indicates only that the user has completed a relevant account process or met user review standards. Any such description is not an endorsement, certification or guarantee by LMGPROS and is not verification of their identity and whether they or their Provider Service is licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Website. LMGPROS does not review or verify the information or representations set forth by a Provider in its profiles and bids. You should always exercise responsibility, due diligence and care when deciding whether to have any interaction with any other user. LMGPROS has no responsibility for any damage or harm resulting from for your interactions with other users.

12.3 No Licensure Guarantee

LMGPROS does not make any representations or warranties that the Provider is appropriately licensed, free of significant state-level civil legal judgments, or carry appropriate general liability insurance or bonding at any time. LMGPROS does not represent or warrant that information received from state or other government agencies or from third-party sources is accurate, error free or up to date.

13. Disclaimer; Non-Reliance

We may update the Website (including any Materials) from time to time; however and we are under no obligation to update the Website or any Materials.

13.1 Waiver

The Materials and other information contained on the Website have been prepared by LMGPROS as a convenience to its users and is not intended to constitute advice or recommendations upon which a user may rely. LMGPROS has used reasonable efforts in collecting, preparing and providing quality information and material, but makes no warranty or guarantee about the accuracy, completeness, or adequacy of the Materials or other information contained in or linked to the Website or any other website maintained by LMGPROS. YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. ALL CONTENT, MATERIALS AND SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITH ALL FAULTS.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LMGPROS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE AND SATISFACTORY QUALITY. LMGPROS MAKES NO WARRANTY THAT THE WEBSITE IS ACCURATE; YOUR USE THEREOF WILL BE TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED; OR THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE WEBSITE WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.

13.2 Non-Reliance

USERS RELYING ON THE MATERIALS OR OTHER INFORMATION FROM THE WEBSITE DO SO AT THEIR OWN RISK. ALL CONTENT, INFORMATION AND OTHER MATERIALS MADE AVAILABLE THROUGH THE WEBSITE ARE MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL SUCH CONTENT, INFORMATION AND OTHER MATERIALS BEFORE TAKING OR OMITTING ANY ACTION. YOU SHOULD NOT RELY ON THE WEBSITE AND YOU SHOULD NOT USE THE WEBSITE FOR ADVICE OF ANY KIND. LMGPROS DOES NOT REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY OPINION, STATEMENT OR OTHER INFORMATION PROVIDED BY A PROVIDER OR ANY USER OR THIRD PARTY, OR REPRESENT OR WARRANT THAT, AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT, YOUR USE OF THE MATERIALS OR ANY OTHER CONTENT, INFORMATION OR OTHER MATERIALS DISPLAYED ON THE WEBSITE OR REFERENCED CONTENT OR SERVICE PROVIDERS WILL NOT INFRINGE RIGHTS OF ANY THIRD PARTY.

13.3 Applicability

THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE RIGHTS UNDER APPLICABLE LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED.  ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

14. Limitation of Liability

14.1 Limitation of Liability

YOU UNDERSTAND AND AGREE THAT LMGPROS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF LMGPROS HAS BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE THE WEBSITE, SERVICES OR CONTENT, THE COST OF OBTAINING SUBSTITUTE PRODUCTS OR SERVICES RESULTING FROM ANY LOSS OF DATA, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE (INCLUDING BETWEEN YOU AND A PROVIDER), OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE WEBSITE, SERVICES OR CONTENT. IN NO EVENT SHALL LMGPROS’S TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OF SERVICE OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE WEBSITE, INCLUDING ANY MATERIALS, EXCEED ONE THOUSAND DOLLARS ($1,000).

14.2 Provider Services

IN NO EVENT WILL LMGPROS BE LIABLE TO YOU FOR ANY PROVIDER SERVICES, REGARDLESS OF WHETHER THE THIRD PARTIES SERVICES ARE RELATED TO OR RESULT FROM YOUR ACCESS TO OR USE OF A PROVIDER WEBSITE.

14.3 Applicability

THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW.  THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

15. Notices

Any notices to you from LMGPROS regarding the Website or these Terms of Service will be posted on the Website or made by e-mail or regular mail.

16. Electronic Communications

When you visit the Website or send e-mails to us, you are communicating with us electronically. Subject to Section 8, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms of Service.

17. Binding Arbitration and Class Action Waiver

17.1

ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS OF SERVICE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS TOS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $20,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

17.2

The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Travis County, California or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

17.3

WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN TRAVIS COUNTY, California. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

17.4

Notwithstanding anything to the contrary, you and LMGPROS may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 17.

17.5

If LMGPROS implements any material change to this Section 17, such change shall not apply to any claim for which you provided written notice to LMGPROS before the implementation of the change.

18. Legal Compliance

You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including U.S. export laws and import and use laws of the country where the Website is delivered or used and that you are not: (i) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (ii) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

19. Procedure for Making Claims of Copyright Infringement

If you believe that your work has been made available through the Website in a way that constitutes copyright infringement, please provide LMGPROS’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Website; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you 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. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact LMGPROS’s Agent for Notice of Copyright Claims. LMGPROS’s Agent for Notice of Copyright Claims can be reached as follows:

LMGPROS INC Attn: Legal 1856 Ridgeview Dr Roseville, CA 95661 Phone Number: (818) 722-9241 Email: info@lmgpros.com

20. California Users & Residents

In accordance with California Civil Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

21. General Provisions

21.1 No Third Party Beneficiaries

There shall be no third-party beneficiaries to these Terms of Service.

21.2 Interpretation

Any headings, titles, and captions used in these Terms of Service are for reference purposes only and should not have any effect on the interpretation or enforceability of these Terms of Service. For purposes of these Terms of Service: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) words denoting the singular have a comparable meaning when used in the plural and vice-versa; and (d) words denoting any gender include all genders.

21.3 Entire Agreement

These Terms of Service, the Privacy Policy, and other policies LMGPROS may post on the Website constitute the entire agreement between LMGPROS and you in connection with your use of the Website and supersedes any prior agreements between LMGPROS and you regarding use of the Website, including prior versions of these Terms of Service.

21.4 Governing Law; Jurisdiction; Venue

These Terms of Service are governed by the laws of the State of California, USA, and controlling United States federal law without regard to any conflicts of law provisions.

21.5 Severability of Provisions

All parts of these Terms of Service apply to the maximum extent permitted by law.  We both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce to the extent permitted by law. The invalidity of part of these Terms of Service will not affect the validity and enforceability of the remaining provisions.  The section headings are for convenience and do not have any force or effect.

21.6 No Agency Relationship

Neither these Terms of Service, nor materials or features of the Website create any partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.

21.7 Remedies

You agree that any violation, or threatened violation, by you of these Terms of Service constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate.  These remedies are in addition to any other remedies we may have at law or in equity.