MEMBER ACCOUNT TERMS OF USE

These terms and conditions govern every aspect of the relationship between you and TaskGuru LLC
(referred to herein as "the Company", "we" or "us"). As used herein, the terms "you," "your" and "yourself"
shall mean collectively you, your company and any of your company's affiliates, successors and assigns,
agents, employees, representatives, subcontractors and any individuals performing work on your behalf.
References to the Company's Website include any and all websites owned, operated or maintained by us
now or in the future. 1. Subscription 1.1. By enrolling in the Company's program described herein,
establishing an account with us ("Enrollment"), and using our lead referral service ("our Service"), you
agree to these Terms and Conditions, forming a legally binding contract with us which controls your use of
our Service and the Website 1.2. We developed and maintain this Website and other websites to obtain
requests ("Leads") from individuals or entities ("Consumers") that request construction, home and building
repair work or services (“Home Improvement Services"), which Leads we sell to a network of qualified
contractors who subscribe to our service. We may also obtain Leads from our affiliates or third parties,
and provide your contact information, as shown in your Profile, to a Consumer. 1.3. Upon Enrollment, you
will complete our standardized Enrollment form, providing information about yourself and your company,
which information you will then save to our Website. You will indicate the particular Home Improvement
Services that you are willing and able to provide, and the zip code(s) or geographic area(s) in which you
are willing and able to provide Home Improvement Services ("Service Area"). We will use such
information to create your Website profile (your "Profile"). You will also register a credit card and authorize
us to charge all amounts billed to you under this Agreement to such credit card. 2. Pricing, Payment and
Refund Terms 2.1. Upon Enrollment, we will initiate a Member Account for you (your "Account") and, at
your selection, debit your Credit Card your established weekly spending budget (a minimum of $300
weekly budget is required per parent trade selected). Member accounts are pre-paid accounts with
weekly budgets established by you. Each time a Lead is sold to you, your account balance will be
debited for the cost of the lead. Weekly budgets are auto-replenished (and the credit card online is
charged) to the budget set by you in your account each week. All amounts prepaid to your Account
and all credits to your Account are non-refundable. 2.2. The purchase price of each Lead is based upon
the type of Home Improvement Services requested by a Consumer, as set forth in the pricing schedule on
the Website. You will be notified of any changes to the pricing schedule not less than seven (7) days prior
to the effective date of any such change. Upon Enrollment, you will select the maximum dollar value of
Leads that you agree to purchase each week ("Weekly Lead Budget"). You may change your Weekly
Lead Budget by modifying your Account. We will automatically provide you with Leads up to the dollar
value established by you from time to time. To ensure that all funds in your account are used to purchase
leads, you agree and authorize us, in our sole discretion, to provide leads for you with a value up to fifty
dollars ($50) in excess of your Weekly Lead Budget. We may periodically provide discounts and incentive
programs to you, the terms of which shall be limited to that particular discount or incentive program which
shall not otherwise modify the terms of these Terms and Conditions. 2.3. We will issue an invoice to you
whenever your outstanding balance due on your Account exceeds Fifty Dollars ($50.00) or, in our sole
discretion, some higher amount for which you shall from time to time qualify based upon your good
payment history. We will also issue an invoice to you when you begin any week with a balance due. You
can access an electronic statement of your Account through the Website. Past due balances will be
subject to a late charge of Nine Dollars ($9.00) plus two percent (2%) per month or the maximum amount
permitted by law. In addition, each returned payment shall incur a twenty dollar ($20.00) fee. We may turn
over a past-due account to a third-party collection agent or counsel and file a report with credit rating
agencies. 2.4. We have no obligation to provide you with a refund or credit for any Leads, whether or not
a Consumer elects to use your Home Improvement Services. In our sole discretion, we may issue a credit
to your Account, if 2.4.1. You receive one or more Leads in the wrong Construction Service category,
provided, however, we may adjust the purchase price in lieu of providing a credit; 2.4.2. You receive a
Lead with a non-working or incorrect phone number or incorrect email address or where the Consumer
provided a false name; provided, however, we will not provide a credit if the Lead does not have the
correct address but all other information is correct; 2.4.3. We determine that the Consumer never
requested to be placed in contact with a contractor or sought information through us pertaining to Home
Improvement Services; and 2.4.4. Our system provided a Lead in error. 2.5. All credits to your account
shall be issued at the Company's discretion, and only if requested within seventy-two (72) hours after
delivery of notification of the Lead to you. Any credit for a Lead shall be deducted from your unpaid
invoice in an amount equal to the purchase price of the Lead for which the credit was requested. If the
invoice for the lead for which you are requesting credit was already paid, then the credit shall be applied
to the current open invoice. No credits will be issued as refunds for leads in which the invoice has already
been paid. Notwithstanding any credits to your Account, you acknowledge and agree that you are
obligated to pay for all Leads provided by us and credits can only be applied to the future purchase of
Leads. By agreeing to these Terms and Conditions, you acknowledge and agree that you understand our
refund and credit policy. Any and all fees paid by you to us constitute an advertising fee and shall not be
construed to be a referral commission dependent on your successful completion of Home Improvement
Services requested by a Consumer. In the event a fee or payment is prohibited by law or violates any
applicable law, it shall not be due or payable. 2.6. Lead Credits are issued to a TaskGuru member at our
discretion and cannot be transferred between accounts or between users. Lead Credits cannot be
bartered, exchanged or sold. Lead Credits are a promotional offer and are not payment instruments. Lead
Credits are issued without any exchange of money or value from you and you have no vested property
right or interest in them. Lead Credits are provided on a promotional basis only, have no cash or other
value and cannot be redeemed for cash or its equivalents by themselves. We reserve the right to limit or
cancel your Credits in our sole discretion if we determine that you have violated these Terms of Service,
or if we terminate your account for any reason. Lead Credits are only valid during your membership with
TaskGuru and will expire upon membership termination. 3. Leads 3.1. We have developed, own and
maintain confidential, proprietary technology and software that determines the distribution of Leads to
contractors in our network. 3.2. YOU EXPRESSLY UNDERSTAND AND AGREE TO THE FOLLOWING
LIMITATIONS: 3.2.1. WE DO NOT GUARANTEE TO PROVIDE YOU WITH A PARTICULAR NUMBER
OF LEADS; 3.2.2. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO A CONSUMER'S
INTEREST, NEED OR DESIRE TO HIRE A CONTRACTOR OR TO HAVE ANY Home Improvement
Services PERFORMED; 3.2.3. WE DO NOT GUARANTEE THE ACCURACY OF A CONSUMER'S
CONTACT INFORMATION OR THAT YOU WILL SUCCESSFULLY CONTACT THE CONSUMER. 3.2.4.
THE COMPANY IS NOT A PARTY TO ANY AGREEMENT THAT MIGHT BE REACHED BETWEEN YOU
AND ANY CONSUMER AND YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER TO
WORK FOR, OR TO PROVIDE Home Improvement Services FOR, ANY CONSUMER. 3.3. Upon
Enrollment, you select the method(s) by which we deliver a notification to you of Leads. You acknowledge
that some delivery methods depend upon third-party technology and agree that we not responsible for the
interruption of such technology, or for the results therefrom, including failure to deliver notification of a
Lead to you. You understand that you can check for notification of, and information about, a Lead by
logging into your Account. Under no circumstances shall we be responsible for lost data relating to any
Leads. 3.4. You acknowledge that your prompt contact of Consumer for whom you have been provided a
Lead is critical to our business reputation and you thus agree to use your best efforts to contact a
Consumer for whom you have been provided a Lead by phone promptly after we deliver notice of such
Lead to you, and you further acknowledge that your agreement to promptly contact such Consumers is a
material inducement for our agreement to provide Leads to you. 3.5. You understand that we may use
third-party technology to track and create a record of your attempts to call Consumers by phone for whom
you have been provided a Lead and you consent to our use of such technology. Notwithstanding anything
in these Terms and Conditions to the contrary, you shall not be eligible to receive any credit if you fail to
attempt to contact a Consumer by phone within five (5) Business Hours of delivery of a Lead. Business
Hours are defined as any hour between and including 9:00 a.m. and 5:00 p.m. in the Consumer's Service
Area. 3.6. You will only be provided with Lead for a Consumers who reside in your Service Area, and you
acknowledge that we may sell each Lead with respect to a single Consumer simultaneously to up to three
contractors that provide Home Improvement Services in that Consumer's Service Area. 4. Use of the
Website 4.1. Consumers may review, comment and rate your work on the Website ("Consumer Content").
We reserve the right to contact any Consumer regarding that Consumer's experience with you. You
acknowledge that all Consumer Content is solely the opinion of the person posting the Consumer Content
and we disclaim any and all responsibility or liability to you for all Consumer Content posted on the
Website. You agree that neither you nor anyone affiliated with you or paid by you, directly or indirectly, will
post false, intentionally misleading or defamatory statements in the form of Consumer Content on the
Website. We shall have sole discretion whether to remove any Consumer Content. 4.2. Any and all
comments you post to the Website (collectively, "Your Comments") shall be owned solely by us, and you
grant us a non-exclusive, worldwide, irrevocable, perpetual license to use any and all information and/or
images you provide to us to create your Profile, including, but not limited to your name, your company's
name, franchise name, photographs, trademarks, logos, trade names or service marks (all of the
foregoing, including Your Comments, collectively, "Your Content") and we may use, publish or post Your
Content or any part of it at our sole discretion on the Website, in your Profile or in marketing materials and
you agree that you are not entitled to receive any compensation for our use of Your Content. 4.3. You
represent (i) all of Your Content is accurate and truthful; (ii) any and all photographs that become part of
Your Content portray only your Home Improvement Services; and (iii) that no part of Your Content is
copyrighted or is otherwise the intellectual property of any other party, and you understand and agree that
you will indemnify the Company against all claims of liability, including but not limited to legal costs and/or
any judgment or award, that may arise by virtue of your violation, whether or not intentional, of this
provision. 4.4. You agree that you will not post false or defamatory statements or to violate any third
party's rights, including any breach of confidence, privacy right, right of publicity, or any other rights in
Your Comments on the Website. We may reject, remove or redact any of Your Content at our sole
discretion. 4.5. You may not use any of our trademarked, service-marked or copyrighted material unless
you have first been provided prior written authorization by the Company and such consent by the
Company neither conveys any interest in our intellectual property, nor any other intellectual property
rights. 4.6. You are expressly prohibited from registering any of our trademarks or domain names. 4.7.
You agree that you will not copy, display, publish, post or in any way use the Consumer Content, unless
we have consented to such use. 4.8. We may share Your Content with a third-party agent solely to
contact you with Leads, and for no other purpose. We reserve the right to disclose your information to our
service providers, law enforcement, or government agencies, or in responding to a formal request, such
as a judicial proceeding, subpoena, or court order as we, in our sole discretion, deem appropriate. In the
event of a sale, merger, or acquisition of some or all of the Company's assets, Your Content may be a
part of the assets transferred, in which event, we will notify you of any change in ownership of the
Company, or in the use of Your Content, and any options you may have regarding Your Content. We may
also share aggregated information about users of the Website with third parties. 4.9. We own the Website
Content, including but not limited to visual interfaces, interactive features, graphics, design compilation,
computer code, products, software, Consumer Content, Your Comments, and all other elements and
components of our Service and the Website and the copyrights, trademarks, service marks, trade names,
and other intellectual and proprietary rights throughout the world associated with the Company, the
Website and our Service. You represent and warrant that you are enrolling in our program for the sole
purpose of purchasing Leads in accordance with these Terms and Conditions, that you are not a
competitor of ours, that we have not previously banned you from the use of our Service or the Website and
that you will not attempt to circumvent access restrictions, duplicate, create derivatives or reverse
engineer the Company's confidential information, proprietary technology, system or software or any of the
Website Content or our Service. 5. Your Representations and Agreements Your use of the Website is
premised on your agreement with the following representations: 5.1. You represent that neither you nor
your predecessors in interest, majority or controlling shareholders, members, partners and/or your
company ("Related Parties") have, within the most recent two years including this year, filed for
bankruptcy, had a civil judgment entered against you or them or had any felony criminal conviction(s),
unless you have provided to us a written statement requesting an exception which we may grant at our
discretion to authorize you to enroll as a contractor on the Website. 5.2. If at any time during your use of
the Website, any of the Related Parties file(s) for bankruptcy or become(s) involved in bankruptcy
proceedings, have a civil legal judgment entered against it or is convicted of a felony, you agree to notify us
within seven (7) days of such occurrence. 5.3. You represent that you are not aware of any past or
present investigation of you, or action(s) or sanction(s) against you by any governmental or regulatory
authority relating to services provided to your customers, that no professional industry organizations have
denied or revoked your membership, that all of your licenses, bonds, and insurance policies related to
Home Improvement Services are current, and that no such licensing authority has either revoked or
suspended any of your licenses that are related to Home Improvement Services. You agree to notify us of
any changes to your status as represented in this paragraph, and you authorize us to verify that all of
these representations are true and accurate. 5.4. You agree to comply at all times with Federal, state and
local laws and regulations regarding your performance of Home Improvement Services. 5.5. You agree
not to use unethical or deceptive business practices, illegal acts, actions of wrongdoing or dishonesty
including, but not limited to, charging any Consumer(s) for the fees you pay to us; charging Consumers a
greater fee than your other customers for the same Home Improvement Services. 5.6. You agree that you
will not disclose a Consumer's personal information to any third party unless that third party is your
employee or subcontractor, your use of the Consumer's personal information is related only to the Home
Improvement Services requested by the Consumer, and you have obtained the Consumer's prior consent
to disclose such personal information. 5.7. You agree that only you or your representatives acting directly
on your behalf will contact and provide Home Improvement Services for any Consumers whose name
was given to you as a Lead, and to notify any such representatives of these Terms and Conditions and
obtain their Agreement to comply with its terms and conditions. You shall be responsible and directly
liable for any representatives acting on your behalf and for any and all of their violations of these Terms
and Conditions and their acts or omissions. 5.8. You acknowledge that except as specifically provided
herein, your knowingly sharing, distributing, transferring, or selling any Leads, or the information
contained therein, sold by us to you shall constitute a breach of these Terms and Conditions and may also
constitute fraud and violate personal privacy rights. 5.9. You agree to maintain accurate and current
contact information in your Profile and that we not responsible for a Consumer's inability to contact you.
5.10. YOU UNDERSTAND AND AGREE THAT THE COMPANY IS NOT A PARTY TO ANY CONTRACT
OR AGREEMENT RELATED TO ANY Home Improvement Services THAT YOU MAY PROVIDE TO OR
ON BEHALF OF ANY CONSUMER, AND YOU EXPRESSLY AGREE TO INDEMNIFY, DEFEND AND
HOLD HARMLESS THE COMPANY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, SUPPLIERS,
PARTNERS, EMPLOYEES, AGENTS AND EACH OF THEIR SUCCESSORS AND ASSIGNS
(COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ALL CLAIMS, LIENS,
DAMAGES, LIABILITIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO INTELLECTUAL
PROPERTY INFRINGEMENT, PERSONAL INJURY, PROPERTY DAMAGE, DECEPTIVE BUSINESS
PRACTICES, FRAUD, VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS,
AND ATTORNEYS' FEES AND COURT COSTS RELATED IN ANY WAY TO YOUR Home Improvement
Services WHICH ARE SUBJECT TO THESE TERMS AND CONDITIONS, INCLUDING ANY EXTRA
WORK, REGARDLESS OF CAUSE OR ANY OF ITS INDEMNIFIED PARTIES' FAULT OR NEGLIGENCE
AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT,
STRICT LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR
PASSIVE BY ANY OF THE INDEMNIFIED PARTIES. WE SHALL NOT BE LIABLE TO YOU FOR ANY
CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE,
LOST PROFITS OR LOSS OF GOODWILL. THE TOTAL AGGREGATE LIABILITY OF THE COMPANY
SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO US BY YOU DURING THE
IMMEDIATELY PRECEDING TWELVE (12) MONTHS, REGARDLESS OF THE BASIS OR FORM OF
CLAIM. 5.11. OUR SERVICE AND THE LEADS ARE PROVIDED TO YOU "AS IS" AND EXCEPT AS
EXPRESSLY PROVIDED HEREIN, WE DISCLAIM ANY AND ALL OTHER EXPRESS OR IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 5.12. We may amend the terms of these
Terms and Conditions from time to time, and we will notify you of any amendments by making the revised
version available on the Website and by sending you, via electronic mail, a copy of the amended Terms
and Conditions not less than seven (7) days before the effective date of such amendment. You
understand and agree that your continued access to and use of the Website and our Service after the
effective date of any amendment indicates your acceptance of the amended Terms and Conditions.
Unless otherwise provided herein, any and all notifications required to be provided under these Terms and
Conditions shall be solely delivered via email. You may provide notice to us at: info@taskguru.com 5.13.
We may terminate your use of this Website and suspend your rights under this Agreement at our sole
discretion upon notice to you and such termination shall be effective upon sending of that notice. We may
also, at our discretion and without notice to you, immediately terminate your use of this Website and
initiate legal action or proceedings against you to obtain appropriate damages or remedies such as lost
revenue, repairs, legal fees, expenses, costs or seek injunctions or equitable relief if we determine that
you have misused, or attempted to misuse, the Company's system or database, our Service, Consumers'
personal information, or use of the Website for illegal or harmful activities, or breach or violation of these
Terms and Conditions. 5.14. You may, at any time, terminate your use of this Website upon the
Company's receipt of written notice and such termination shall take effect upon the close of business on
the day received. If such notice is received after business hours, then the termination shall take effect the
next business day. If you terminate this Agreement, you shall not be entitled to any refunds or credits to
your Account or amounts prepaid to the Company. 5.15. If your use of this Website terminates or expires,
these Terms and Conditions shall survive with respect to any Leads provided to you during the term of
this Agreement, and relationships you may create from those Leads will continue to be governed by these
Terms and Conditions, including, but not limited to, any claims that may arise and your obligation to
indemnify the Company. 5.16. You agree to be liable for any and all reasonable attorneys' fees and costs
that the Company incurs as a result of taking any legal action to enforce these Terms and Conditions,
which shall be governed exclusively by the laws of the State of Texas. You hereby consent and agree that
Travis County, Texas is the exclusive forum for litigation of any claim by your arising hereunder, and you
submit to exclusive jurisdiction in the State of Texas and waive any right to bring a cause of action in any
forum outside of Travis County, Texas. If any provision of these Terms and Conditions is deemed by a
court or other authority of competent jurisdiction to be illegal, invalid or in conflict with any Federal or state
or local law or regulation, that law or regulation shall supersede and control and any provision herein
found to be illegal, invalid or in conflict shall not be enforceable. 5.17. This agreement constitutes a
nonexclusive contract to provide our Service to you and you acknowledge that we will enter into other
agreements with other contractors that may be providing similar Home Improvement Services. 5.18. Your
relationship with the Company shall be as that of an independent contractor and neither party shall hold
itself out to be an agent, employee, partner or joint venturer of the other nor shall either party represent
itself to have authority to act on behalf of the other. You should print out and keep a copy of this
Agreement for your records.