TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement ("Agreement") is made between PulteGroup, Inc., a Michigan corporation, on its own behalf and on behalf of its Affiliates Centex Homes, a Nevada general partnership ("Company"), and any person ("you") who completes the registration process to open and maintain an account on Company's BuildWithPulte.com vendor information exchange web site (the "Service").

By clicking the "I ACCEPT" button below, you are stating that you have read and understand this Agreement and agree to be bound by all of the terms of this Agreement, as it is updated and in effect from time to time. If you do not agree to all of the terms of this Agreement, you must click the "I DO NOT ACCEPT" button below, and you will not be able to access or use any part of the Service.

  1. The Service and Registration
    1. Description. Company owns and shall retain all rights, title and interests, including all intellectual property rights, in and to the Service, and all elements thereof. The Service is protected by applicable U.S. and intellectual property laws. Your access to the Service is licensed and not sold. The materials accessible on the Service are original copyrighted materials owned by Company or its subsidiaries and/or affiliates. In consideration of your performance of the obligations under this Agreement, Company grants you a limited, nontransferable, nonexclusive, revocable right to access and use the Service, subject to the terms and limitations set forth in this Agreement. All rights not expressly granted you herein are reserved. You may not otherwise use, copy, modify, distribute, republish, or transmit any of the content or materials from this web site without the written permission of Company. Use beyond the limited license granted to you will be subject to all legal remedies available to Company. Infringing parties may be responsible for actual or statutory damages, recovery of attorneys’ fees and other remedies if Company takes enforcement action.
    2. Accessibility. You agree that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation:
      1. equipment malfunctions;
      2. periodic maintenance procedures or repairs which Company may undertake from time to time; or
      3. causes beyond the control of Company or which are not reasonably foreseeable by Company.

  2. Representations and Warranties You represent and warrant to Company that:
    1. you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under this Agreement and, if you are entering into this Agreement on behalf of a corporation or other legal entity, to act for and on behalf of such entity;
    2. you will comply with all terms and conditions of this Agreement including, without limitation, the Acceptable Use Policy set forth in Section 3; and
    3. all registration information provided by you is accurate and complete in all respects.

  3. Acceptable Use Policy You are solely responsible for any and all acts and omissions that occur under your account or password. You agree to use all information and documents posted to or obtained from the Service solely for the purpose of doing business with Company and for no other purpose, and you agree to post only such information and documents as are necessary and pertinent to such business. You agree not to engage in any unacceptable use of the Service, which includes, without limitation, use of the Service to:
    1. disseminate or transmit unsolicited messages, chain letters or unsolicited commercial email;
    2. disseminate or transmit material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious;
    3. disseminate or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person;
    4. create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication;
    5. export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions;
    6. interfere, disrupt or attempt to gain unauthorized access to other accounts on the Service or any other computer network;
    7. disseminate or transmit viruses, trojan horses or any other malicious code or program; or
    8. engage in any other activity deemed by Company to be in conflict with the spirit or intent of this Agreement.

  4. Limitations
    1. Security. You are solely responsible for the security, confidentiality and integrity of all messages and the information and content that you receive or transmit through the Service. You are solely responsible for any authorized or unauthorized access to your account by any person. Whether Company provides your password or you create your own, Company will not share your password with any party. You agree to bear all responsibility for the confidentiality and security of your password and all use or charges incurred from use of the Service with your password, including any use or charges you may subsequently contend were not unauthorized by you.
    2. Privacy. It is the policy of Company to respect your privacy. Company will not monitor, edit, or disclose any personally identifiable information about you or your account, including its contents, without your prior consent unless Company has a good faith belief that such action is necessary to:
      1. comply with legal process or other legal requirements of any governmental authority;
      2. protect and defend the rights or property of Company;
      3. enforce this Agreement; or
      4. protect the interests of users of the Service other than you or any other person.
      For a more detailed description of the types and uses of personal information collected from you, please read Company's Privacy Policy. Company’s Privacy Policy is incorporated in this Agreement by reference, but this Agreement shall govern any conflict or inconsistency with such Privacy Policy.

  5. Termination This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated. You may terminate this Agreement at any time and for any reason. Company reserves the right, in its sole discretion and without notice, at any time and for any reason, to:
    1. remove or disable access to all or any portion of the Service;
    2. suspend your access to or use of all or any portion of the Service; and
    3. terminate this Agreement.

  6. Disclaimer of Warranties THE SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES COMPANY MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT AND/OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE. COMPANY DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DOCUMENTS THAT YOU OBTAIN FROM THE SERVICE, AND YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF SUCH INFORMATION OR DOCUMENTS PRIOR TO USING SAME FOR THE PERFORMANCE OF SERVICES OR OTHERWISE IN YOUR BUSINESS WITH COMPANY.

  7. Limitation of Liability USE OF THE SERVICE IS OFFERED FOR CONVENIENCE ONLY. UNDER NO CIRCUMSTANCES WILL COMPANY OR ITS PARTNERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES OR OTHER REPRESENTATIVES, OR THEIR SUCCESSORS OR ASSIGNS, BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR UNDER ANY OTHER LEGAL THEORY, TO YOU OR ANY OTHER PERSON, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE OR OTHERWISE RELATING IN ANY MANNER TO THIS AGREEMENT. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER WILL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT.

  8. Indemnification You agree to indemnify, hold harmless and defend Company and its partners, and their respective directors, officers, employees, agents, affiliates and other representatives, and their successors and assigns, from and against any action, cause, claim, damage, debt, demand or liability (including, without limitation, reasonable costs and attorneys' fees) asserted by any person arising out of or relating to:
    1. this Agreement;
    2. your use of the Service, including any data or work transmitted or received by you; and
    3. any libelous, slanderous, indecent or other statement concerning any person made or republished by you.

  9. Miscellaneous
    1. Law and Jurisdiction. This Agreement will be governed by the laws of the State of Michigan and the United States of America, without giving effect to any principles of conflicts of laws that might require the application the laws of another jurisdiction. You expressly agree that any litigation arising between you and Company related, in any way, to the Service and/or this Agreement, and/or any and all disputes, actions, claims, or causes of action related thereto, shall be initiated and maintained only in the U.S. District Court for the Eastern District of Michigan, Southern Division, and/or the Circuit Court of the County of Oakland, Michigan. You expressly consent and irrevocably submit to the exclusive personal jurisdiction and venue of such courts.
    2. Amendment. Company will have the right, at any time and without notice, to add to or modify the terms of this Agreement and Company’s Privacy Policy, simply by posting such amended terms herein. Your access or use of the Service after the date such amended terms are posted will be deemed to constitute your acceptance of such amended terms.
    3. Waiver and Severability. No failure or delay in exercising or enforcing any right or remedy hereunder by Company will constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement will remain enforceable.
    4. Survival. The respective rights and obligations of the parties under Sections 2, 3, 4, 6, 7, 8 and 9 shall survive any termination or expiration of this Agreement.