TERMS OF USE FOR THE SELECTIONWARE ^TM WEB SITE

(CONSUMERS WITH AUTHORIZED PASSWORDS)

Welcome! Custom Partnership Network, Inc. ("CPN") is proud to bring you the SelectionWare.com web site. By clicking on "Accept" or by visiting or using the SelectionWare.com web site you agree to the following Terms of Use for the SelectionWare.com web site governing use by consumers with authorized passwords ("Terms of Use") and acknowledge that these Terms of Use constitute a binding contract between you and CPN.

IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, YOU MUST NOT CLICK ON "ACCEPT" OR VISIT OR USE THE SELECTIONWARE.COM WEB SITE.

As a Builder, this document further constitutes a Builder License Agreement with
Custom partnership network, inc.
7425 E. 86th Street
INDIANAPOLIS, IN 46256

Introduction

CPN reserves the right to modify these Terms of Use at any time in its sole discretion and without notice of any kind. You are responsible for reviewing these Terms of Use from time to time so that you will be apprised of any changes.

This Builder License Agreement is governed by the SelectionWare Builder License Agreement Standard Terms and Conditions which are incorporated herein by reference.

1. Grant of Non-Exclusive License. Subject to the terms of this Agreement, CPN grants Builder a non-exclusive, non-transferable, limited license during the term of the Builder License Agreement ("this Agreement") to access and use the SelectionWare.com website on the worldwide web through one authorized password issued by CPN. Builder may change its authorized password at any time by following the directions provided on the SelectionWare.com website. Builder will use the SelectionWare.com website solely in connection with Builder's business of building private single-family homes for individual home buyers. Builder will not use, or permit others to use, the SelectionWare.com website for any other purpose or activity without CPN's prior written consent. CPN grants and Builder receives no other rights or licenses to the SelectionWare.com website or any patent, copyright, trademark or other intellectual property rights pertaining thereto.
2. Payments. Builder will pay CPN the Enrollment Fee upon execution of this Agreement. Builder will pay CPN the Project License Fee prior to commencement of each new Project; provided, however, if Builder elects to purchase a Project Packet, Builder will pay CPN the Project Packet Fee prior to commencement of the Builder's initial Project. A "Project" is the building of a single home including a detached garage or other non-residential out-buildings but excluding additional guest-houses or additional residences (each of which will be considered a separate Project). A "Project Packet" consists of multiple Project licenses purchased at the same time. CPN may change the Project License Fees or Project Packet Fees at any time by posting the fees changes on the SelectionWare.com website. Any such changes will be effective sixty (60) days after posting and will apply to all purchases of Project License Fees and Project Packet Fees after the effective date.
3. Payment Terms. CPN may, in its sole discretion, extend credit to Builder by permitting Builder to pay Project License Fees or Project Packet Fees in specified installments over a specified period of time. CPN may condition the extension of credit on the results of a credit report, on obtaining Builder's audited or un-audited financial statements, or on any other factors at CPN's sole discretion. Builder hereby authorizes CPN to run credit reports on Builder as determined by CPN during the term of this Agreement. If CPN extends credit to Builder and Builder is late in making any payment when due, CPN may revoke Builder's credit by written notice to Builder, in which event Builder will pay all amounts due CPN in full within five (5) business days. All payments will be made in United States dollars. Any payments not made when due will bear interest at the rate of one and one-half percent (1.5%) per month or such other rate as required by law.
4. Client Passwords. Builder will provide the client password for each Project solely to the client for that Project. Clients may change their authorized password at any time by following the directions provided on the SelectionWare.com website.
5. Builder Profile. The SelectionWare.com website includes listings of service professionals such as home builders and contractors. Provided Builder is in compliance with all of the terms and conditions of this Agreement, CPN will allow Builder to post a profile about Builder and Builder's business on the SelectionWare.com website ("Builder Profile"). Profiles are provided as a public service and CPN does not guarantee that the Builder Profile will be viewed by prospective clients or that Builder will receive any business as a result of the Builder Profile. CPN is under no obligation to review or verify the information or representations in the Builder Profile or in the profiles of other service professionals. Builder represents and warrants that the Builder Profile accurately reflects Builder and Builder's business and that Builder intends in good faith to contract for all of the products or services described in the Builder Profile. Builder grants CPN a non-exclusive license to host, use, reproduce, modify, distribute, transmit, combine with information provided by third parties, and publicly display the Builder Profile on and through websites controlled by CPN (including but not limited to the SelectionWare.com website) and in CPN's advertising and promotional materials, and to sublicense the Builder Profile to third parties.
6. CPN Content and Third Party Content. The SelectionWare.com website contains information and materials originated by CPN (the "CPN Content"). CPN presents and makes the CPN Content available as a public service. CPN does not guarantee the accuracy, sufficiency, correctness, veracity, completeness, or timeliness of the CPN Content. The SelectionWare.com website contains information and materials from third parties and links to third party websites ("Third Party Content"). Third Party Content is not under the control of CPN and CPN is not responsible for Third Party Content or any changes or updates to Third Party Content. CPN provides Third Party Content only as a convenience and the inclusion of Third Party Content does not imply endorsement by CPN of the Third Party Content or of the third party. Builder may be subject to additional or different terms, conditions, and privacy policies if Builder uses Third Party Content.
7. Client Relationships. The SelectionWare.com website includes an area where a potential client can request that Builder or other service professionals contact them. Builder acknowledges that CPN is acting as a passive conduit for the transmission to and from Builder of communications and information. Builder grants CPN permission to disclose any or all of the information that Builder provides to CPN to potential clients and Builder expressly consents to being contacted by potential clients via phone, fax, e-mail, or mail at any of Builder's contact numbers or addresses even if Builder is listed on any federal, state, provincial or other "Do Not Call" lists. It is entirely up to Builder to enter into a direct contract or otherwise reach agreement with a client. Builder's rights under contracts Builder enters into with clients are governed by the terms of such contracts and by applicable federal, state, provincial and local laws.
8. Services. The SelectionWare.com website includes a service whereby Builder can communicate with home buyers, vendors and other service professionals regarding scheduling, selection of materials and other information ("CPN Services"). Builder acknowledges that CPN is acting as a passive conduit for the transmission of such information and communications and Builder grants CPN permission to disclose any or all of such communications and information to any person or entity. CPN is under no obligation to monitor, pre-screen or otherwise censor communications between Builder and home buyers, vendors, or other service professionals.
9. Evaluations. The SelectionWare.com website includes an area where, among other things, users can evaluate service professionals through a rating system and can exchange comments ("Public Content"). CPN is under no obligation to monitor, pre-screen, or otherwise censor Public Content. CPN does not guarantee the appropriateness, accuracy, sufficiency, correctness, veracity, completeness or timeliness of Public Content with respect to Builder, Builder's business or any other service professional. CPN may make evaluations and comments regarding Builder and other service professionals available solely for the convenience of Builders, other service professionals, home buyers and other consumers. Builder agrees that Builder will not post evaluations, ratings or comments regarding Builder, Builder's business or any other service professional. Builder further agrees that Builder will not disparage CPN or any CPN product or service, including without limitation the SelectionWare.com website. CPN may terminate this Agreement immediately upon notice to Builder if Builder fails to comply with the terms of this Paragraph.
10. Privacy Policy. Builder understands and agrees to the provisions of CPN's Privacy Policy in effect from time to time during the term of this Agreement. CPN may change its Privacy Policy at any time. Changes to CPN's Privacy Policy will be in writing and be posted on the SelectionWare.com website. Builder will check the terms of CPN's Privacy Policy periodically for updates and changes. In the event of a conflict between the terms of CPN's Privacy Policy and this Agreement, this Agreement will control.
11. Restrictions. Builder agrees that Builder will not (a) use the SelectionWare.com website, in whole or in part, for any unauthorized commercial purpose, for any unlawful purpose, or in any way prohibited by this Agreement; (b) create links from any website or web page to any page within the SelectionWare.com website without the prior express written permission of CPN, which permission may be granted or denied in CPN's sole discretion and, if granted, may be subject to certain additional terms and conditions; (c) modify, copy, distribute, transmit, display, perform, reproduce, publish, license, sub-license, create derivative works from, frame in another web page, use on any other website, transfer or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the SelectionWare.com website; (d) disassemble, decrypt, extract, reverse engineer, or decompile the SelectionWare.com website or software or otherwise attempt to discover any source code or underlying ideas, techniques or algorithms incorporated in the SelectionWare.com website or software; (e) use the SelectionWare.com website in any manner that could damage, disable, overburden, or impair the SelectionWare.com website or interfere with any other party's use and enjoyment of the SelectionWare.com website; (f) access or attempt to access password protected, secure or non-public areas of the SelectionWare.com website except for those areas which Builder is authorized access by issuance of a password by CPN (attempts to access prohibited areas may prosecuted). Builder further agrees that Builder will not use the SelectionWare.com website to: (t) post or transmit any content not related to appropriate subject matters; (u) post or transmit any content which is misleading to others, including consumers; (v) post or transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or is racially, ethnically or otherwise objectionable; (w) post or transmit any content that Builder does not have a right to post and transmit under any law or under contractual relationships; (x) post or transmit any content if doing so infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (y) post or transmit any materials that contain 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; or (z) intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law. CPN has the right (but not the obligation) in its sole discretion to refuse or remove any content that is posted by Builder (including without limitation the Builder Profile) to the SelectionWare.com website that CPN knows or suspects violates the terms of this Paragraph. Furthermore, if CPN suspects that Builder has breached the provisions of this Paragraph, CPN may prevent Builder's access to and use of the SelectionWare.com website, or any part thereof, with or without notice for a reasonable period of time while investigating such suspicions. CPN may terminate this Agreement immediately upon notice to Builder if Builder fails to comply with the terms of this Paragraph.
12. Ownership and Protection of Rights. CPN at all times retains ownership of the SelectionWare.com website and software, the CPN Content, the CPN Services, the SelectionWare, SelectionWare logo, Custom Partnership Network and Custom Partnership Network marks, and all intellectual property rights pertaining thereto, including without limitation any and all patent, copyright and trademark rights (collectively, the "Property"). Builder will not do, or permit to be done, any act that would impair CPN's rights in the Property. Builder will not attack CPN's rights in the Property or the validity of this Agreement during the term of this Agreement or thereafter. Builder will cooperate with CPN in protecting CPN's rights in the Property. If Builder becomes aware of any infringements or violations of CPN's rights in the Property, Builder will promptly notify CPN and cooperate with CPN in the prosecution of any legal action for infringement that CPN may choose to commence. CPN will bear all costs in prosecuting any legal action for infringement and will reimburse Builder for any reasonable out-of-pocket expenses over and above Builder's normal operating costs incurred by Builder in cooperating with CPN provided Builder supports its reimbursement request with receipts. CPN has the right to pursue any infringement or violation that it deems necessary or appropriate in its sole discretion and CPN is under no obligation to handle the infringement or violation to the satisfaction of Builder. Builder will not prosecute any legal action for infringement of the Property without CPN's prior written consent. If Builder suspects that any of the information or materials on the SelectionWare.com website (including without limitation Public Content and profiles posted by other service professionals) infringes the copyright of any other person or entity, Builder will promptly notify CPN and will cooperate with CPN's investigation of such potential infringement.
13. Confidentiality. Builder agrees that during the term of this Agreement, Builder will receive information regarding the CPN's affairs which CPN considers confidential ("Confidential Information"). Builder agrees not to disclose such Confidential Information to any third party except to its own employees and agents and only as necessary to perform its obligations or exercise its rights under this Agreement. Confidential Information does not include information which: (a) Builder is authorized in writing by CPN to disclose; (b) is generally known or becomes part of the public domain in the trade through no fault of Builder; or (c) is required to be disclosed by law or regulation or by proper order of a court of competent jurisdiction after adequate notice to CPN to seek a protective order, the imposition of which protective order Builder agrees to approve and support. The terms of this Agreement are Confidential Information of CPN.
14. Disclaimer. The information, materials and services provided on the SelectionWare.com website are provided for convenience only. Builder's use of and reliance upon any and all information, materials and services on the SelectionWare.com website (including without limitation CPN Content, Third Party Content, Public Content and CPN Services) is at Builder's sole risk. Such information, materials and services are provided on an "as is" and "as available" basis. CPN makes no guarantees or warranties, whether express, implied, or statutory, with respect to the SelectionWare.com website, the appropriateness, accuracy, sufficiency, correctness, veracity, value, completeness, or timeliness of information, materials or services provided on the SelectionWare.com website, or any other materials or services provided to Builder. CPN specifically disclaims all implied warranties of title, non-infringement, satisfactory quality, merchantability and fitness for a particular purpose (even if CPN has been informed of such purpose) with respect to the SelectionWare.com website and any use of the SelectionWare.com website. Without limiting the foregoing, CPN specifically disclaims (a) any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information, materials or services; (b) any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any communications, information or materials; and (c) any responsibility for any harm resulting from downloading or accessing any communication, information or materials on the SelectionWare.com website or on the Internet through the SelectionWare.com website. Further, by way of example, and not in limitation: (y) CPN does not represent or warrant that: (i) the functions performed by the SelectionWare.com website will meet Builder's requirements, (ii) the SelectionWare.com website will operate error-free in all circumstances or without operation interruptions, or (iii) defects in the SelectionWare.com website will be corrected; and (z) Builder is responsible for, and CPN makes no representation or warranty with respect to: (i) determining whether the SelectionWare.com website will achieve Builder's desired results, (ii) ensuring that any data input for the SelectionWare.com website is accurate, (iii) establishing data back-up procedures for Builder's information, communications and data, or (vi) establishing operational back-up procedures, including without limitation alternative plans for manual operations in the event that operation of the SelectionWare.com website is interrupted.
15. Limitation of Liability. In no event will CPN, its licensors or suppliers have any liability to Builder or any third party for any loss, expense, or damage, including without limitation consequential, incidental, special or punitive damages and including without limitation damages for loss of use, loss of data or for lost profits or lost revenue, caused directly or indirectly by the use or reliance upon information, materials or services provided on the SelectionWare.com website or accessed through the SelectionWare.com website, the use or performance of the SelectionWare.com website, or the delay or inability to use the SelectionWare.com website, whether based on contract, tort, negligence, strict liability or otherwise, even if CPN or any of its licensors or suppliers has been advised of the possibility of such loss, expense or damage and even if a remedy is found to have failed of its essential purpose. Any material downloaded or otherwise obtained through the use of the SelectionWare.com website is done at Builder's own discretion and risk and Builder will be solely responsible for any damage to Builder's computer system or loss of data that results from the download of any such material. Without limiting the foregoing, under no circumstances will CPN or its licensors or suppliers be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning. In no event will CPN's liability exceed the amount of the payments actually made by Builder to CPN under this Agreement in the six (6) month period preceding the date the claim arose.
16. Indemnification by CPN. Provided that Builder is in compliance with the terms of this Agreement, CPN agrees to defend Builder against any claims by a third party that Builder's use of the SelectionWare.com website infringes any United States patent, copyright or trade secret right of such third party, and CPN will pay any damages and expenses finally awarded by a court. Builder will notify CPN of any such claim within ten (10) days of receiving notice of such claim and provide reasonable assistance to CPN with respect to handling any such claim. CPN will have the sole right to defend, negotiate and settle any such claim. CPN may, at any time and at its option and expense: (a) procure the right of Builder to continue to use the SelectionWare.com website; (b) modify the SelectionWare.com website so as to avoid such infringement or (c) de-authorize Builder's and its client's current passwords for incomplete Projects and refund Builder the Project License Fee actually paid to CPN for those Projects. CPN will have no obligation to indemnify Builder with respect to any claim resulting from use of the SelectionWare.com website in combination with any other software or hardware if the infringement would not have occurred but for such combination. The foregoing will be Builder's sole remedy for any claims of infringement.
17. Indemnification by Builder. Builder represents and warrants that Builder owns or otherwise controls all rights to all content (including without limitation the Builder Profile) posted or transmitted by Builder to the SelectionWare.com website including without limitation all the rights necessary for Builder to post or transmit such content. Builder is responsible for use of the SelectionWare.com website by persons or entities that Builder has intentionally or negligently allowed to access Builder's password. Builder will ensure that all such persons or entities abide by the terms of this Agreement. Builder agrees to indemnify and hold harmless CPN and its licensors and suppliers, and each of their affiliates, subsidiaries, officers, directors, employees and agents, from any and all claims and demands made by any third party (including without limitation reasonable attorneys' fees incurred to defend such claims or demands): (a) due to or arising out of any information or materials submitted, posted, or otherwise provided by Builder (including without limitation the Builder Profile) to the SelectionWare.com website, CPN or its licensors or suppliers; (b) due to or arising from Builder's breach of any warranty, Builder's violation of this Agreement, Builder's violation of any rights of any third party; or (c) due to or arising from Builder's dealings with clients or other third parties including without limitation disputes between Builder and clients or other third parties.
18. Term and Termination. This Agreement will commence on the date it is executed by both parties (the "Effective Date") and will terminate one (1) year thereafter (the "Initial License Term"); provided, however, that this Agreement will automatically renew for one (1) calendar month periods (each a "Renewal Term") thereafter unless either party gives the other party notice of non-renewal at least thirty (30) days prior to the end of the Initial License Term or any Renewal Term. CPN may terminate this Agreement upon ten (10) days written notice to Builder if Builder fails to make any payment due under this Agreement. Termination for failure to pay will become effective immediately at the end of the ten (10) day period unless Builder completely remedies the breach within that period. Either party may terminate this Agreement if the other party breaches a material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail. Such termination will become effective immediately at the end of such thirty-day period unless the breaching party completely remedies the breach within that period.
19. Effect of Termination. Upon expiration or termination of this Agreement for any reason, all licenses granted to Builder will immediately terminate and CPN may de-authorize Builder's password and client passwords. All terms in this Agreement which, by their nature, are intended to survive expiration or termination of this Agreement will survive expiration or termination including without limitation all payment obligations, warranty obligations, indemnification obligations, disclaimers, limitations of liability, and obligations relating to intellectual property and confidential information.
20. Injunctive Relief. Breach of this Agreement by Builder will cause irreparable injury to CPN for which CPN will not have an adequate remedy at law and CPN will be entitled to equitable relief, including but not limited to temporary retraining orders, preliminary injunctions and permanent injunctions without posting of a bond.
21. Notice. Any notices must be in writing and must be delivered in person, sent by registered mail, return receipt requested, or sent by overnight air courier, to the Builder's main office address identified in this Agreement for Builder or to CPN's address identified in this Agreement for CPN. Any party may change its address for notice by written notice to the other parties. Notices will be considered to have been given at the time of actual delivery if delivered in person, three (3) business days after posting if sent by registered mail, or one (1) business day after delivery to an overnight air courier service.
22. Assignment. Neither this Agreement nor any rights hereunder may be assigned or otherwise transferred by Builder (by operation of law or otherwise) in whole or in part without CPN's prior written consent. CPN may assign this Agreement without restriction, and Builder consents to such assignment in advance, provided the assignee agrees in writing to be bound by the terms of this Agreement.
23. Remedies. Unless otherwise expressly provided in this Agreement, remedies will be cumulative and the specification of a remedy will not preclude a party from pursuing other remedies available at law, in equity or otherwise. CPN's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of CPN's right to comply with governmental, court and law enforcement requests or requirements relating to Builder's use of the SelectionWare.com website or information provided to or gathered by CPN with respect to such use. Builder agrees that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the SelectionWare.com website or this Agreement must be filed by Builder within one (1) year after such claim or cause of action arose or be forever barred.
24. Waiver. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be deemed a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action.
25. Invalidity. If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue to be valid and enforceable to the fullest extent permitted by law.
26. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, relating to the subject matter hereof. This Agreement cannot be modified, amended, changed or extended orally. No terms, provisions or conditions of any rule, guideline, purchase order, acknowledgement or other Builder form or policy will have any effect on the rights, duties or obligations of the parties hereunder or otherwise modify this Agreement, regardless of any failure of CPN to object to such terms, provisions, or conditions. The headings used in this Agreement are provided for convenience only and will not be used to construe meaning or intent.
27. Relationship of Parties. CPN and Builder are independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between CPN and Builder. Neither party has the authority to bind the other or to incur any obligation on its behalf.
28. Choice of Law. This Agreement will be construed and governed by the laws of the State of Indiana applicable to agreements made and to be performed entirely in Indiana, USA without giving effect to: (a) any choice of law or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Indiana; (b) Article 2 of the Uniform Commercial Code; and (c) the United Nations Convention on Contracts for the International Sales of Goods. Any legal action or proceeding relating to this Agreement will be instituted in a state or federal court in Marion County, Indiana. CPN and Builder agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such action or proceeding. CPN will be entitled to recover its reasonable attorney's fees and costs in connection with any collection action. Pre and post judgment interest will accrue from the date the damages were sustained and will be at one and one-half percent (1.5%) per month interest rate unless a different rate of interest is required by law.
29. Allocation of Risks. The provisions of this Agreement allocate the risks between CPN and Builder. Builder's pricing reflects this allocation of risk and the disclaimer and limitations of liability specified in this Agreement. This allocation is an essential element of the basis of the bargain between the parties. This Agreement is executed for business purposes and will not be considered a consumer contract under any circumstances.
30. Authorization. The persons signing on behalf of CPN and Builder represent and warrant that they have the legal authority to bind such party to all terms and conditions of this Agreement.