These Design My Home Terms of Service, including all hyperlinked documents, (collectively, this “DMH TOS Agreement”) is a binding contract between you (“Customer” or “you”) and Interior Logic Group Holdings IV, LLC and its subsidiaries and affiliates (collectively, “ILG”).  Please read this DMH TOS Agreement carefully before using the Services (defined below).  By accessing or using the Services, you agree to the terms and conditions in this DMH TOS Agreement, and your subsequent use of the Services confirms your unconditional acceptance of the terms and conditions of this DMH TOS Agreement.  If you do not accept or agree to this DMH TOS Agreement, do not use the Services.

In addition to terms defined elsewhere in this DMH TOS Agreement, whenever used in this DMH TOS Agreement with the initial letter capitalized, the following terms will have the following specified meanings:

a. “HomeBuyers” means homebuyers who have contracted to purchase homes from the Customer.

b. “Design Studio” means Customer’s design studio or design center at which the Services will be provided.

c. “Upgrades” means standard items from which HomeBuyers may select, at HomeBuyers’ additional cost, to upgrade the quality and/or variety of their selections.

d. “Options” means items which are not included as standard items in the design of the homes, but which are being offered as optional items, at additional cost, to the HomeBuyers (e.g., fireplaces, decorator refrigerator panels, etc.), which HomeBuyers may choose to have installed in their Customer-built home.

e. “Services” means ILG’s proprietary virtual design studio solution (the “Designmyhome Platform”) where Homebuyers can price, configure, and quote interiors options for their dream homes with custom finishes in a single pane.

a. The commencement date, duration, pricing, scope of use, and other conditions or restrictions of any license for the Designmyhome Platform are set forth in a separate agreement between the parties.

a. In order for ILG to provide Homebuyers with all available products, Customer shall provide its product catalog to ILG at least ninety (90) days prior to their community going live.

b. Customer’s team shall work collaboratively with the ILG team to ensure success. All escalations shall be resolved by direct discussions between Customer VPs and above and ILG CTPO or VPs and above.

c. Customer understands and agrees that ILG is the sole and exclusive owner of the Designmyhome Platform and of all associated intellectual property related thereto, including but not limited to all patents, copyrights, trademarks, trade secrets, or any other form of intellectual property embodied therein or arising therefrom, whether registered or unregistered, whether now held or after-acquired, and Customer shall do nothing inconsistent with such ownership. ILG reserves all rights not expressly granted to Customer in this DMH TOS Agreement. Except for the limited rights and licenses expressly granted under this DMH TOS Agreement, nothing in this DMH TOS Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Designmyhome Platform.

d. Customer shall not use the Designmyhome Platform for any purposes beyond the scope of the access granted in this DMH TOS Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Designmyhome Platform, in whole or in part, whether modified or unmodified; (ii) resell, rent, lease, lend, sell, license, sublicense (except to any consultants, contractors or agents who are Authorized Users), assign, distribute, publish, transfer, or otherwise make available the Designmyhome Platform; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Designmyhome Platform, in whole or in part; (iv) remove any proprietary notices from the Designmyhome Platform; (v) use the Designmyhome Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) permit direct or indirect access to or use of the Designmyhome Platform in a way that circumvents the provisions of this DMH TOS Agreement and/or any contractual usage limit; (vii) use the Designmyhome Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material; or (viii) access the Designmyhome Platform to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, or functions of the Designmyhome Platform, or (C) copy any ideas, features, or functions of the Designmyhome Platform.

e. ILG shall provide to Customer the credentials and network links or connections to allow Authorized Users to access the Designmyhome Platform. Customer will keep its credentials and Authorized Users’ credentials for the Designmyhome Platform strictly confidential and will be responsible for all actions taken by an Authorized User or under an Authorized User’s account, directly or indirectly, and whether such access or use is permitted by or in violation of this DMH TOS Agreement. To ensure compliance with the terms of this DMH TOS Agreement, ILG or its designated representative shall have the right to review and audit Customer’s use of the Designmyhome Platform.

f. Customer understands and agrees that its Authorized Users are subject to the ILG End User License Agreement available at ILG EULA  and website Privacy Policy available at ILG Privacy Policy, and that such EULA and Privacy Policy are hereby incorporated by reference and made part of this DMH TOS Agreement. ILG may update the EULA of Use and Privacy Policy at any time, and Customer agrees that its Authorized Users will be subject to such updates upon written notice. In the event of any conflict between the EULA and/or Privacy Policy and the terms of this DMH TOS Agreement, the terms of this DMH TOS Agreement shall control.

g. Notwithstanding anything to the contrary in this DMH TOS Agreement, ILG may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Designmyhome Platform if: (i) ILG reasonably determines that (A) there is a threat or attack on any of the Designmyhome Platform; (B) Customer’s or any Authorized User’s use of the Designmyhome Platform disrupts or poses a security risk to the Designmyhome Platform or to any other customer or vendor of ILG; (C) Customer, or any Authorized User, is using the Designmyhome Platform for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) ILG’s provision of the Designmyhome Platform to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of ILG has suspended or terminated ILG’s access to or use of any third-party services or products required to enable Customer to access the Designmyhome Platform; or (iii) Customer and/or any Authorized User is in breach of any term(s) of this DMH TOS Agreement (any such suspension described in subclause (i), (ii), or (iii) a “Service Suspension”). ILG shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Designmyhome Platform following any Service Suspension. ILG shall use commercially reasonable efforts to resume providing access to the Designmyhome Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. ILG will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

h. ILG acknowledges that, as between ILG and Customer, other than Aggregated Statistics (as defined below), Customer owns all right, title, and interest, including all intellectual property rights, in and to all information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Designmyhome Platform (“Customer Data”). By providing any Customer Data to ILG, Customer represents and warrants that it has the unrestricted right to do so. Customer and each Authorized User hereby grants to ILG a non-exclusive, royalty-free, irrevocable, transferrable, royalty-free, worldwide license to access, publicly perform, copy, reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for ILG to provide the Designmyhome Platform to Customer, and a non-exclusive, perpetual, irrevocable, transferable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the information, data, and other content arising from access and use by Authorized Users (“Aggregated Statistics”). Notwithstanding anything to the contrary in this DMH TOS Agreement, ILG may monitor Customer’s use of the Designmyhome Platform and collect and compile Aggregated Statistics for the purpose of maintaining or improving the Designmyhome Platform contemplated by this DMH TOS Agreement and ILG’s technology management purposes. As between ILG and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by ILG. Customer agrees that ILG may (i) make Aggregated Statistics publicly available in compliance with applicable law; and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify Customer, any Authorized User or Customer’s Confidential Information.

i. ILG will process and maintain any information that identifies, relates to, describes, is capable of being associated with or could be reasonably linked with any consumer or employee (or household thereof) of Customer consistent with ILG’s Data Processing Agreement located at ILG DPA.

j. If Customer or any Authorized User sends or transmits any communications or materials to ILG by mail, email, telephone, or otherwise, suggesting or recommending changes to the Designmyhome Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), ILG is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to ILG on Customer’s behalf, and on behalf of its Authorized Users, all right, title, and interest in, and ILG is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although ILG is not required to use any Feedback.