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Builder Membership Agreement Terms and Conditions

Last updated: February 17, 2026

This Builder Membership Agreement Terms and Conditions (this “Builder Membership Agreement”) by and between CBUSA, LLC (“Company”), and the entity agreeing to this Builder Membership Agreement (“Builder Member”), and Company’s Privacy Notice (the “Privacy Notice,” and together with the Builder Membership Agreement, the “Agreement”), governs Builder Member’s access to, use of and participation in the Services (as defined below). Location-specific business units or divisions of Builder Member may individually participate in the Services and obtain unique credentials to the Services. As applicable, the Agreement will apply separately and distinctly to each business unit or division that accepts and agrees to the Agreement to participate in the Services. For the avoidance of doubt, Builder Member shall remain fully responsible for all acts and omissions of its units and divisions, as well as any breaches of the Agreement by any of its units or divisions.

IMPORTANT: PLEASE BE ADVISED THAT BY AGREEING TO THESE TERMS AND CONDITIONS YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND WAIVING YOUR RIGHT TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE READ THE AGREEMENT CAREFULLY AS IT CONTAINS PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS BETWEEN YOU AND COMPANY, INCLUDING THE ARBITRATION AGREEMENT IN SECTION 16 BELOW WHICH REQUIRES YOU TO RESOLVE ALL DISPUTES WITH COMPANY ON AN INDIVIDUAL BASIS AND THROUGH FINAL AND BINDING ARBITRATION.

BY CLICKING “CONTINUE”, BY SIGNING AN ORDER THAT INCORPORATES THE AGREEMENT OR BY ACCESSING, USING OR PARTICIPATING IN THE SERVICES, CONTINUING TO ACCESS, USE OR PARTICIPATE IN THE SERVICES, OR SUBMITTING ANY INFORMATION THROUGH THE SERVICES, AND IN CONSIDERATION FOR THE SERVICES COMPANY PROVIDES TO BUILDER MEMBER, YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THE AGREEMENT AND THAT BUILDER MEMBER ACCEPTS AND AGREES TO BE BOUND LEGALLY BY THE AGREEMENT AND ITS TERMS AND CONDITIONS GOVERNING THE USE OF THE SERVICES.

YOU REPRESENT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND BUILDER MEMBER TO THE AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE TO THE AGREEMENT, BUILDER MEMBER MUST IMMEDIATELY STOP USE OF THE PLATFORM (AS DEFINED BELOW) AND SHALL NOT ACCESS THE PLATFORM, BUILDER MEMBER SHALL NOT RECEIVE OR PURCHASE PRODUCTS VIA THE GPO (AS DEFINED BELOW), AND BUILDER MEMBER MUST PROMPTLY RETURN AND/OR DELETE ANY CONFIDENTIAL INFORMATION OR OTHER MATERIALS RELATED TO THE GPO THAT BUILDER MEMBER HAS RECEIVED FROM COMPANY OR THAT BUILDER MEMBER HAS IN ITS POSSESSION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, BUILDER MEMBER’S ACCEPTANCE OF THE AGREEMENT OR FIRST USE OF THE PLATFORM AS SET FORTH IN THE AGREEMENT SHALL IRREVOCABLY INDICATE BUILDER MEMBER’S ACCEPTANCE OF THE AGREEMENT.

  1. Membership.
    1. Membership Registration Date.  The Agreement and Builder Member’s right to access, use and participate in the Services, will take effect at the moment Builder Member first accesses the Services (the “Registration Date”)
    2. Services. Company shall provide the following services to Builder Member as part of its participation in the Company group purchasing organization (“GPO”): (i) access to purchase various third-party products and services related to or used in building construction, and pricing and programs for such products and services; (ii) access to and use of Company’s secure, members-only software and proprietary communications system (the “Platform”); (iii) tracking and providing reports which will include statements related to rebates, Company purchase volume fees and national contracts; (iv) billing and utilizing good faith efforts to collect rebates and other payments from third party building supply vendors and/or manufacturers (“Vendors”); (v) assembling and maintaining necessary information and records regarding the activity of Builder Member for local and national contract purchases; and (vi) negotiating and contracting for price and volume discount agreements, rebate programs and incentive programs with such local and national Vendors of building supplies and/or building materials (collectively, the “Services”). Notwithstanding anything to the contrary contained in the Agreement, Company reserves the right to offer additional services and charge additional fees for such services. 
    3. Use of Name.  Builder Member may publicly disclose that it is a Builder Member of the Company GPO. However, Builder Member shall not identify any product or service as being sanctioned by, sponsored by or associated with Company, or compliant with any specification, standard, guideline, or adopted by Company, unless in accordance with policies and procedures which may be established by Company. Company shall have the right to include Builder Member’s name in any lists of Builder Members published by Company and to announce that Builder Member is participating in the GPO.
  2. Obligations of Builder Members. 
    1. Fees.  Builder Member shall pay the Registration Fee, Subscription Fees and Purchase Volume Fees (each as defined below) as established from time to time by Company and described in Section 5.
    2. Compliance with Laws.  Builder Member shall comply with all federal, regional, state, or local laws, statutes, ordinances, rules, regulations, judgments, decrees, requirements, orders, procedures, or public policy of any legislative, judicial, administrative, governmental, or regulatory body, agency, or other authority of any kind applicable to its business in any jurisdiction where Builder Member is acting pursuant to the Agreement. Builder Member represents and warrants that it has, and will maintain for the duration of the Agreement, all permits, certificates, licenses, approvals and other authorizations necessary to conduct its business. Noncompliance with this provision of the Agreement will result in immediate termination of the Agreement and Builder Member’s participation in the GPO. Builder Member has no authority to assume or create any obligation whatsoever, expressed or implied, on behalf of or in the name of Company, for the GPO or any other Builder Member, nor to bind Company, the GPO or any other Builder Member in any manner whatsoever.
    3. Antitrust Policy. The Company GPO is committed to fostering open competition and promoting purchasing efficiencies, and fully intends to perform the Services and to operate the GPO in a manner that complies with applicable state or federal antitrust and competition laws and regulations, including the general safe harbor for competitor collaborations related to joint purchasing. Builder Member agrees that it will comply with any applicable state or federal antitrust or competition laws and regulations. Builder Member understands that it is or may be a direct competitor of another Builder Member and that it is imperative that it and its representatives act in a manner which does not violate any state or federal antitrust or competition laws and regulations when communicating or dealing with any competitor. Without limiting the generality of the foregoing, Builder Member acknowledges that the Agreement prohibits any agreement (whether written or oral), communication or action that violates applicable antitrust laws, including discussions with other GPO members outside of a GPO sanctioned meeting or otherwise outside the scope of the Agreement regarding prices, price trends, timing of price changes, costs of common inputs, margins, terms of sale, discounts and rebates, promotional programs, inventory levels, production levels, capacities, new projects, and other similar information. Accordingly, each Builder Member hereby assumes responsibility to provide appropriate legal counsel to its representatives regarding the importance of limiting their discussions to subjects that relate to the purposes of the GPO and the Agreement, whether or not such discussions take place during formal meetings, informal gatherings, or otherwise. Builder Member shall be liable for any breach of this Section of the Agreement by any of its representatives. Noncompliance with this Section of the Agreement will result in immediate termination of membership and the Agreement.
    4. Non-Disparagement. Neither Builder Member nor any of its owners, members, directors, managers, officers, employees or affiliates shall commit any act or omit to act in any way, including, without limitation, by disparaging Company or its affiliates, or a Vendor, that harms the business reputation of Company or its affiliates, or a Vendor (as applicable).
    5. Title; Compliance. In performing its role as a GPO, pursuant to the Agreement, Company only negotiates price and volume discount agreements, rebate programs and incentive programs with Vendors, and will neither take title to, nor be obligated to pay for, any Products by virtue of the Agreement, any order placed by Builder Member, or any Products received by Builder Member. For purposes of the Agreement, Products means any goods, products, equipment, services and/or supplies related to or used in building construction, which are available for acquisition by Builder Member from a Vendor. All purchasing by Builder Member as a participant in the GPO from a Vendor shall be in the name of Builder Member and pursuant to a separate purchase agreement between such Builder Member and the Vendor (a “Vendor Purchase Agreement”). Vendor Purchase Agreements shall also include agreements between Builder Member and a Vendor for Products under the National Contracts Program. Builder Member (and not Company) shall be solely responsible for compliance with applicable Vendor Purchase Agreement terms and conditions, including, but not limited to, on-time payment to the respective Vendors of amounts due for Products. Builder Member further agrees when placing a purchase order pursuant to a Vendor Purchase Agreement, Builder Member alone shall be liable for the prices, fees, costs and other liabilities relating to that specific purchase order. Builder Member expressly acknowledges and agrees:
      1. All Product purchases pursuant to a Vendor Purchase Agreement are for Builder Member’s own commercial use in the Builder Member’s construction business, unless stated otherwise by Company, and the re-sale of such Products to another person or entity is prohibited; and
      2. All price and volume discounts, rebate and incentive terms of a Vendor Purchase Agreement are the confidential and proprietary information of Company, are subject to Section 10, and shall not be disclosed by Builder Member to any third-party, including, but not limited to, other group purchasing organizations, vendors, distributors, manufacturers or wholesalers, without Company’s prior written consent.
  3. Term and Termination. 
    1. Term.  The Agreement shall commence on the Registration Date and remain in full force and effect until terminated by a party in accordance with the Agreement (the “Term”).
    2. Termination by Builder Member.  The Builder Member may withdraw from membership to the GPO by terminating the Agreement at any time by providing written notice to Company of its intent to terminate the Agreement.  Membership will terminate at the end of the then current purchasing quarter. Builder Member shall be obligated to pay all dues, assessments, and fees which accrued prior to the effective date of termination.
    3. Termination by Company. 
      1. Company may immediately terminate the Agreement upon written notice to Builder Member in the event that Builder Member breaches an obligation under the Agreement. Builder Member shall be obligated to pay all dues, assessments, and fees which accrued prior to the effective date of termination.
      2. Company may terminate the Agreement for any or no reason upon thirty (30) days’ prior written notice from Company to Builder Member.  Builder Member shall be obligated to pay all dues, assessments, and fees which accrued prior to the effective date of termination.
      3. If Builder Member fails to timely pay any dues, assessments, or fees due to Company hereunder, Company may, without limiting its other rights and remedies under the Agreement, immediately suspend Builder Member’s access to the Platform until all such unpaid dues, assessments, or fees are paid in full.
    4. Effect of Termination. Upon the effective date of termination of the Agreement, Company will immediately cease providing the Services contemplated hereunder and Builder Member’s access to the Platform will be terminated.
  4. Software Terms.
    1. License Grant. Company hereby grants to Builder Member a non-exclusive, non-transferable, non-sublicensable, limited right and license for Builder Member and its employees and agents to access and use the Platform only for Builder Member’s internal business purposes, in accordance with the Agreement. Access to and use of the Platform is subject to the Agreement, and Builder Member’s compliance with the terms of the Agreement. Builder Member expressly acknowledges and agrees that the terms of the Agreement will govern Builder Member’s access to and use of the Platform. Specifically, this license permits Builder Member to (i) access and use the Platform from the Internet or through an on-line network, (ii) load the Platform into Builder Member’s computer’s temporary memory (RAM); and (iii) create printouts of output from the Platform on a single-use, single copy basis (and not for further resale, display, transmission, or distribution).  Any rights granted hereby are licensed and not sold or otherwise transferred or assigned to Builder Member or any third party.   
    2. License Grant Restrictions.  Except as expressly permitted in the Agreement, Builder Member may not (i) copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense ,or commercially exploit the Platform (or any part thereof); (ii) reverse engineer, decompile, disassemble, translate, or create any derivative work of the Platform (or any part thereof); (iii) access, link to, or use any source code from the Platform (or any part thereof); (iv) erase or remove any proprietary or intellectual property notice contained in or on the Platform (or any part thereof); (v) alter or modify any information displayed, transmitted, or printed from the Platform; or (vi) use or permit use of the Platform for or by any other person or entity (including, without limitation, any affiliates and subsidiaries unless otherwise agreed to by Company in writing).  In addition, Builder Member shall not enter into any contractual relationship or other legally binding obligation with any third party or person which shall have the purpose or effect of encumbering Company or use of the Platform.  Builder Member acknowledges and agrees that exceeding the scope of the license herein shall be a material breach of the Agreement and subject to the termination provisions set forth herein. 
    3. User Obligations.  By installing, accessing, and using the Platform, Builder Member represents that Builder Member agrees to be responsible for and to abide by all applicable local, state, national, and international laws and regulations with respect to Builder Member’s use of the Platform.  Subject to Company’s right to monitor and audit compliance with the terms of the Agreement, Builder Member also acknowledges and agrees that it is Builder Member’s responsibility to monitor Builder Member’s use of the Platform in order to maintain compliance with the terms and conditions of the Agreement. Accordingly, Builder Member agrees to assume all responsibility for Builder Member’s use, and the results of Builder Member’s use, of the Platform, including meeting any requirements of Builder Member’s contracts with third parties.  Company assumes no responsibility or liability for any claims that may result directly or indirectly from the communications or interactions Builder Member establishes using the Platform.  In addition, Builder Member shall be responsible for obtaining, paying for, or providing communication lines, parts, modems, interface equipment, computers, servers, laptops, and workstations as necessary for use and maintenance of the connections and capacity between Builder Member and the Platform.  In addition, Builder Member agrees to be responsible for obtaining and paying for all licenses for third party software, hardware, and firmware necessary for use and implementation of the Platform.  Moreover, although Company uses commercially reasonable efforts to maintain its Platform, Builder Member agrees that it shall be solely Builder Member’s responsibility for maintaining copies, backing-up, and/or archiving all of Builder Member’s data or information which Builder Member uses on or in connection with the Platform.
    4. Delivery of Information.  In connection with use of the Platform, Builder Member may provide Company with additional information or data through the Platform or for use on the Platform.   With respect to any such data, Builder Member must obtain at Builder Member’s sole expense all necessary consents, rights, permissions, and clearances, and provide Company with reasonable proof thereof (if requested), required for Company to use such information or data in connection with the Platform.  In connection with delivering and providing to Company any information or data, Builder Member hereby grants to Company a non-exclusive right and license to copy, distribute, create derivative works from, display, modify, reformat, transmit, and otherwise use any such information or data in order to enable Company to use such information or data in connection with its Platform.  Notwithstanding the foregoing, Builder Member acknowledges and agrees that Company shall not be responsible for any failures, inoperability, delays, or problems caused by Builder Member’s failure to provide any necessary information or data for Builder Member’s use of the Platform in a timely or accurate manner.
    5. Security.  Builder Member shall not, nor shall Builder Member permit any third party to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure established by Company for use of the Platform.  Builder Member will immediately notify Company if Builder Member becomes aware of any unauthorized use of the Platform. 
    6. Submissions.  Company welcomes Builder Member’s feedback and suggestions about how to improve the Platform.  Builder Member agrees that Company shall have the right to use such feedback and suggestions in any manner it deems desirable without providing any consideration or payment to Builder Member.
    7. USE OF YOUR BUSINESS NAME.  Builder Member agree that Company may use Builder Member’s business name to disclose that Builder Member is a licensee and/or user of the Platform.
  5. Registration Fee; Purchase Volume Fees; Subscription Fees; National Contract Program Fees. 
    1. Registration Fee. In consideration of the Services provided by Company to Builder Member under the Agreement, Builder Member shall pay Company a one-time, non-refundable registration fee (“Registration Fee”).
    2. Purchase Volume Fee or CBUSA Fee. Additionally, in consideration of the Services provided by Company to Builder Member under the Agreement, Builder Member shall be assessed a purchase volume fee, also called the CBUSA fee, by Company for Builder Member’s quarterly purchases from each Company Vendor. The purchase volume fee is a certain percentage of the purchase price of all Products and quarterly purchased through approved Company Vendors (the “Purchase Volume Fee”), which shall be collected by Company from Builder Member’s account upon Vendor payment. Increases in the Purchase Volume Fee may be implemented upon 30 days’ prior written notice to Builder Member, however, Purchase Volume Fees will never exceed the Vendor’s published rebate rate.
    3. National Contracts Program. Builder Member may choose to participate in Company’s national contracts program (the “National Contracts Program”). The terms, conditions and incentives for each national contract will be disclosed via the Builder Member portal in the Platform. In consideration of the Services provided by Company for management of the National Contracts Program, Builder Member shall be assessed a National Contracts Program management fee per national contract for which Builder Member participates (“NCP Management Fee”), which will vary by national contract. The payments of NCP Management Fees to Company by Builder Member will be netted out of rebates collected by Company from the Vendor on behalf of the Builder Member. The NCP Management Fee rate will be made available on the Builder Member portal in the Platform.
    4. Subscription Fee and Annual Pay Plan. In consideration of the access to the Platform granted to Builder Member under the Agreement, Builder Member shall pay to Company a recurring monthly subscription fee (“Subscription Fee”).  Company may implement increases to the Monthly Subscription Fee upon 30 days’ prior written notice to Builder Member. Company may offer Builder Member a discount on the required Monthly Subscription Fees, at Company’s discretion, if Builder Member agrees to pay the full Subscription Fees for the calendar year at the beginning of the applicable year, or as otherwise provided by Company (the “Annual Pay Plan”). Builder Member opts into the Annual Pay Plan by either: 1) emailing Company or otherwise informing Company of their request to participate in the Annual Pay Plan, or 2) completing the “Pay Annually” form sent to members by the Company’s Customer Service team. Builder Member authorizes Company to charge the Subscription Fees for the month or Annual Pay Plan using any of Builder Member’s available payment methods on file. Builder Member further authorizes Company to auto renew the Annual Pay Plan each January unless the Builder Member provides written authorization to cancel the Annual Pay Plan by December 1 of the prior year.
    5. Payment Obligations. All payment obligations in this Builder Membership Agreement are non-cancelable, and the Subscription Fees and other fees paid are non-refundable. All payments shall be made in U.S. Dollars to Company via the Platform or as otherwise designated by Company. You acknowledge and agree that Company may seek from you the reimbursement of all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts.  Unless otherwise specified herein, all obligations with respect to the amounts due to Company shall survive any expiration or termination of Agreement.
    6. Reports. It is understood and agreed that timely reporting of Product and Services purchased on behalf of a Builder Member is a condition precedent to Company’s ability to run its business and report accurate and timely quarterly results to a Builder Member. The purchases reported by a Builder Member to Company are used to validate Vendor reports and generate invoices to Vendors for rebate amounts owed to a Builder Member.  Without these purchase reports, Company is unable to perform as indicated above and both Company and the Builder Member risk the loss of earned income that results from non-reported spending. As such, if a Builder Member does not complete and submit a quarterly purchase volume report for local purchases and a quarterly National Contract Program purchases report (the “Quarterly Purchase Volume Reports”) to Company in accordance with the designated reporting deadline, Company reserves the right to charge Builder Member a non-reporting fee for the quarter in which a Builder Member fails to submit the required reports to account for the administrative costs incurred by Company related to Builder Member’s failure to comply with this Section 5. The payments of non-reporting fees to Company by Builder Member will be netted out of rebates collected by Company from the Vendor and/or National Contract Program partner on behalf of the Builder Member.
  6. Enforcement. You acknowledge that Company reserves the right, at any time and without notice, to monitor compliance with the terms and conditions of the Agreement and to otherwise protect its rights in the Platform by incorporating security and management technology into the Platform and monitoring usage, including, without limitation, time, date, and access.  Company reserves the right to suspend or terminate immediately your access to the Platform if you fail to comply with the terms and conditions of the Agreement.  In such event, Company shall be relieved of its obligations under the Agreement during the period of suspension and shall not be found to be in breach of the Agreement for such relief.  You also acknowledge that any breach, threatened or actual, of the Agreement will cause irreparable injury to Company and/or its licensors or suppliers, such injury would not be quantifiable in monetary damages, and Company and/or its licensors or suppliers would not have an adequate remedy at law.  You therefore agree that Company and/or its licensors or suppliers (or on their behalf) shall be entitled, in addition to other available remedies, to terminate or suspend immediately your access to the Platform and seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of the Agreement.  Accordingly, you hereby waive any requirement that Company or its licensors or suppliers post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Company to enforce any provision of the Agreement. 
  7. Limitation of Liability/Representation; Disclaimer of Warranty. 
    1. YOU ACKNOWLEDGE AND AGREE THAT CERTAIN SERVICES AND/OR YOUR ACCESS TO THE PLATFORM MAY REQUIRE DELIVERY BY MEANS OF OR THROUGH THE USE OF CERTAIN THIRD-PARTY SERVICE PROVIDERS OR SERVICES, SUCH AS COMMUNICATION SERVICES.  ACCORDINGLY, YOU ALSO AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER THE AGREEMENT DUE TO UNFORESEEN CIRCUMSTANCES OR CAUSES BEYOND COMPANY’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, RIOT, EMBARGOES, ACTS OF GOVERNMENTAL AUTHORITIES, FIRE, EARTHQUAKE, FLOOD, AND ACCIDENTS.  IN ADDITION, COMPANY SHALL ASSUME NO RESPONSIBILITY OR LIABILITY FOR THE DELIVERY, SECURITY, OR AVAILABILITY OF ANY THIRD-PARTY SERVICE PROVIDERS OR SERVICES.  MOREOVER, THE PLATFORM MAY ENABLE ACCESS TO OR LINK TO THIRD-PARTY DATABASES OR OTHER WEB SITES, INFORMATION, RESOURCES, MATERIALS, OR CONTENT.  YOU ACKNOWLEDGE THAT COMPANY DOES NOT CONTROL THE CONTENT AVAILABLE THROUGH SUCH THIRD PARTY DATABASES OR OTHER WEBSITE, INFORMATION, RESOURCES, MATERIALS, OR CONTENT.  IN ADDITION, COMPANY SHALL ASSUME NO RESPONSIBILITY FOR AND SHALL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR THE AVAILABILITY, ACCURACY, TIMELINESS, SUBSTANCE, SEQUENCE, COMPLETENESS, RELIABILITY, CONTENT, OR SECURITY OF ANY OF THE DATABASES, SITES, INFORMATION, RESOURCES, MATERIALS, OR CONTENT PROVIDED BY A THIRD PARTY.  ANY CONCERNS YOU MAY HAVE REGARDING THESE THIRD PARTY SITES, INFORMATION, RESOURCES, MATERIALS OR CONTENT SHOULD BE DIRECTED TO THE RELEVANT SITE, ADMINISTRATOR, WEBMASTER, OR PROVIDER OF SUCH SITE, INFORMATION, RESOURCE, MATERIAL, OR CONTENT.   WITHOUT LIMITATION OF THE FOREGOING, TOTAL LIABILITY OF COMPANY FOR ANY REASON WHATSOEVER RELATED TO USE OF THE PLATFORM OR ANY CLAIMS RELATING TO THE AGREEMENT SHALL NOT EXCEED $5,000 (USD).IN NO EVENT SHALL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY DOES NOT MAKE ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE PRODUCTS ACQUIRED UNDER VENDOR PURCHASE AGREEMENTS OR AS TO A VENDOR’S PERFORMANCE UNDER A VENDOR PURCHASE AGREEMENT.
    2. Warranty Disclaimer.  EXCEPT AS EXPRESSLY REPRESENTED IN THE AGREEMENT, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  COMPANY DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PLATFORM OR SERVICES IN TERMS OF AVAILABILITY, ACCURACY, RELIABILITY, CURRENTNESS, COMPLETENESS, FUNCTIONALITY, INTENDED PURPOSE, OR OTHERWISE.  COMPANY ALSO DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS.  THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM IS WITH YOU.
  8. Builder Member Responsibilities. Builder Member acknowledges and recognizes that, with respect to Vendor Purchase Agreements, Company is not a party to the Vendor Purchase Agreements and Company will not be liable for Builder Member’s or the Vendor’s actions or omissions thereunder. Builder Member agrees that Builder Member, Vendor and Company are separate legal entities, and agrees that none of the liabilities of Builder Member or a Vendor arising under a Vendor Purchase Agreement shall be treated as a joint liability of Company or any of its affiliates. Company and Builder Member agree that Company negotiates and offers terms and conditions that may apply to the individual contracts to purchase Products between Vendors and Builder Member. Accordingly, Builder Member shall look solely to the particular Vendor and not to Company for any issue relating to the Products or the applicable Vendor Purchase Agreement including, but not limited to, timely delivery, payment disputes, exchanges, returns, and refunds. Nothing in the Agreement shall create any liability on the part of Company for the Products furnished by a Vendor under a Vendor Purchase Agreement or Builder Member’s use thereof. Similarly, nothing in the Agreement shall create any liability on the part of Builder Member for the Products furnished by a Vendor under a Vendor Purchase Agreement to another Builder Member.
  9. Indemnity. Builder Member shall indemnify, defend, and hold harmless Company and Company’s affiliates and its and their respective directors, officers, managers, employees, and agents, successors and assigns (collectively “Indemnified Parties”) from and against, and shall pay, any and all settlements, judgments, awards, fines, penalties, interest, liabilities, losses, costs, damages, and expenses of any nature (including reasonable attorneys’ fees and disbursements and court costs) sustained or incurred by Company Indemnified Parties, based upon, relating to or arising from any and all claims, actions, suits, proceedings, or investigations (“Claims”) based upon, relating to or arising from any of the following: (i) Builder Member’s breach of the Agreement; (ii) Builder Member’s violation of any law or regulation applicable to its performance under the Agreement, including any violation of applicable state or federal antitrust or competition laws or regulations; (iii) any agreements, communications or other actions with other members of the GPO by Builder Member or its representatives, (iv) Builder Member’s failure to properly train or provide appropriate legal counsel to its representatives regarding anti-competitive agreements, discussions or actions with other members of the GPO; (v) Builder Member’s use of Products purchased under any Vendor Purchase Agreements; or (vi) any breach by Builder Member of any agreement or relationship with any third party, including, but not limited to, any breach of any purchasing arrangement or agreement between Builder Member on the one hand and a Vendor on the other, whether the agreement or purchasing arrangement is (x) directly between the Vendor and Builder Member; (y) through a purchasing agent or group purchasing organization; or (z) through a Vendor Purchase Agreement. This indemnification duty may be proportionately reduced with respect to claims to the extent the Claim directly arises from the negligence or willful misconduct of Company. The provisions of this Section shall survive the termination or expiration of the Agreement.
  10. Confidentiality. For purposes of the Agreement, the term “Confidential Information” shall include, without limitation, any information or data, whether printed, written, oral or electronically stored or reproduced, and provided, including, without limitation, marketing data, financial or business information, information regarding the Platform, trade secrets, the management and operations of Company, the identity of the manufacturers, suppliers, wholesalers, distributors and other vendors with which Company is negotiating, pricing information, any and all terms of any price and volume discount lists and agreements, rebate programs and incentive programs being negotiated by Company or entered into by Company, or otherwise provided by Company, and the nature, substance and content of any discussions between Company, Builder Members, vendors and/or manufacturers during group or individual meetings (including membership meetings) conducted by Company. All Confidential Information is confidential and proprietary information of Company and may not be disclosed to any third-party for any reason, except to purchase Products pursuant to a Vendor Purchase Agreement. Without limiting the generality of the foregoing, Builder Member may not, and shall cause its employees, consultants, representatives or agents not to, disclose or leverage Confidential Information for the purposes of attempting to get a better price or better terms from any third party or disclose any Confidential Information to other Builder Members. Builder Member agrees to retain in strict confidence and not to market, sell, or disclose Confidential Information, and to require any and all of its employees, consultants, representatives or agents, to retain in strict confidence and not to market, sell or disclose Confidential Information. If Builder Member is requested or required by legal process to disclose any Confidential Information, Builder Member shall immediately give notice of such request or requirement to Company so that Company may, at its own cost and expense, seek an appropriate protective order or, in the alternative, waive compliance with this Section 10, to the extent necessary to permit Builder Member to comply with the request or order. Upon termination or expiration of the Agreement, Builder Member shall promptly return to Company or destroy all Confidential Information, including all copies, extracts or reproductions thereof. The terms of this Section shall survive any expiration or termination of the Agreement.
  11. Proprietary Rights.  Company retains all ownership right, title, and interest in and to all programs, software, materials, and documentation associated with the Platform as well as any databases or information compiled, collected, or associated with the Platform.  Company, CBUSA Plus Logo Design, CUSTOMBUILDERS USA, and all other names, logos, and icons identifying Company ‘s products and services are proprietary marks of Company and/or its licensors and any use of such marks by you shall inure to the benefit of Company and/or its licensors.  You also agree that any use of such marks without Company’s prior written consent is strictly prohibited.  To the extent permitted by law, as between you and Company, Company shall own any data created or generated in connection with your participation in the GPO or your use of the Platform.  In connection with the foregoing and in accordance with any applicable laws, Company shall have the right and license to use such data.  Company may also collect, process, and use data in any other way outlined in the Privacy Notice, including by disclosing, sharing, or otherwise making it available to third parties. As between Company and Builder Member, all right, title, and interest in such non-personal, aggregated or anonymized data, and all intellectual property rights therein, belong to and are retained solely by Company. Except as expressly provided herein, Company does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Unauthorized use of the Platform may violate the Agreement and intellectual property or other proprietary rights laws as well as other domestic and international laws, regulations, and statutes. 
  12. Notices.  Any notice, request, claim, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given if delivered by email to customerservice@cbusa.us (if to Company) or to the email address provided in Builder Member’s account (if to Builder Member). Such notice, request, claim, demand, waiver, consent, approval or other communication shall be deemed to have been given only when actually received by the addressee.
  13. Relationship of Parties.  Company shall be an independent contractor in connection with its performance of its obligations under the Agreement.  Nothing contained in the Agreement shall constitute Company and Builder Member as members of any partnership, joint venture, or other entity.
  14. Governing Law.  The Agreement and any disputes arising under it will be governed by the laws of the State of Nebraska without regard to its conflict of laws provisions. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to the Agreement.
  15. Binding Effect; Assignment.  The Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective legal representatives, successors and permitted assigns; provided, however, that Builder Member may not transfer, assign or sublicense any of its rights or obligations under the Agreement without the prior written consent of Company.  The Agreement may be assigned by Company without Builder Member’s consent. Any attempted transfer in violation of this Section is null and void.
  16. MANDATORY ARBITRATION AND PROHIBITION ON CLASS ACTIONS. PLEASE READ THIS SECTION CAREFULLY, IT EXPLAINS THE TERMS UPON WHICH BUILDER MEMBER IS WAIVING ITS RIGHT TO BRING CLAIMS ARISING UNDER THE AGREEMENT IN A COURT OF LAW OR TO HAVE A JURY RESOLVE ANY DISPUTES HEREUNDER. Except if other applicable laws require otherwise, the parties hereto agree and understand that any dispute or claim related to the Agreement, or any alleged breach of the Agreement, to the extent such dispute cannot otherwise be resolved, as well as any other action to enforce the terms of the Agreement, shall be referred to final and binding arbitration, and not in court. The Federal Arbitration Act and federal arbitration law apply to the Agreement.
    1. Any arbitration proceeding will take place in the State of Nebraska, subject to the laws of the State of Nebraska and will otherwise be governed by the then-current commercial arbitration rules of the American Arbitration Association, and the parties hereto expressly waive their rights, if any, to have any such matters heard by a court or jury, or administrative agency whether federal or state. The parties in any arbitration to enforce the Agreement or remedy its breach will equally share the costs associated with such arbitration proceedings; provided, that, each party shall pay its own attorney’s fees. Within fourteen (14) days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association.
    2. All parties agree that any dispute resolution proceedings (including any arbitrations and any court proceedings) will be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class actions and class arbitrations are prohibited. If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial. The parties also agree that a party hereto may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
  17. Amendment; Waiver.  If Company makes material changes to the Agreement, it will notify Builder Member. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party.
  18. Severability.  If any provision of the Agreement or the application thereof to any person or circumstances is held invalid or unenforceable in any jurisdiction, the remainder hereof, and the application of such provision to such person or circumstances in any jurisdiction, shall not be affected thereby, and to this end the provisions of this Builder Membership Agreement shall be severable.
  19. Entire Agreement. The Agreement (including but not limited to these terms and conditions, the Privacy Notice, and all addenda and policies posted to the Platform and incorporated herein by reference) and any and all documents referenced herein set forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the terms set forth herein through the date hereof, and the Agreement is intended by the parties to be an integration of all of such promises, agreements, conditions, understandings, warranties and representations.