Program Defined Terms

Billd Exchange: Program Defined Terms

Last Updated 1/13/2020

The following Program Defined Terms are current as of the above effective date but are subject to change, from time to time, by Billd Exchange in its sole discretion. Any change(s) to the Program Defined Terms shall be deemed effective upon posting of such change(s) to the Billd website located at billd.com/program-defined-terms/. Please refer to such location on the Billd website, from time to time, for the then-current and effective Program Defined Terms.

CERTAIN DEFINITIONS

Access Device means the Account number(s), Administrator ID(s), User ID(s), Project ID(s), Purchase ID(s), passwords and other mechanism(s) that Billd Exchange provides to Contractors to access the Billd Portal and/or to request Purchases under the Program.
Account means the electronic ledger of a Contractor’s Purchases as maintained in the Billd Systems and reflected in the Billd Portal.
ACH means the automated clearing house system used by Billd Exchange to settle payments and process refunds with Contractors and/or Originating Suppliers.
Administrator means the one (individual designated by a Contractor (and approved by Billd Exchange) who is provided administrative control over Contractor’s Account and who governs and controls any Users who may access and use such Account.
Approved Submittals means approval from the applicable architect, general contractor or owner of a construction project of the specific Program Goods or Services proposed to be purchased from Billd Exchange by Contractor.
Associated Person means any Person that controls, is controlled by or under common control with another Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or other decision-making functions of a Person, whether through the ownership of voting securities, by contract or otherwise (with “controlled” having a correlative meaning).
Billd means Billd Exchange and its Associated Persons.
Billd Exchange means Billd Exchange, LLC, a Delaware limited liability company.
Billd Portal means the proprietary web-based software application made available by Billd for purposes of initiating, processing, managing and completing Purchases.
Billd Systems means the hardware, software, processes and other systems used by Billd to operate the Program, including without limitation the Billd Portal.
Chargeback means any Purchase that Billd Exchange may charge back against the Originating Supplier pursuant to the terms of the applicable PSA, MCA, Merchant Supplier T&Cs, Purchase Statement or other agreement, including without limitation any Purchase: (i) if Billd Exchange determines that the Originating Supplier or Contractor has in any way failed to comply with the terms of such agreements in connection with such Purchase; (ii) which Contractor identifies as unauthorized prior to settlement or otherwise rejects; (iii) which Billd Exchange later determines was not authorized by Contractor or for which Billd Exchange determines it may not be permitted to hold Contractor liable because such Purchase was unauthorized; (iv) for which Billd Exchange does not timely receive proof of delivery and acceptance of the applicable Program Goods or Services within the agreed time period; and (v) which Originating Supplier acknowledges is subject to an unresolved dispute with a Contractor.
Contract Rate means the daily rate described in the applicable Purchase Statement for a Purchase.
Contractor means a business entity with which Billd Exchange has entered into an MCA and to which Billd Exchange has issued (and not revoked) an Access Device for purposes of Purchases under the Program.
Contractor Bank Account means a business checking account located in the United States that a Contractor must establish and maintain during the term of its MCA. The wire and ACH transfer instructions for such account must be provided to Billd Exchange and kept up-to-date during the term of such MCA.
Contractor Credit Card means a business credit card issued by a bank or other financial institution located in the United States that Contractor must obtain and maintain during the term of its MCA. The account number, account holder name, expiration date and security code for such credit card must be provided to Billd Exchange and kept up-to-date during the term of such MCA.
Contractor Information means any information about a Contractor or its Access Devices that an Originating Supplier may have access to in connection with the Program.
Contractor Personnel means the officers, directors, shareholders, members, managers, partners, employees, agents, representatives, consultants and contractors, including but not limited to Administrators and Users, of a Contractor.
Credit Voucher means the Originating Supplier documentation evidencing any refund, credit or other price adjustment relating to a Purchase.
Electronic Signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including clicking a box on a website or typing in the characters of a name or initials of a party reasonably intended to have the effect of signatures.
Family Member means, with respect to any individual, any of the following: (i) such individual’s children, grandchildren, parents, grandparents, siblings and cousins (in each case, whether biological or by way of adoption), as well as any spouse or former spouse of any of the foregoing; (ii) such individual’s spouse or former spouse; and (iii) any children, grandchildren, parents, grandparents, siblings or cousins of such individual’s spouse or former spouse (in each case, whether biological or by way of adoption), as well as any spouse or former spouse of any of the foregoing.
Finance Charge means an amount computed on a daily basis at the Contract Rate on the unpaid portion of the Purchase Amount set forth in a Purchase Statement (and, if applicable, the Modified Purchase Amount in a Modified Purchase Statement), in each case, beginning on the first day immediately following the Purchase Date (subject to any Interest Free Periods) and continuing until such Purchase Amount (and, if applicable, Modified Purchase Amount) is paid in full to Billd Exchange.
Interest Free Period means, with respect to a Purchase, the initial period of time following the Purchase Date during which no Finance Charges shall accrue or otherwise be payable, in each case, as agreed by Billd Exchange and set forth in the applicable Purchase Statement. For the avoidance of doubt, Finance Charges shall begin to accrue as of the first day immediately following the end of such initial period and shall otherwise be payable in accordance with the applicable Purchase Statement.
Maturity Date means the date all amounts a Contractor owes to Billd Exchange in respect of a Purchase are due and payable, which Maturity Date shall be specified in the applicable Purchase Statement. To the extent Billd Exchange enters into, in its sole discretion, any Modified Purchase Statement with respect to any Purchase Statement, any and all references to a Maturity Date in the Agreement shall refer to such Maturity Date as amended, extended or modified by such Modified Purchase Statement (the “Modified Maturity Date”).
MCA means a Contractor’s Master Contractor Agreement with Billd Exchange, as amended from time to time.
Merchant Supplier means any Originating Supplier that has not been approved and accepted as a Partner Supplier by Billd Exchange.
Merchant Supplier T&Cs means the terms and conditions applicable to a Merchant Supplier’s participation in the Program, as amended from time to time.
Minimum Payment means $2,000 or such other amount as agreed by Billd Exchange in writing.
Modification Fee means a certain additional amount set forth in a Modified Purchase Statement that is added to the outstanding Purchase Amount that is owed to Billd Exchange by a Contractor under the applicable outstanding Purchase Statement being amended, extended or modified by a Modified Purchase Statement.
Modified Purchase Statement means the short-form modification agreement with respect to an outstanding Purchase Statement between Billd Exchange and a Contractor pursuant to which Billd Exchange, in its sole discretion, may agree to certain amendments, extensions or modifications to the terms of such outstanding Purchase Statement.
Originating Supplier means the original supplier from which Billd Exchange purchases Program Goods or Services for sale by Billd Exchange to Contractor. For the avoidance of doubt, each Merchant Supplier and Partner Supplier is also an Originating Supplier.
Partner Supplier means an Originating Supplier that has been approved and accepted by Billd Exchange as a “Partner Supplier” by entering into a PSA with Billd Exchange.
Partner Supplier Bank Account means a commercial checking or demand deposit account designated by Partner Supplier for the crediting of funds and the debiting of fees, costs, charges and other expenses under its PSA.
Partner Supplier Personnel means Partner Supplier’s officers, directors, shareholders, members, managers, partners, employees, agents, representatives, third party service providers and independent contractors, including administrators and any other individuals which Billd Exchange reasonably believes have been granted authority by Partner Supplier to give instructions to Billd Exchange.
Pass-Through Costs means certain fees, charges, costs and expenses incurred by Billd Exchange for any services performed or arranged by Billd Exchange in connection with the Program.
Person means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, governmental authority or other entity.
Personal Guaranty means a personal guaranty agreement to be executed and delivered by any shareholder, member, partner or other principal owner of a Contractor in favor of Billd Exchange in connection with the Contractor’s MCA.
Program means the trade credit program offered by Billd Exchange to construction Contractors for purchases of Program Goods or Services, as approved and accepted by Billd Exchange.
Program Goods or Services means any construction materials or other products or services sourced from an Originating Supplier and purchased by a Contractor for purposes of Contractor’s incorporating such materials or other products or services into a construction project for which Contractor provides constructions services.
Program Rules means, if applicable, any operating rules established and modified by Billd Exchange from time to time for participation in the Program, which shall be deemed effective with respect to any Contractor and/or any Originating Supplier upon posting of such Program Rules in the Billd Portal, as updated from time to time.
PSA means a Partner Supplier Agreement between a Partner Supplier and Billd Exchange, as amended from time to time.
Purchase means a Contractor’s purchase of specific Program Goods or Services, in each case, which purchase is requested and initiated with an Access Device and presented to Billd Exchange for trade credit under the Program.
Purchase Amount means the sum of the purchase price, sales tax, storage, shipping and delivery charges and other costs (including, if applicable, a Purchase Fee and/or Modification Fee) associated with the purchase of the specific Program Goods or Services subject to a Purchase as set forth in the applicable Purchase Statement (including in any applicable Modified Purchase Statement).
Purchase Date means, with respect to a Purchase, the date on which Billd Exchange initiates its transfer of funds for such Purchase.
Purchase Fee means, with respect to any Purchase sourced from a Merchant Supplier, a certain additional amount included in the Purchase Amount to be paid by a Contractor to Billd Exchange, which amount reflects the mark-up charged by Billd Exchange to a Contractor for the Purchase of the applicable Program Goods or Services from such Merchant Supplier.
Purchase Request means a request for Billd Exchange to authorize a specific Purchase in the Billd Portal.
Purchase Statement means the short-form agreement between Billd Exchange and a Contractor under the Contractor’s MCA identifying the specific terms applicable to a Purchase under the Program, including without limitation Purchase Amount (including any Purchase Fee, if applicable), Finance Charges (and any Interest Free Period, if applicable), Contract Rate, Maturity Date, Originating Supplier and description of Program Goods or Services. The Purchase Statement shall include accurate information sufficient for Billd Exchange to file any applicable pre-lien notices, liens and other security filings. To the extent Billd Exchange enters into, in its sole discretion, any Modified Purchase Statement with respect to any Purchase Statement, any and all references to such Purchase Statement in the Agreement shall refer to such Purchase Statement as amended, extended or modified by such Modified Purchase Statement.
Recovery Costs means any charges, costs, fees and/or other expenses incurred by Billd Exchange in connection with a Contractor’s Purchases, including, without limitation, restocking fees, supplier charges, additional research/documentation fees or costs, insufficient funds fees, fees for pursuing or exercising any lien rights and/or bond claims following a default, and/or all costs and expenses of collection (including reasonable attorneys’ fees, arbitrator fees and arbitration costs, court costs and litigation related expenses).
Related Party means, with respect to any Contractor or Originating Supplier, any Person that is a direct or indirect Associated Person, Family Member or Family Member of an Associated Person of such Contractor or Originating Supplier.
Sales Documentation means the paper or electronic documentation required to be submitted to Billd Exchange in connection with a Purchase, including but not limited to the relevant Purchase Statement, a copy of the Originating Supplier’s invoice or quote for the Purchase, shipping and delivery documentation, and the relevant project number or other identifier.
Supplier Discount means, with respect to any Purchase sourced from a Partner Supplier, a certain percentage of the Purchase Amount of such Purchase to be paid by such Partner Supplier to Billd Exchange, which percentage amount may be deducted from the proceeds of the Purchase Amount (and retained by Billd Exchange as payment thereof) before settlement from Billd Exchange to Partner Supplier for the applicable Purchase.
Users means the individuals designated by a Contractor’s Administrator (and approved by Billd Exchange) who may access your Account and request Purchases.

Billd Exchange: Program Defined Terms

CERTAIN DEFINITIONS

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