Materials Program Defined Terms

Version Effective Date: 2024

The following Materials Program Defined Terms are current as of the Version Effective Date but are subject to change, from time to time, by Billd Exchange in its sole discretion. Any change(s) to the Materials Program Defined Terms shall be deemed effective upon posting of such change(s) to the Billd website located at here. Please refer to such location on the Billd website, from time to time, for the then-current and effective Materials Program Defined Terms.

1. “Access Device” means the Account number(s), Administrator ID(s), User ID(s), Project ID(s), Purchase ID(s), passwords and other credentials and mechanisms that Billd Exchange or a Third Party Provider provides to Contractors to access the Billd Portal, the Billd Integrations, the other Billd Systems, and/or to request and consummate Purchases under the Materials Program.
2. “Account” means the electronic ledger of a Contractor’s Purchases as maintained in the Billd Systems and reflected in the Billd Portal.
3. “ACH” means the automated clearing house system used by Billd Exchange to settle payments to and from Contractor and Originating Suppliers under the Materials Program.
4. “Administrator” means the one (1) individual designated by a Contractor (and approved by Billd Exchange) who is provided administrative control over Contractor’s access to the Billd Systems and who governs and controls any Users who may access or use the Access Devices and the Billd Systems.
5. “Approved Submittals” means any and all required approvals or documents sent to or received from the applicable architect, general contractor, property owner, project owner, and/or lender with respect to a construction project of the specific Program Goods or Services proposed to be purchased from Billd Exchange by Contractor.
6. “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).
7. “Billd” means Billd Exchange and its Associated Persons.
8. “Billd Exchange” means Billd Exchange, LLC, a Delaware limited liability company.
9. “Billd Integration” means any web-based software, application, or other integration accessed through a Third Party Provider’s website or application, through which information is provided to Billd, including but not limited to, Approved Submittals and all other information submitted in connection with reviewing or approving any Purchase Request submitted by Contractor.
10. “Billd Portal” means the proprietary web-based software application made available by Billd for purposes of initiating, processing, managing, and completing Purchases, including, as appropriate, applications made available through a Billd Integration on a Third Party Provider’s website or application.
11. “Billd Systems” means the hardware, software, processes and other systems used by Billd to operate the Materials Program, including without limitation the Billd Portal and the Billd Integrations.
12. “Chargeback” means any Purchase that Billd Exchange may charge back against the Originating Supplier pursuant to the terms of the applicable MCA and/or Originating Supplier T&Cs, 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.
13. “Contract Rate” means the daily rate described in the applicable Purchase Statement for a Purchase which is used to calculate the Finance Charge and Weekly Payment amounts applicable to such Purchase.
14. “Contractor” means a contractor that has been approved by Billd Exchange to participate in the Materials Program and has entered into a MCA with Billd Exchange.
15. “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.
16. “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.
17. “Contractor Information” means any information about a Contractor or its Access Devices that an Originating Supplier may have access to in connection with the Materials Program.
18. “Contractor Personnel” means the principals, officers, directors, shareholders, members, managers, partners, employees, agents, representatives, consultants and contractors, including but not limited to Administrators and Users, of a Contractor, as well as any person or entity acting or purporting to act on a Contractor’s behalf or at its direction in using the Access Devices and/or when interacting with the Billd Systems.
19. “Credit Voucher” means the Originating Supplier documentation evidencing any refund, credit or other price adjustment relating to a Purchase.
20. “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, initials, or other adopted symbol of a party reasonably intended to have the effect of signatures.
21. “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.
22. “Finance Charge” means, with respect to a Purchase, the service fee that accrues on a daily basis but is paid by a Contractor to Billd Exchange on a weekly basis through the collection of Weekly Payments.
23. “Finance Charge-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 by Contractor.
24. “Guarantor” means any person or entity required to guaranty the payment and performance by a Contractor of its duties and obligations under an MCA.
25. “Guaranty” means a guaranty agreement executed and delivered by any shareholder, member, partner, or other principal owner of a Contractor, or by any parent, affiliate, subsidiary, or successor of a Contractor in favor of Billd Exchange in connection with Contractor’s MCA.
26. “Materials Program” means the trade credit program offered by Billd Exchange to eligible contractors.
27. “Materials Program Rules” means any operating rules established by Billd Exchange.
28. “Materials Purchase Fee” means a certain additional amount included in the Purchase Amount.
29. “Maturity Date” means the date all amounts owed are due and payable.
30. “MCA” means Contractor’s Master Contractor Agreement with Billd Exchange.
31. “Modification Fee” means a certain additional amount set forth in a Modified Purchase Statement.
32. “Modified Purchase Statement” means the short-form agreement modifying an outstanding Purchase Statement.
33. “Originating Supplier” means the original supplier or vendor.
34. “Partner Supplier” means an Originating Supplier that has entered into a Partner Supplier Agreement.
35. “Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority, or other entity.
36. “Program Goods or Services” means any construction materials or other products or services.
37. “Project” means a specific construction project.
38. “Purchase” means a Contractor’s purchase of Program Goods or Services.
39. “Purchase Amount” means the sum of the purchase price and associated costs.
40. “Purchase Date” means the date Billd Exchange initiates its transfer of funds.
41. “Purchase Request” means a request for authorization.
42. “Purchase Statement” means the short-form agreement identifying Purchase terms.
43. “Recovery Costs” means charges, costs, fees and expenses incurred by Billd Exchange.
44. “User” means individuals designated by a Contractor’s Administrator.
45. “Weekly Payment” means the service fee collected on a weekly basis.