Materials Program Defined Terms

Last Modified: April 10, 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 https://billd.com/materials-program-defined-terms-v2. Please refer to such location on the Billd website, from time to time, for the then-current and effective Materials Program Defined Terms.

1. 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. The sum of all Finance Charges applicable to a Purchase is computed by multiplying the Purchase Amount by the Contract Rate specified in the applicable Purchase Statement, and then multiplying the product thereof by the number of days in the corresponding Term. For the avoidance of doubt, Finance Charges shall begin to accrue on the first day immediately following the applicable Purchase Date (subject to any Finance Charge-Free Period(s)) and continue to accrue each day thereafter until the Purchase Amount (or, if applicable, the Modified Purchase Amount) is paid in full to Billd Exchange.
   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, 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.
   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 through which such contractors request and purchase Program Goods or Services from Billd Exchange, as approved and accepted by Billd Exchange from time to time in its sole discretion.
   27. “Materials Program Rules” means, if applicable, any operating rules established and modified by Billd Exchange from time to time for participation in the Materials Program, which shall be deemed effective with respect to any Contractor and/or any Originating Supplier upon posting of such Materials Program Rules in the Billd Portal, in any Billd Integration, in any of the other Billd Systems, and/or on Billd’s website, as updated from time to time.
   28. “Materials Purchase Fee” means, as applicable, a certain additional amount included in the Purchase Amount to be paid by a Contractor to Billd Exchange for a Purchase, which amount reflects the mark-up charged by Billd Exchange to a Contractor for such Purchase of applicable Program Goods or Services sourced from an Originating Supplier.
   29. “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 a Purchase, any and all references to the term “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”).
   30. “MCA” means Contractor’s Master Contractor Agreement with Billd Exchange, as the same may be restated, supplemented, amended, or otherwise modified from time to time.
   31. “Modification Fee” means a certain additional amount set forth in a Modified Purchase Statement that is added to the outstanding Purchase Amount and owed to Billd Exchange by a Contractor under the applicable Purchase Statement being amended, extended or modified by such Modified Purchase Statement.
   32. “Modified Purchase Statement” means the short-form 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.
   33. “Originating Supplier” means the original supplier or vendor from which Billd Exchange purchases Program Goods or Services for sale by Billd Exchange to Contractor under the Materials Program.
   34. “Originating Supplier T&Cs” means the terms and conditions applicable to an Originating Supplier’s participation in the Materials Program, as the same may be restated, supplemented, amended, or otherwise modified from time to time.
   35. “Partner Supplier” means an Originating Supplier that has entered into a “Partner Supplier Agreement” with Billd Exchange. All references to “Originating Supplier” in the MCA shall refer to and include Partner Suppliers, provided, however, that Purchases from a Partner Supplier involving Contractors referred by the Partner Supplier in compliance with the terms of the applicable Partner Supplier Agreement shall be governed by the Partner Supplier T&Cs instead of the Originating Supplier T&Cs.
   36. “Partner Supplier T&Cs” means the terms and conditions applicable to a Partner Supplier’s participation in the Materials Program, as the same may be restated, supplemented, amended, or otherwise modified from time to time.
   37. “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 Materials Program.
   38. “Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, governmental authority, or other entity.
   39. “Program Goods or Services” means any construction materials or other products or services sourced by Billd Exchange from an Originating Supplier and purchased by Contractor from Billd Exchange on trade credit under the Materials Program for the purposes of Contractor’s incorporating such materials or other products or services into a construction project for which Contractor has been engaged to provide constructions services.
   40. “Project” means a specific construction project for which a Contractor has been engaged to perform construction services involving the installation of Program Goods or Services that are the subject of a Purchase.
   41. “Purchase” means a Contractor’s purchase of specific Program Goods or Services from Billd Exchange on trade credit, in each case, which purchase is requested and initiated with an Access Device or otherwise through one of the Billd Systems and presented to and accepted by Billd Exchange under the Materials Program.
   42. “Purchase Amount” means the sum of the purchase price, sales tax, storage, shipping and delivery charges and other costs (including, if applicable, a Materials 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).
   43. “Purchase Date” means, with respect to a Purchase and subject to satisfaction of the conditions in the Agreement, the date on which Billd Exchange initiates its transfer of funds for such Purchase to the applicable Originating Supplier, regardless of whether the Originating Supplier receives such funds on such date.
   44. “Purchase Request” means a request for Billd Exchange to authorize a specific Purchase in the Billd Systems.
   45. “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 Materials Program, including without limitation, the Project Name, the Project Address, the Purchase Amount (including any Materials Purchase Fee, if applicable), the Weekly Payment Amount, the Term, the Maturity Date, and the Contract Rate. The Purchase Statement shall include accurate information sufficient for Billd Exchange to file any applicable pre-lien notices, liens, bond claims, UCC notices and filings, and other security filings. The term “Purchase Statement” also means and collectively refers to the initial Purchase Statement and any Modified Purchase Statement(s) executed by Billd Exchange and Contractor in connection with the Agreement.
   46. “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, mailing/filing/recording fees, costs and related expenses, third-party processing/service fees, costs and related expenses, research/documentation fees or costs, insufficient funds or other bank-imposed fees, other out-of-pocket fees or costs for pursuing or exercising any lien rights and/or bond claims, and/or all costs and expenses of collection (including reasonable attorneys’ fees, arbitrator fees and arbitration costs, court costs and litigation related expenses).
   47. “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.
   48. “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 estimate, invoice or quote for the Purchase, shipping and delivery documentation, and the relevant project number or other identifier.
   49. “Third Party Provider” means an entity (other than Billd Exchange) which has agreed to provide services to Billd Exchange and its customers, including Contactors and Users.
   50. “Third Party Service” means a service provided by a Third Party Service Provider.
   51. “UCC” means the Uniform Commercial Code as in effect from time to time in the State of Arizona or, when the laws of any other jurisdiction govern the method or manner of the perfection or enforcement of any security interest in any of the PMSI Collateral (as defined in Contractor’s MCA), the Uniform Commercial Code as in effect from time to time in such jurisdiction.
   52. “User” means the individuals designated by a Contractor’s Administrator who may access the Billd Systems, including without limitation, those who access or interact with the Billd Systems for the purpose of submitted Purchase Requests for or on behalf of Contractor.
   53. “Weekly Payment” means, with respect to a Purchase, the service fee which is collected by Billd Exchange from a Contractor on a weekly basis and computed by dividing the sum of all Finance Charges applicable to such Purchase by the number of Weekly Payments specified in the applicable Purchase Statement. For the avoidance of doubt, Finance Charges shall continue to accrue and Weekly Payments continue to become due and payable to Billd Exchange in the amount specified in the applicable Purchase Statement after expiration of the Term and/or during any extensions thereof, so long as the Purchase Amount remains unpaid to Billd Exchange.