BUILDDIRECT.COM TECHNOLOGIES INC.

These BuildDirect "PRO" Reward Program Terms are effective as of February 12, 2019.

Welcome to BuildDirect's exclusive "PRO" Rewards Program (the "Program") aimed at recognizing and rewarding BuildDirect's professional contractor customers. As further described in the Program Terms, the rewards you can earn through the Program are credits that can be used towards your future purchases of products from BuildDirect (individually a "Credit" and collectively "Credits"). Credits are calculated based on the total amount of product you purchase from BuildDirect within a calendar year through your BuildDirect Membership Account.

By participating in the Program you signify your acceptance of and agreement to be bound by these Program Terms.

All references to "you" or "your," as applicable, means the person that accesses, uses, and/or participates in the Program in any manner, and the company that the person represents (including any successors and assigns thereof). By participating in the Program (including, without limitation, opening and utilizing a BuildDirect Membership Account (as defined below), and accessing and using www.builddirect.com (the "Site")) you agree to be bound by these Program Terms and all terms incorporated by reference. If you do not agree to these Program Terms, do not participate in the Program.

BuildDirect.com Technologies Inc. ("BuildDirect") reserves the right to change, modify and/or eliminate any of the terms and conditions of the Program and these Program Terms (or incorporated policies or terms) at any time and in its sole discretion. Any changes or modifications will be effective upon posting of the revisions on the Site and providing you electronic notice of such changes to the Program Terms. Your continued use of the Site (as defined below) following the posting of such changes or modifications will constitute your acceptance of such changes or modifications.

These Program Terms do not alter in any way the terms or conditions of any other agreement you may have with BuildDirect for other products or services including but not limited to the Terms of Use and Terms of Sale for the Site (as defined below).

The Terms of Use for the Site are located at: https://www.builddirect.com/TermsOfUse (the "Terms of Use").

The Terms of Sale for the Site are located at: https://www.builddirect.com/Policies#termsOfSale (the "Terms of Sale").

Your participation in the Program is, along with these Program Terms, subject to the Terms of Use, the Terms of Sale and the Privacy Policies (as defined herein) and such terms are hereby incorporated by reference into and constitute part of these Program Terms.

In the event of any conflict or inconsistency between the Program Terms and the Terms of Use, the Terms of Sale or the Privacy Policies, the Terms of Use, the Terms of Sale or the Privacy Policies will, as applicable, govern.

1. APPLYING TO THE PROGRAM:

   1.1 Eligibility:

   In order to apply for the Program you must be an active commercial business that provides construction services in Canada and/or the continental United States.

   For clarity, the following is a non-exhaustive list of parties that are not eligible for application to or participation in the Program:

   • Construction materials suppliers, retailers and re-sellers;
   • Federal, state and local government entities; and
   • Corporate entities registered and operating outside of Canada or the continental United States.

   1.2 Application Process:

   In order to apply to the Program your company is required to complete and electronically submit a Program application form (the "Application"). The Application (i) is available on the Site and (ii) may be made available to you from time to time, in BuildDirect's and it's service providers' sole discretion, via www.facebook.com. The Application process may require that you provide the following information:

   For clarity, the following is a non-exhaustive list of parties that are not eligible for application to or participation in the Program:

   • Your company name;
   • Your business email address;
   • Your business phone number; and
   • Your first and last name and title as the authorized representative submitting the application on behalf of your company.

   You may also be required to provide BuildDirect certain additional information about your company as BuildDirect, in its sole discretion, deems necessary to facilitate your company's acceptance into and participation in the Program including, but not necessarily limited to, (i) the Registered Business License No. for your company as issued by appropriate governmental agencies and (ii) your company’s registered business address (including street number and/or name, city, state/province, zip/postal code and country).

   In submitting an Application you confirm that you are the designated representative of your company authorized to make this Application on behalf of your company and you agree:

   • to provide true, accurate, current and complete information about yourself and your company; and
   • that you represent and warrant that you have the capacity and authority to execute agreements, access and utilize all functionality on the Site and take any and all action on the Site on behalf of your company in accordance with the Terms of Use and Terms of Sale and any other corresponding agreements entered into by you and BuildDirect in relation to the Site.

   If you provide BuildDirect any information that is untrue, inaccurate, not current, or incomplete, or BuildDirect has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or if you violate any of these Program Terms or the corresponding Terms of Use or Terms of Sale, BuildDirect may deny your Application and/or refuse any and all current and future participation in the Program or use of the Site by you and your company.

   The acceptance of your Application is, in any event, subject to BuildDirect's review and approval of the same in its sole discretion. BuildDirect reserves the right to deny you and your company entry into the Program for any reason and on any grounds.

   Please read BuildDirect's Privacy Policy carefully to understand how BuildDirect collects, uses and discloses information about customers and how to update or change your personal information and how we communicate with you. Facebook, Inc. ("Facebook") may also collect and use data as part your Application to the Program via www.facebook.com. Please follow this link to review Facebook's Data Policy to understand their practices: https://www.facebook.com/policy.php. The aforementioned BuildDirect Privacy Policy and the Facebook Data Policy are collectively referred to herein as the "Privacy Policies."

2. YOUR ACCOUNT:

   1. If your Application to this Program is approved, BuildDirect will provide you written electronic confirmation of your acceptance into the Program and provide you a (i) BuildDirect Membership Account (as defined and described in the Terms of Use) and (ii) a unique BuildDirect Membership Account number (your "Account Number") that is registered to your BuildDirect Membership Account and is to be used for all purchases. You cannot have more than one (1) BuildDirect Membership Account open and active in your or you company's name at any point in time.
   2. Your access to and use of your BuildDirect Membership Account is governed by these Program Terms, as well as the Terms of Use, the Terms of Sale and the Privacy Policies.
   3. You agree that you are fully responsible for:
      • your BuildDirect Membership Account password and information and for all activities that occur under your BuildDirect Membership Account;
      • keeping your BuildDirect Membership Account password and information confidential; and
      • maintaining and promptly updating your BuildDirect Membership Account information to keep it true, accurate, current and complete.

3. PROGRAM DETAILS:

   1. Except as expressly stated otherwise in the Program Terms, there are three (3) levels of rewards, in the form of Credits, that you can earn through your participation in the Program. Credits can be earned as follows:
      • If the aggregate amount of all purchases you make within a calendar year meets or exceeds $5,000, then you are eligible to receive a Credit on each subsequent purchase equal to 1% of such purchase. You are eligible to receive this 1% Credit up and until the aggregate amount of all purchases you make within a calendar year is equal to $14,999.00.
      • If the aggregate amount of all purchases you make within a calendar year meets or exceeds $15,000, then you are eligible to receive a Credit on each subsequent purchase equal to 3% of such purchase. You are eligible to receive this 3% Credit up and until the aggregate amount of all purchases you make within a calendar year is equal to $49,999.00.
      • If the aggregate amount of all purchases you make within a calendar year exceeds $50,000, then you are eligible to receive a Credit on each subsequent purchase equal to 5% of such purchase.

      If approved by BuildDirect, a Credit will be added to your BuildDirect Membership Account within one (1) business day from when such Credit is earned. To view the amount and status of your Credit please log on to your BuildDirect Membership Account via the Site.

      Your Credit(s) can be applied towards your future purchase(s) made through your BuildDirect Membership Account on the cart check-out page for such purchase on the Site.

   2. In addition to the other terms and conditions of the Program set out herein, the calculation, the issuance and use of a Credit is subject to the following:
      • Notwithstanding anything to the contrary in the Program Terms, your company is only eligible to receive Credit(s) equal to a maximum of Five Thousand ($5,000.00) dollars within any given calendar year;
      • The amount of taxes payable on a given purchase is excluded from the calculation of any Credit that may be earned on such purchase.
      • Any purchase you make that is subject to a refund, return, credit, claim, or settlement and release of any kind or form (a "Claim") is expressly excluded from the calculation of Credits. BuildDirect reserves the right to remove from your Account any Credit you may have earned on a purchase that is subject to a Claim;
      • All references to currency herein are in US dollars;
      • A Credit cannot be applied as an adjustment against the amount of any Purchases made prior to the issuance date of the Credit. A Credit can only be applied against a Purchase(s) made by you after the issuance date of such Credit;
      • Credits are non-transferrable and are solely for your benefit;
      • Credits have no cash value and cannot be redeemed for cash;
      • Credits can be combined and used for future single or multiple purchases provided that, in the event the cost of any purchase to which a Credit (or portion thereof) is applied exceeds the value of such Credit, you are responsible for paying the excess cost of such purchase using a method of payment acceptable to BuildDirect;
      • The amount of any purchase made by you using a Credit will not be included as part of the calculation of any Credits you may be eligible to earn on that purchase or as part of the calculation of the aggregate annual amount of your purchases for the purpose of the Program;
      • Credits (and all portions thereof) will automatically expire and be deemed null and void, without further notice to you, if not used in accordance with these Program Terms by 11:59pm PST on December 31st in the year subsequent to the year within which such Credit is issued (for example, all Credits issued in 2018 will automatically expire at 11:59pm PST on December 31st 2019);
      • Credits are void where prohibited by law and remain subject to any and all applicable laws including but not limited to any applicable state, provincial or federal legislation as it relates to the import, export or sale of goods;
      • Notwithstanding anything to the contrary contained in these Program Terms, the issuance of Credit(s), and the calculation thereof, are subject to review, audit and final approval by BuildDirect in its sole and absolute discretion; and
      • Nothing in these Program Terms obligates BuildDirect to issue a Credit(s) to you and BuildDirect may deny or refuse issuance of a Credit for any reason in its sole discretion without liability including but not limited to as a result of your violation of these Program Terms, the Terms of Use and/or the Terms of Sale.
   3. As part of your initial application to and correspondence acceptance into the Program, BuildDirect may, from time to time in its sole discretion, offer you a single credit for use towards a single future purchase of product(s) from BuildDirect via the Site (each a “Promotional Credit” and collectively the “Promotional Credits”). In addition to the other provisions of the Program set out herein, the issuance and use of Promotional Credits are subject to the following conditions:
      • You are, subject to all other conditions governing Promotional Credits, only eligible to receive a Promotional Credit if you are new member of the Program and have never made a purchase of product from the Site as a member of the Program;
      • A Promotional Credit can only be applied to your first purchase of product(s) from the Site following your acceptance into the Program (and cannot be applied toward multiple future purchases of product from the Site);
      • In the event the cost of any purchase to which a Promotional Credit is applied exceeds the value of such Promotional Credit, you are responsible for paying the excess cost of such purchase using a method of payment acceptable to BuildDirect;
      • The amount of any purchase made by you using a Promotional Credit will not be included as part of the calculation of any Credits you may be eligible to earn on that purchase or as part of the calculation of the aggregate annual amount of your purchases for the purpose of the Program;
      • Additional terms and conditions governing the Promotional Credit (including, without limitation, the amount of the Promotional Credit and the period of time you have to use the Promotional Credit) may be set out in the offer BuildDirect provides you for such Promotional Credit (the “Promotional Offer”). BuildDirect may communicate Promotional Offers to via e-mail or via such other methods as BuildDirect may determine, in its sole discretion, from time to time;
      • Promotional Credits will be added to your BuildDirect Membership Account once earned in accordance with the requirements applicable to the Promotional Offer. The Promotional Credit can be applied towards your future purchase made through your BuildDirect Membership Account on the cart check-out page for such purchase on the Site. To view the amount and status of your Promotional Credit please log on to your BuildDirect Membership Account via the Site; and
      • The following subsections of Section 3.2 of the Program Terms governing the issuance and use of Credits will apply equally to the issuance and use of Promotional Credits: Section 3.2(d),(e),(f),(g),(k),(l) and (m). Section 3.2(j) of the Program Terms governing the issuance and use of Credits will also apply equally to the issuance and use of Promotional Credits unless an alternate redemption period for the Promotional Credit is expressly stated in the Promotional Offer.

4. DISCLAIMER AND LIMITATION OF LIABILITY:

   BUILDDIRECT EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THIS PROGRAM, THESE PROGRAM TERMS AND/OR THE SITE (AND ANY CONTENT THEREIN), INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENCY, QUALITY, RELIABILITY OR SUITABILITY, TITLE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR EQUITY, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THIS DISCLAIMER IS IN ADDITION TO AND NOT IN LIEU OF ANY AND ALL DISCLAIMERS SET OUT IN THE TERMS OF USE AND THE TERMS OF SALE.

   YOU AGREE THAT BUILDDIRECT, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS OR OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM YOUR PARTICIPATION IN THIS PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY MODIFICATION OR DISCONTINUANCE THEREOF BY BUILDDIRECT IN ITS SOLE DISCRETION, OR ARISING FROM YOUR APPLICATION TO THE PROGRAM, FROM THE ISSUANCE OR USE OF ANY CREDITS AND/OR PROMOTIONAL CREDITS TO YOU, OR ACCESS TO OR USE OF THE SITE BY YOU OR ANY THIRD PARTY ON YOUR BEHALF. YOU AGREE THAT THIS LIMITATION OF LIABILITY IS COMPREHENSIVE AND APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, COMPENSATORY, SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY (EVEN IF BUILDDIRECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE).

   IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BUILDDIRECT (WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THIS PROGRAM AND/OR YOUR USE OF THE SITE EXCEED ONE HUNDRED DOLLARS (CDN $100.00). THIS LIMITATION OF LIABILITY IS IN ADDITION TO AND NOT IN LIEU OF ANY AND ALL LIMITATIONS AS SET OUT IN THE TERMS OF USE AND THE TERMS OF SALE.

5. GENERAL:

   5.1 Termination:

   You agree that BuildDirect, in its sole discretion, may terminate or discontinue your participation in the Program and/or your access to and use of your BuildDirect Membership Account or the Site (or restrict your access to any component thereof) for any reason and at any time without liability, including, without limitation, for lack of use or if BuildDirect determines, in its sole discretion, that you have violated or acted inconsistently with these Program Terms or applicable laws or regulations. You agree that, in the event of any such termination or discontinuance, BuildDirect may immediately deactivate or delete your BuildDirect Membership Account and all related information and files in your BuildDirect Membership Account, void any and all Credits and Promotional Credits attributable to your BuildDirect Membership Account and/or bar any further access to your BuildDirect Membership Account and/or the Site. Further, you agree that BuildDirect shall not be liable to you or any third party for any termination or restriction of your participation in the Program and/or access to and use of the Site.

   5.2 Notice:

   By participating in this Program you agree that BuildDirect may provide you notices, and all communications, including with respect to changes and/or updates to these Program Terms, to the email address you provided to BuildDirect at the time you submitted your Application ("Your Contact Information"). You may request changes to Your Contact Information through the submission of a written request to BuildDirect in the prescribed form contained on the Site. Any such changes shall be processed and take effect within fifteen (15) business days from the date of submission to BuildDirect in the prescribed form.

   5.3 Entire Agreement:

   These Program Terms, together with any related agreements incorporated into or referred to herein, constitute the entire agreement between you and BuildDirect relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the Program, and may not be amended or modified except in writing by BuildDirect upon electronic notice to you and upon the posting of such amendments or modifications on the Site.

   5.4 Contacting BuildDirect:

   To report any violations of these Program Terms, please contact BuildDirect at:

   BuildDirect.com Technologies Inc.

   Suite 090 – 200 Granville St.

   Vancouver

   V6C 1S4 Canada

   Att: Legal Counsel