This Agreement contains the terms and conditions that apply to an individual's or an entity's participation in the BuildDirect Affiliate Program (the "program"). As mentioned in this Agreement, "BuildDirect", "we", "us" or "our" refers to BuildDirect Technologies Inc., "You" or "Your" refers to the Applicant. "Participant" will mean an applicant who has been approved to be a participant with the Affiliate Program. “The sponsoring web site” refers to the World Wide Web site that links to the BuildDirect Web site. "Product" refers to any item listed for sale on the BuildDirect web site.

Currency All references to monetary amounts, including prices, on the BuildDirect Website (the “Site”) and in this Agreement shall be in U.S. currency.

Enrolment in the BuildDirect Affiliate Program In order to qualify as an affiliated participant, you should submit a completed BuildDirect Affiliate Program application via our web site. We may reject your application if we decide (at our own discretion) that your site is unsuitable for the program.

Linking to our Site You may select one or more buttons, banners or text links to link to our site. For each banner or text link, you will be supplied with the appropriate HTML code to insert into your web page. We may change all images at any time without notice. In order that your account be properly credited for referrals, it is important that you not modify this HTML code. You may not use false or misleading advertising techniques to entice users to purchase our products or services.

Order Processing: We will be responsible for processing every order placed by a customer who utilizes the special link from your sponsoring web site to our web site. Order forms, payment processing, shipping, cancellations, returns, and related customer service will be our responsibility. All of our terms, operating procedures and policies regarding customer orders and accounts will apply to orders we receive through the special link from your sponsoring web site. We reserve the right to reject any order for any reason, including any order that does not comply with our terms, operating procedures and policies or that violates applicable laws.

Member Tracking: We will track memberships created using the unique Affiliate code from your sponsoring web site. We will not be responsible for any errors you or your customers make that result in any loss of any tracking information contained in the special link. To protect our customers' privacy, the names or other personal information about specific customers will not be made available to you. We will not be responsible for any misrepresentations you make that conflict with our policies. In order to qualify as a member under the BuildDirect Affiliate Program, the customer signing up for membership cannot be a previous member of BuildDirect, Esource Builders or any other BuildDirect satellite or affiliated site. BuildDirect will conduct audits on new members to ensure that they meet this requirement. If they do not, then they will not count towards your referral fees.

Referral Fees We will pay the owner of the sponsoring web site $10.00 for each qualified customer who successfully signs up for membership with BuildDirect as a direct referral using the appropriate special link provided it includes the unique affiliate code from the sponsoring web site. The customer referred to the BuildDirect site must apply for membership with BuildDirect. It is possible that customer companies may have several purchasing personnel and could have several distinct memberships with BuildDirect. In cases where companies have more that one membership with BuildDirect, referral fees will only be paid to the initial membership from that company. If a BuildDirect membership previously exists with any member of that company, then the new membership will not count towards your referral fees. Therefore, only one referral fee will be paid to the related participant per order per membership per company.

Referral Fee Payment: BuildDirect will provide payment via cheque to the Affiliate Member, after each BuildDirect fiscal quarter, containing the number of members referred to BuildDirect from the Affiliate Member as well as payment to the Affiliate Member for the applicable referral fee owed.

Limited License We grant you a non-exclusive, revocable right to use and such other images for which we grant express permission, solely for the purpose of identifying your site as a program Participant. You may not modify our logo or any of our material in any way. Our logo is subject to copyright law as are all our other images, trade names, trademarks and copyrights and any other intellectual property rights. We reserve the right to revoke your license at any time without given reason. You may not use our logo and other material in such a way that could be considered to be harmful to our reputation. Upon cancellation or termination of this Agreement, you hereby agree to terminate use of our logo and any other material associated with BuildDirect.

Term of the Agreement: You may only receive referral fee payments for members created using the unique Affiliate code from your sponsoring web site during the duration of this agreement. This period will begin on the date that we notify you that you have been approved as a program Participant and shall end when canceled or terminated by either party as specified in this agreement. Unless otherwise cancelled or terminated, the agreement will initially be for a period of one year and automatically renewed quarterly thereafter. Payment of the final referral fee payment to you may be withheld for a reasonable period of time in order to ensure that any deductions necessary have been made.

Modifications: We reserve the right to modify any of the terms and conditions contained in this Agreement without prior notice and at our own discretion by posting a change notice or a new agreement on our site. For example, modifications may include changes in the scope of available referral fees, fee schedules, payment procedures, and program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Cancellation of This Agreement: Either party may choose to cancel or terminate this agreement at any time and for any reason by written notice of cancellation or termination to the other.

WARRANTY DISCLAIMER: WE MAKE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH REGARD TO THE PROGRAM OR ANY PRODUCTS SOLD THEREUNDER, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. LIMITATION OF DAMAGES: WE SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM SHALL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE BY US TO YOU UNDER THIS AGREEMENT.

Independent Contractors: You are an independent contractor and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship with us.

Governing Law: This Agreement and any sales thereunder shall be governed by the laws of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws rules. BuildDirect and Customer exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement. The Site (excluding linked Web sites) is controlled by BuildDirect from its offices within the Province of British Columbia, Canada. The Site can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the Province of British Columbia, by accessing the Site, the user agrees that all matters relating to access to, or use of, the Site, or any other hyperlinked Web site, shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The user also agrees and hereby submits to the exclusive personal jurisdiction and venue of the courts of the Province of British Columbia and acknowledges that the user does so voluntarily and is responsible for complying with local laws.

Other Documents

Other than as specifically provided in any separate formal purchase Agreement between Customer and BuildDirect, these terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written Agreement signed by both Customer and BuildDirect.

An application to become an affiliated BuildDirect reseller is governed by this license agreement. You must read and agree to the terms of the agreement before you can become eligible for consideration as an affiliated BuildDirect reseller. By clicking the "I Agree" link below you effectively state that you have read all the terms of the agreement and agree to comply with its conditions as well as agreeing to and abiding by the BuildDirect Privacy Policy located on the BuildDirect web site.