Terms and Conditions

Effective Date: June 3, 2016

BMC STOCK HOLDINGS, INC AND AFFILIATES WEBSITE TERMS OF USE

By using this website (“Site”), you (and, if accessing the Site on behalf of a third party, the third party) acknowledge and agree to be bound the following terms and conditions (incorporating by reference any instructions, policies or guidelines referenced below, the “Terms of Use”). If You are accepting these Terms of Use on behalf of a company, organization, government, or other legal entity, You represent and warrant that You are authorized to do so on behalf of such entity. If you do not accept these Terms of Use, you must refrain from using the Site.

PLEASE READ THESE TERMS OF USE CAREFULLY AND CHECK THEM PERIODICALLY. THESE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS SITE. BY USING THE SITE AFTER WE POST CHANGES TO THESE TERMS OF USE, YOU AGREE TO ACCEPT THOSE CHANGES, WHETHER OR NOT YOU ACTUALLY REVIEWED THEM. IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN DO NOT USE THIS SITE.

1. General

This site belongs to BMC Stock Holdings, Inc or one or more of its direct or indirect subsidiaries or affiliates (“BMC”, “we”, “our” or “us”) and is currently provided free of charge to users who agree to abide by these Terms of Use. We reserve the right to change the nature of this relationship at any time. Users who violate the terms of these Terms of Use will have their access canceled and they may permanently be banned from using the Site and any interactive services.

2. Privacy

Our online privacy policy that applies to personal information (as that term is used in the Privacy Policy) we collect through the Site is located at www.stockbuildingsupply.com/stock/s/privacyPolicy (“Online Privacy Notice”). We may update the Online Privacy Notice from time to time, in our sole discretion and without prior notice to You, to reflect changes in our personal information practices.

3. Registered User

In order to conduct certain transactions (including purchases) through the Site, we require each customer to register an account (“Account”) with us through completion of an online registration form. You agree to provide accurate and complete information when You establish an Account, register with, and as You use, the Site, and You agree to update Your information to keep it accurate and complete. You agree that we may store and use Your information (and Your registered users’ information) in accordance with applicable law. You agree not to reveal Your login credentials to any person who is not authorized to use Your Account. You are solely responsible for maintaining the confidentiality and security of Your Account and for all activities that occur on or through Your Account, and You agree to immediately notify us if the security of Your Account is compromised. We will not be responsible for any losses arising out of the unauthorized use of Your Account.

4. Electronic Communications

When You visit the Site, send e-mails, or submit payments, data, information or other materials (whether tangible or intangible) to us or our third party providers, You are communicating with us electronically. Upon receipt, we will own such emails, payments, data, information (other than personal information) or other materials (whether tangible or intangible) submitted by You to us (or our third party providers) and may dispose of, use or retain any of the foregoing in our sole discretion. You consent to receive communications from us electronically. We may communicate with You by e-mail or by posting notices on the Site.

All notices from BMC intended for receipt by You shall be deemed delivered and effective when sent to the email address provided by You during Your completion of the user registration process or when posted to and made available to You on the Site (in either case, “Notice”). If You change Your email address, You must update the email address in Your Account profile.

5. Intellectual Privacy Rights

All content included on the Site, including but not limited to text, information (including pricing and other terms available to You), graphics, logos, trademarks, service marks, trade dress, page headers, pictures, images, button icons, images, audio clips, digital downloads, data compilations, functionality and software (“Content”), is the property of BMC, its affiliates or their licensors and is protected by United States and international intellectual property laws. All software used on or in connection with the Site is the property of BMC, its affiliates or its software suppliers and is protected by United States and international copyright laws. Nothing on the Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use this Site or any Content without the owner’s prior written permission, except as otherwise described herein. BMC reserves all rights not expressly granted in and to the Site and the Content.

6. License and Site Access

BMC (on behalf of itself, its affiliates and its licensors) grants You a limited, revocable license to access and use the Site for the sole purposes of obtaining information about BMC (including certain publicly available financial and corporate and company information of interest to our investors) and BMC’s products and services; applying for employment with BMC; communicating with BMC; evaluating whether to purchase BMC’s products and services; and, if applicable, applying for credit from BMC, reviewing prior invoices from BMC, ordering products and services from BMC, and submitting electronic payments therefor. You may also keep one copy of these Terms of Use (and the periodic updates thereto) solely for Your records. Except as otherwise expressly set forth in these Terms of Use, this license does not permit any resale or commercial use of the Site or the Content or any of the data otherwise hosted or stored by BMC; any collection and use of any product listings, descriptions, or prices; any derivative use of the Site or the Content or any of the data otherwise hosted or stored by BMC; any downloading or copying of Account information for the benefit of a third party; or any use of data mining, robots, spiders or similar data gathering and extraction tools. Neither the Site nor any of the Content may be reproduced, copied, sold, resold, visited, modified or otherwise exploited for any commercial purpose without the express written consent of BMC. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of BMC without express written consent. You may not use any meta tags or any other "hidden text" utilizing any Content without the express written consent of BMC. Any unauthorized use (including, without limitation, the foregoing) of the Site, or any Content terminates the permission or license granted by BMC.

7. Third Party Materials

Certain Content available through the Site may include materials from third parties. You agree that we are not responsible for examining or evaluating the content or accuracy of, and we do not warrant and will not have any liability or responsibility for, any third-party materials, or for any other materials, products, or services of third parties. You agree that You will not use any third party materials in a manner not expressly authorized by these Terms of Use or in a manner that would infringe, misappropriate or otherwise violate the rights of any third party and that we are not in any way responsible for any such use by You.

8. Representations and Warranties

You represent, covenant and warrant to us that (1) all of the information and data provided by You is accurate and truthful in all respects; and (2) You will use the Site only for lawful purposes and in compliance with these Terms of Use (including our Online Privacy Notice), and all applicable U.S. laws, rules and regulations.

9. Disclaimers and Limitation of Liability

THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, AND FUNCTIONALITY INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. BMC DOES NOT WARRANT THAT THE CONTENT OF THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. NEITHER BMC NOR ITS THIRD PARTY PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OR AVAILABILITY OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, OR FUNCTIONALITY INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE.

YOU EXPRESSLY AGREE THAT YOUR USE OF (OR INABILITY TO USE) THE SITE, INCLUDING YOUR SUBMISSION OF ANY PAYMENT OR OTHER INFORMATION, IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, BMC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. BMC DOES NOT REPRESENT OR GUARANTEE THAT THE SITE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND BMC DISCLAIMS ANY LIABILITY RELATING THERETO. IN NO EVENT WILL THE BMC INDEMNITEES (AS DEFINED BELOW) BE LIABLE, AND YOU HEREBY WAIVE ANY CLAIM AGAINST THE BMC INDEMNITEES AND RELEASE THE BMC INDEMNITEES FROM ANY LIABILITY FOR ANY LOSS OR DAMAGES OF ANY KIND ARISING FROM (A) THE USE OF THE SITE, (B) ANY INFORMATION, CONTENT, MATERIALS OR FUNCTIONALITY INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, (C) ANY ACTIONS BMC TAKES OR FAILS TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO BMC, OR (D) THE DELAY OR INABILITY TO USE THE SITE; INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY AND CONSEQUENTIAL DAMAGES, WHETHER UNDER CONTRACT, LAW, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, EVEN IF BMC HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. AT BMC'S OPTION, BMC MAY SEEK ALL REMEDIES AVAILABLE TO IT UNDER LAW AND IN EQUITY, INCLUDING INJUNCTIVE RELIEF IN THE FORM OF SPECIFIC PERFORMANCE TO ENFORCE THESE TERMS OF USE AND/OR ACTIONS FOR DAMAGES.

BMC SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SITE, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND THAT BMC IS NOT RESPONSIBLE FOR ANY LOSS OF SUCH INFORMATION, ANY LOSS OF CONFIDENTIALITY OR PRIVACY IN CONNECTION THEREWITH, OR ANY OTHER LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH BMC RELATED IN ANY WAY TO THE USE OF THE SITE IS TO DISCONTINUE YOUR USE OF THE SITE. YOU AND BMC AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

10. Indemnification

You will indemnify and hold harmless BMC and its affiliates, and our or their respective directors, officers, employees, agents, representatives, licensors and third party providers (collectively, the “BMC Indemnitees”), on demand, from and against any and all fines, penalties, liabilities, losses and other damages of any kind whatsoever (including attorneys’ and experts’ fees), incurred by any of the BMC Indemnitees, and shall defend the BMC Indemnitees against (1) all claims relating to Your use of the Site, including that any information, data or other materials (whether tangible or intangible) provided by You in connection with Your use of the Site or these Terms of Use, or use thereof by any BMC Indemnitee, infringes, misappropriates or otherwise violates any trademark, trade secret, patent, copyright or other intellectual property right or proprietary right of a third party; (2) all claims arising from fraud committed by, or the intentional misconduct or gross negligence of, You; and (3) all claims otherwise arising due to a failure to comply with, or breach by You of, any provision of these Terms of Use.

We reserve the right, at our own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by You and, in such case, You agree to cooperate with us in the defense of such matter, at Your sole cost and expense.

11. Termination

We reserve the right, at any time, in our sole discretion and without notice to You, to terminate, modify, suspend, or discontinue any aspect of the Site or Your Account or access to the Site (including Your ability to conduct transactions on the Site), and we will not be liable to You or to any third party should we exercise such rights. In the event these Terms of Use are terminated as between You and BMC, all provisions which, expressly or by their nature, survive the termination of these Terms of Use, including the restrictions regarding Content, and the representations and warranties, indemnities, and limitations of liabilities set forth in these Terms of Use, will survive termination.

12. Jurisdiction and Governing Law

All rights and obligations of BMC, the BMC Indemnitees or You relating to these Terms of Use shall be governed by and construed in accordance with the laws, rules and regulations of the State of North Carolina without giving effect to any choice-of-law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You hereby irrevocably consent and submit to the jurisdiction and venue of the courts located in the State of North Carolina for the adjudication of any matter arising out of or relating to these Terms of Use and waive any objection based on improper venue or inconvenient forum. No course of dealing or usage of trade will apply to these Terms of Use. We recognize that it is possible for You to obtain access to the Site from any jurisdiction in the world, but we have no practical ability to prevent such access. The Site has been designed to comply with the laws of the State of North Carolina and of the United States. If any Content, or Your use of the Site, is contrary to the laws of the place where You are when You access it, the site is not intended for You, and we ask You not to use the Site. You are responsible for informing Yourself of the laws of Your jurisdiction and complying with them.

13. Changes

You acknowledge that BMC, in its sole discretion may change, modify, add to or remove any portion of the Site, our policies, or these Terms of Use (including any instructions, policies or guidelines referred to in these Terms of Use) at any time, without notice to You by posting amended Terms of Use with a revised effective date. All such modifications will be binding upon You as of the revised effective date. You may not amend or modify these Terms of Use under any circumstances. Your continued use of the Site after any such change is posted to the Site will be considered Your acceptance of those changes.

14. Entire Agreement

These Terms of Use govern Your use of the Site, including the submission of all data, information and other materials (whether tangible or intangible and including order, payment and personal information) through the Site. These Terms of Use constitute the entire agreement between You and BMC with regard to your use of the Site and all matters addressed herein, to the exclusion of all other terms and conditions (including any terms or conditions that you purport to apply under any work order, purchase order, order confirmation, specification, email, telephone call or other document or communication). No terms or conditions endorsed upon, delivered with or contained in or communicated by any of the foregoing will form part of these Terms of Use. For the avoidance of doubt, any sale of goods or services through the Site is subject to the terms and conditions posted at www.stockbuildingsupply.com/stock/s/termsOfSale (“Terms of Sale”). In the event of a conflict between these Terms of Use and the Terms of Sale, the Terms of Sale shall prevail.

15. General

You will not assign or otherwise transfer Your rights and obligations under these Terms of Agreement, by operation of law or otherwise, without the prior written consent of BMC. Any actual or attempted assignment without such consent will be void. Failure by BMC to enforce any provision in these Terms of Use will not be construed as a waiver of such or any other provision. No waiver will be binding upon BMC unless in writing and signed by BMC, and any such waiver will be limited to the particular instance referred to. If any provision of these Terms of Use is held to be invalid, illegal or unenforceable for any reason, the remainder of these Terms of Use will continue in full force and effect and such invalid provision, to the maximum extent permitted by law and to the extent possible, will be construed in accordance with the original intent of the parties, and to the extent not possible, will be deemed severable from these Terms. As used in these Terms of Use, the word “including” and words of similar import means “including, without limitation.”

16. Comments, Complaints and Questions

We welcome Your feedback about the Site. However, any comments, ideas, notes, messages, suggestions or other communications sent to the Site shall be and remain the exclusive property of BMC, and we may use all such communications in any manner without compensation to You.

Should You have any questions or complaints regarding violations of these Terms of Use, please contact us by email at websupport@buildwithbmc.com.