1. Program Overview

The Preferred Contractor Program is a discretionary contractor benefits program offered by Company to eligible contractor customers. The Program may include, without limitation, tier-based discounts, loyalty points, annual rebate opportunities, access to free online CRM tools, contractor financing resources, preferred contractor lead opportunities, and other benefits that Company may make available from time to time.

Participation in the Program is not a contract for any guaranteed benefit, discount, rebate, lead, financing approval, software access, business opportunity, or other economic value. All Program benefits are subject to eligibility, account standing, availability, verification, Company approval, and these Terms and Conditions.

2. Eligibility

The Program is available only to contractor customers that are registered with Company, have completed a current Customer Information Form, and are in good standing with Company. The Program is not available to homeowners, do-it-yourself customers, distributors, or any other customer category Company determines is not eligible.

Participation is automatic for eligible contractor customers who are in good standing, have a completed Customer Information Form on file, and have current account information. Company reserves the right, in its sole discretion, to determine whether a customer qualifies as a contractor customer and whether a customer is eligible to participate in the Program.

Company may reject, suspend, remove, or disqualify any customer from the Program at any time, for any reason or no reason, with or without notice. Company may also withhold, reduce, cancel, or forfeit any loyalty points, rebates, discounts, Program benefits, CRM access, or other benefits if an account is not in good standing or for any other reason determined by Company in its sole discretion.

3. Good Standing Requirement

To participate in the Program and receive or retain any Program benefit, the contractor must remain in good standing with Company.

A contractor is in good standing only if, as determined by Company in its sole discretion, all of the following are true:

• The contractor’s account is active;
• The contractor’s Customer Information Form is complete, current, and accurate;
• The contractor has no past-due balance;
• The contractor is not on credit hold;
• The contractor is not over its credit limit;
• The contractor has no unresolved returned payment, disputed charge, chargeback, collection issue, or other payment issue;
• The contractor has not violated Company policies, credit terms, sales terms, or these Terms;
• The contractor has not engaged in conduct that Company believes may harm Company’s reputation, employees, customers, vendors, business interests, or goodwill; and
• The contractor otherwise satisfies any Program requirements established by Company.

Company’s determination of good standing is final and binding for purposes of Program eligibility and benefits.

4. Program Tiers

Contractors are assigned Program tier levels based on the contractor’s purchase history during the previous calendar quarter, as determined by Company. Tier levels may determine automatic discounts on eligible products or other benefits made available by Company.

The current Program tiers are:

Company reserves the right to determine, change, increase, decrease, suspend, or remove any tier level, qualification, discount, benefit, or product eligibility at any time, with or without notice, in Company’s sole discretion. Company may change a contractor’s tier level at any time based on purchase history, account standing, Program changes, product availability, payment status, or any other reason determined by Company.

Tier levels and tier-based discounts do not determine annual rebate eligibility. Annual rebates are determined separately based on annual qualified purchase volume and the other requirements stated in these Terms.

5. Qualified Purchases

Unless Company states otherwise in writing, Program benefits, loyalty points, and rebate calculations are based only on qualified material purchases from Company. Taxes, freight, delivery charges, finance charges, service fees, processing fees, returned goods, canceled orders, unpaid orders, disputed orders, and other non-material charges do not count toward loyalty points or rebate calculations.

Orders must be filled and paid in full to qualify for loyalty points, rebates, or any other Program benefit. Company may reverse, reduce, or cancel any points, rebates, discounts, or Program benefits associated with returned, canceled, credited, adjusted, disputed, unpaid, or partially paid orders.

Company has sole discretion to determine whether a purchase qualifies for any Program benefit.

6. Annual Rebates

Annual rebates are a discretionary Program benefit based on annual qualified purchase volume. Rebates are not based on Program tier level.

To qualify for any annual rebate, a contractor must have at least $100,000 in annual qualified material purchases, excluding freight, taxes, and non-material charges, and must satisfy all Program requirements. The contractor must also be active and in good standing at the time rebates are reviewed, calculated, approved, and paid.

For purposes of receiving a rebate after year-end, an account must be active, meaning the contractor must have made a purchase from Company within the previous 90 days. If the account is not active, the contractor will not receive a rebate. If the account is not in good standing, the contractor will forfeit the rebate.

Rebates may be paid by check or ACH payment, at Company’s discretion. Rebates are expected to be paid approximately 6 to 8 weeks after the end of the calendar year, subject to Company’s review, verification, account reconciliation, and approval. Company may delay, reduce, offset, withhold, or deny any rebate if Company determines that the contractor does not satisfy Program requirements or account requirements.

Company reserves the right to change rebate percentages, rebate categories, qualifying products, product classifications, rebate calculations, minimum purchase thresholds, payment timing, payment form, and all other rebate terms at any time, with or without notice, in Company’s sole discretion.

7. 2026 Rebate Schedule and Launch Year Rules

The Program launches July 1, 2026. For the 2026 Program year, contractors must still meet the annual minimum qualified purchase requirement of $100,000 to qualify for a rebate. However, rebates for 2026 will be calculated only on qualified material purchases placed from July 1, 2026 through December 31, 2026. Orders placed before July 1, 2026 are not eligible for rebate calculation under the Program.

The current 2026 rebate schedule is:

The rebate percentages above apply only to eligible qualified purchases placed from July 1, 2026 through December 31, 2026, and only if the contractor satisfies all Program requirements. Company reserves the right to determine which products qualify as SMOOSI shingles, which products qualify as other products, and whether any product is eligible for rebate calculation.

Company may change, reduce, eliminate, or substitute any rebate percentage or product rebate category at any time, with or without notice, in Company’s sole discretion.

8. Loyalty Points

Contractors may earn loyalty points on qualified material purchases. Loyalty points are earned only after an order has been filled and paid in full. Points are accumulated on material purchases only and are not earned on taxes, freight, delivery charges, finance charges, service fees, processing fees, or other non-material charges.

Unless Company states otherwise, contractors earn 1 loyalty point for every $1.00 of qualified material purchases. Each loyalty point is generally valued at $0.01 for redemption purposes; however, Company may use rounding and may determine point values, point calculations, redemption values, redemption methods, and redemption availability in its sole discretion.

Loyalty points are redeemable toward future purchases from Company. To redeem points, the contractor must notify the contractor’s assigned sales representative. Redemption is subject to account standing, Company approval, product availability, and any redemption procedures established by Company.

Loyalty points have no cash value, cannot be redeemed for cash, cannot be transferred, cannot be assigned, and cannot be sold. Points are not property of the contractor and do not create any vested right or entitlement.

Unused loyalty points may expire if an account is inactive, including if the contractor has made no purchases for a 90-day period. Company may also expire, cancel, reduce, suspend, or forfeit unused points if the contractor is not in good standing, is removed from the Program, violates these Terms, has returned or unpaid orders, or for any other reason determined by Company in its sole discretion.

Company reserves the right to change the point earning rate, point value, redemption rules, eligible products, expiration rules, and all other loyalty point terms at any time, with or without notice.

9. Contractor Financing Resources

Company may make available information or access to third-party financing resources that contractors may choose to offer to their customers. Company does not approve, deny, underwrite, administer, service, guarantee, or fund any financing. All financing decisions, terms, approvals, denials, fees, repayment obligations, disclosures, and customer relationships are between the contractor, the contractor’s customer, and the applicable financing provider.

Company does not guarantee that any contractor or customer will qualify for financing. Company is not responsible for financing denials, delays, terms, fees, rates, disclosures, payment obligations, customer disputes, contractor payment issues, or any other matter arising from or related to financing.

Contractors are solely responsible for complying with all laws, rules, disclosures, and obligations applicable to any financing they offer, discuss, advertise, or facilitate with their customers.

10. Online CRM Tools and Measurement Resources

Company may provide or facilitate access to free online CRM tools, measurement tools, estimating tools, lead tools, project tools, or other online resources through Murphy’s Roofing Supply, Rays Roofing Supply, Company websites, or third-party platforms.

All such tools are provided “as is,” “as available,” and without any warranty of accuracy, reliability, availability, fitness for a particular purpose, or uninterrupted use. Company may change, suspend, limit, or discontinue access to any tool at any time, with or without notice.

Company is not responsible for errors, omissions, inaccuracies, delays, downtime, data loss, measurement errors, estimating errors, project quantity errors, pricing errors, roof measurement errors, customer information errors, software errors, third-party platform issues, or business losses arising from or related to use of any CRM tool, measurement tool, online tool, or related resource.

Contractors are solely responsible for verifying all measurements, estimates, quantities, pricing, orders, project information, financing information, customer information, and job details before relying on them or providing them to a customer.

11. Leads and Business Opportunities

Company may, in its sole discretion, provide preferred contractor leads or other business opportunities to contractors. Company does not guarantee any number of leads, quality of leads, accuracy of lead information, exclusivity, geographic coverage, conversion rate, revenue, customer payment, project profitability, customer satisfaction, or business result.

Company may distribute, withhold, redirect, suspend, or discontinue leads at any time, for any reason or no reason, with or without notice. Company is not responsible for the relationship, contract, payment, financing, workmanship, performance, dispute, or outcome between a contractor and any customer or potential customer.

12. No Advertising for Contractors

The Program does not obligate Company to advertise for, promote, sponsor, or market any contractor. Any general advertising or promotion of the Program is for Company’s benefit and does not create any obligation to advertise or promote any individual contractor.

13. No Use of Company Name, Logo, or Branding

Participation in the Program does not give any contractor the right to use Company’s name, trade names, logos, trademarks, service marks, images, badges, marketing materials, Program materials, or other branding. Contractors may not use “GW Murphy,” “Murphy’s Roofing Supply,” “Rays Roofing Supply,” “Preferred Contractor,” or any related name, logo, or designation in advertising, websites, social media, vehicles, signage, proposals, contracts, customer communications, or any other materials unless Company gives prior written authorization.

Company may require any contractor to immediately stop using, remove, return, destroy, or discontinue any Company name, logo, branding, Program materials, or references at any time.

14. No Endorsement, Warranty, or Guarantee

Participation in the Program does not mean Company endorses, recommends, supervises, certifies, guarantees, warrants, or assumes responsibility for any contractor. Preferred Contractor status, Program participation, tier level, lead eligibility, or receipt of benefits does not represent that Company has verified the contractor’s workmanship, licensing, insurance, financial condition, code compliance, safety practices, customer satisfaction, or business practices.

Company is not responsible for any contractor’s acts, omissions, workmanship, warranties, representations, estimates, measurements, financing discussions, customer contracts, pricing, project performance, defects, delays, liens, damages, injuries, code violations, legal violations, or customer disputes.

Contractors are independent businesses and are not agents, employees, representatives, partners, joint venturers, or franchisees of Company. Contractors have no authority to bind Company, make warranties on behalf of Company, make representations on behalf of Company, or create obligations for Company.

15. Customer Complaints and Contractor Disputes

If Company receives a customer complaint, dispute, claim, negative report, payment issue, workmanship allegation, warranty issue, reputation concern, or other concern regarding a contractor, Company may take any action it determines appropriate in its sole discretion.

Company’s rights include, without limitation, the right to suspend the contractor, remove the contractor from the Program, terminate Program benefits, remove or deny rebates, remove or deny discounts, cancel or forfeit loyalty points, withhold leads, suspend or terminate access to CRM tools, and require the contractor to stop referencing the Program.

Company has no obligation to investigate, mediate, resolve, or participate in disputes between contractors and their customers. Any involvement by Company in a complaint or dispute is discretionary and does not create liability or any obligation to continue involvement.

16. Modification, Suspension, or Termination of Program

Company may modify, suspend, reduce, substitute, or terminate any benefit, tier, requirement, rebate, point value, lead distribution method, discount, financing resource, CRM tool, online tool, Program feature, or the entire Program at any time, with or without notice, in Company’s sole discretion.

Company may make changes immediately and without advance notice. Continued participation in the Program after any change constitutes acceptance of the changed Terms or Program structure.

Company may terminate or suspend a contractor’s participation in the Program at any time, for any reason or no reason, with or without notice. Grounds for immediate suspension or termination may include, without limitation, nonpayment, late payment, credit hold, being over credit limit, misrepresentation, fraud, misuse of Company’s name or branding, customer complaints, workmanship concerns, legal violations, damage to Company’s reputation, abusive or inappropriate conduct toward Company employees, violation of Company policies, violation of these Terms, or any conduct Company determines may be harmful to Company.

Upon suspension, termination, or removal from the Program, the contractor may lose access to all Program benefits, including without limitation rebates, discounts, loyalty points, leads, CRM tools, financing resources, and Program status.

17. Taxes

Contractors are solely responsible for any federal, state, or local tax obligations arising from or related to rebates, discounts, loyalty points, rewards, merchandise, incentives, benefits, or other value received through the Program. Company may issue tax forms or request tax information when Company determines it is required or appropriate.

18. Limitation of Liability

To the fullest extent permitted by law, Company shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, lost profit, lost revenue, lost business opportunity, lost goodwill, data loss, financing-related, customer-related, software-related, measurement-related, or project-related damages arising from or related to the Program, any Program benefit, any lead, any CRM tool, any measurement tool, any financing resource, any rebate, any loyalty point, any discount, or any contractor’s participation in or removal from the Program.

To the fullest extent permitted by law, Company’s total liability for any claim arising from or related to the Program shall not exceed the amount of unpaid Program benefits, if any, that Company determines were properly earned by the contractor under these Terms.

19. Dispute Resolution; Arbitration; Exceptions

Any dispute, claim, or controversy arising out of or relating to the Program, these Terms, Program benefits, rebates, loyalty points, discounts, leads, CRM tools, financing resources, Program eligibility, Program removal, or any related matter shall be resolved by individual binding arbitration in Lake County, Indiana, unless Company elects otherwise for a claim described below.

The arbitration shall be conducted on an individual basis only. The arbitrator shall have authority to award only relief that would be available in court under applicable law and only to the individual party seeking relief. Each party shall be responsible for its own attorneys’ fees and costs, unless otherwise required by applicable law or awarded under a separate written agreement.

Company may, at its option, bring claims in court rather than arbitration for collection of unpaid accounts, enforcement of credit obligations, returned payments, injunctive relief, misuse of Company’s name or branding, protection of confidential or business interests, or any claim for which Company seeks emergency or equitable relief.

20. Governing Law and Venue

These Terms and the Program shall be governed by the laws of the State of Indiana, without regard to conflict of law rules. To the extent any dispute is not subject to arbitration or Company elects to proceed in court under these Terms, the exclusive venue shall be the state or federal courts located in or serving Lake County, Indiana, and the contractor consents to personal jurisdiction in those courts.

21. Company Discretion; Records

Company’s records, calculations, account statements, payment records, purchase records, rebate determinations, point calculations, tier assignments, and good-standing determinations shall control for purposes of the Program unless Company determines there has been an error. Company may correct errors, adjust accounts, reverse points, recalculate rebates, or change Program determinations at any time.

All Program decisions are subject to Company’s sole discretion, including decisions regarding eligibility, qualified purchases, tier level, discounts, rebates, loyalty points, good standing, lead distribution, CRM access, Program removal, and benefit availability.

22. No Waiver

Company’s failure to enforce any part of these Terms does not waive Company’s right to enforce that or any other part of these Terms later. Any waiver must be in writing and signed by Company.

23. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

24. Entire Program Terms

These Terms, together with any Program schedules, benefit descriptions, or written Program materials issued by Company, constitute the terms governing the Preferred Contractor Program. In the event of a conflict between these Terms and any brochure, flyer, website, sales communication, or other Program material, these Terms shall control unless Company expressly states otherwise in writing.

Company may update, revise, replace, or discontinue these Terms at any time, with or without notice. Participation in the Program constitutes acceptance of the then-current Terms and Conditions.

Preferred Contractor Program Terms & Conditions — GW Murphy, Inc. dba Murphy’s Roofing Supply and Rays Roofing Supply. Effective July 1, 2026.