SUBSCRIBER AGREEMENT

This Subscriber Agreement (this "Agreement") is entered into as of the date of acceptance by the Subscriber (the ("Effective Date") by and between RONA inc. (RONA), a Quebec corporation with corporate offices at 220, Chemin du Tremblay, Boucherville (Quebec) Canada, J4B 8H7, (collectively with their Related Entities "RONA "), and the party indicating his or her acceptance below, on behalf of himself or herself individually, as well as on behalf of any entity that he or she represents ("Subscriber").

Statement of Purpose

RONA and Subscriber desire to enhance their business relationship by utilizing certain Internet-based applications and other support services. For that purpose, the parties are entering into this Agreement to set forth the terms and conditions pursuant to which RONA will allow Subscriber to access the web site maintained by RONA at facture-invoicesmv.rona.ca (the "Site"), for purposes of obtaining or providing Internet-based application services and/or Internet-based support services from or to RONA.

In the event RONA and Subscriber are (or become during the term of this Agreement) parties to a Master Buying Agreement ("MBA") or a Vendor Information Sheet (“VIS”)that governs the business relationship of the parties, they intend that this Agreement constitute an addendum to such MBA or VIS which shall remain in full force and effect notwithstanding the execution of this Agreement and in the event of any conflict or inconsistency between the MBA or VIS and this Agreement, the terms of the MBA or VIS, as it may be amended from time to time, shall prevail over this Agreement.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RONA and Subscriber hereby agree as follows:

ARTICLE I

ACCESS TO AND USE OF SITE

1.1 Access Authority and Conditions. Subject to the terms of this Agreement, RONA agrees to permit Subscriber to access the Site on a limited, revocable, non-exclusive, nontransferable basis solely for the purpose of obtaining or providing Internet-based application services and/or Internet-based support services from or to RONA and exchanging product, sales and related information to enhance the business relationship between RONA and Subscriber. RONA. may, in its sole discretion, provide Subscriber with access on the Site to certain data pertaining to Subscriber's business with RONA or other information relevant to RONA (collectively, the "Information"). Subscriber's access to the Site and Information shall be subject to the terms of this Agreement, any guidelines, rules or regulations issued by RONA from time to time in its sole discretion and the following terms:

a. Subscriber shall not use or access the Site or Information in any way that, in RONA sole discretion, may adversely affect the performance or function of the Site.

b. Subscriber shall not gain access, or attempt to gain access, by any means, to any unauthorized portion of RONA computer system or database, other than the Site.

c. Subscriber shall not use or attempt to use the Site to obtain data or other information except Information that pertains to Subscriber's business with RONA.

d. RONA may terminate, update, alter or supplement all or any portion of the Site and all or any portion of the Information in its sole discretion without providing Subscriber with notice thereof. While RONA does not presently charge for access to the Site and Information, RONA may assess such charges in the future in its sole discretion by providing notice of such charges to Subscriber.

e. Subscriber may not use the Information for any purpose other than to facilitate its business relationship with RONA; nor may Subscriber disclose any Information to any third party without RONA prior written consent. Upon termination of this Agreement, Subscriber shall return to RONA all computer files or written materials in Subscriber's possession that contain, or were derived or prepared based upon, the Information or any other content on the Site.

f. Subscriber agrees to comply with all security procedures established by RONA, and in particular, acknowledges its responsibility to maintain appropriate access to the Site.

g. Subscriber shall not copy, use, modify or prepare derivative works from Information or other content on the Site other than to facilitate its business relationship with RONA.

1.2 Subscriber Data. Subscriber agrees that RONA may collect publicly available data or other information about RONA, and its business and business activities with Subscriber, that such data and other information (relating to periods both before and after the date of this Agreement) shall be the sole property of RONA and that RONA may incorporate such data or information into the Information made available on the Site both during and after the term of this Agreement without Subscriber's consent.

1.3 Evaluation. Upon RONA request, Subscriber shall, at its own expense, assist and cooperate with RONA in its analysis and evaluation of the accuracy, accessibility, functionality and usability of the Site, any portion thereof or any improvements or changes thereto and shall provide RONA with feedback in such form and at such times as requested by RONA.

1.4 Acknowledgement. Subscriber acknowledges that the Site and Information are subject to change from time to time in RONA sole discretion without notice to Subscriber. Subscriber expressly acknowledges that RONA makes no representation and provides no warranties regarding the availability or functionality of the Site and that inaccuracies and interruptions in the availability, functionality and completeness of the Site and Information are possible. Subscriber further acknowledges that Subscriber is solely responsible for Subscriber’s own internet access and connectivity and such access to the internet is outside RONA control.

1.5 Support. RONA shall have no obligation to provide any support or maintenance for the Site; nor shall RONA have any obligation to provide access to, maintain, update or ensure the accuracy of the Information or other content on the Site.

ARTICLE II

ACCESS & SECURITY

Subscriber shall use the Site only in accordance with applicable laws, rules and regulations, now or hereafter imposed and with any conditions of use that may be established or specified by RONA from time to time and as may be set forth in any documentation or instructions furnished by RONA (electronically or otherwise). RONA reserves the right to take all actions, including suspension or revocation of the Subscriber’s access to the Site which it believes to be advisable to comply with applicable laws, rules and regulations, and with RONA conditions of use as described above. Subscriber shall keep his or her user name and password secure and shall not disclose or share them. Subscriber acknowledges and agrees that a token, ID, or similar technology may be stored on Subscriber’s private device in order to create a secure sign-on process.

ARTICLE III

TERM AND TERMINATION

3.1 Term. The term of Subscriber’s authorization to access the Site shall commence as of the Effective Date and shall terminate in accordance with Section 3.2 of this Agreement.

3.2 Termination. RONA, in its sole discretion, may terminate this Agreement and Subscriber's access to the Site and Information at any time, and for any reason. Subscriber may elect to cease accessing the Site at any time for any or no reason.

ARTICLE IV

DISCLAIMER OF WARRANTIES, LIMITATION ON LIABILITY AND INDEMNIFICATION

4.1 DISCLAIMER OF WARRANTIES.

A. THE INFORMATION AND USE OF THE SITE ARE PROVIDED "AS IS". NO WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE SITE OR THE INFORMATION IS GIVEN OR ASSUMED BY RONA OR ITS AGENTS. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. RONA MAKES NO WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION. RONA DOES NOT WARRANT THAT SUBSCRIBER'S USE OF THE SITE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE.

B. RONA MAKES NO WARRANTY OR REPRESENTATION, AND HEREBY DISCLAIMS ANY WARRANTY OR REPRESENTATION, CONCERNING THE ADEQUACY, COMPLETENESS, USEFULNESS OR SUFFICIENCY OF ANY SERVICES PROVIDED HEREUNDER, AND FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR NEGLIGENCE AND LACK OF REASONABLE CARE WITH RESPECT THERETO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTIES OF ANY TYPE ARE MADE WITH RESPECT TO THE SERVICES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

4.2 LIMITATION OF LIABILITY. IN NO EVENT WILL RONA BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR PENALTIES (INCLUDING LOSS OF PROFITS AND INABILITY TO USE THE SITE OR THE INFORMATION) ARISING HEREUNDER OR IN CONNECTION HEREWITH EVEN IF RONA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR PENALTIES. THIS LIMITATION OF LIABILITY SHALL BE APPLICABLE TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF RONA OR IN THE EVENT OF PERSONAL INJURY OR DEATH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL RONA BE LIABLE FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS ARISING IN CONNECTION WITH THIS AGREEMENT TO SUBSCRIBER OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE.

4.3 Indemnification. Subscriber will, at its sole cost and expense, indemnify and hold RONA, its affiliates and its and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, losses, damages, judgments, cost and expenses (including attorneys' fees and expenses) arising out of or related to (a) Subscriber's use of the Site or Information; or (b) any breach or non- performance by Subscriber of the terms of this Agreement in any manner. Subscriber shall permit RONA to participate in any such action to the extent that, in RONA judgment, RONA may be prejudiced thereby, and Subscriber shall not settle any such action without the prior written consent of RONA.

ARTICLE V

CONFIDENTIALITY AND OWNERSHIP OF SITE

5.1 Confidentiality. Subscriber shall maintain in confidence and not disclose in any manner to any third party without RONA prior written consent (i) the existence and terms of this Agreement; (ii) the existence, URL address, functionality, features, underlying concept or any aspect of the Site; (iii) any Information, and; (iv) any information appearing on the Site relevant to RONA : that (a) was not known by Subscriber prior to the effective date of this Agreement, (b) is not publicly available, (c) was not disclosed to Subscriber free from any duty of confidentiality, or (d) was not independently developed by Subscriber.

5.2 Ownership. By permitting access to the Site and Information hereunder, RONA does not convey to Subscriber any right to or interest in the Site, the content on the Site, the Information or any other property of RONA Any data and information about RONA business and business activities with Subscriber, whether provided to RONA. by Subscriber or developed by RONA independently, shall be the sole property of RONA. RONA shall retain the sole and exclusive editorial and creative control of the Site. Subscriber hereby acknowledges that the Site, its operation, content, underlying concept and trade dress are proprietary to RONA. and that RONA owns all right, title and interest in and to the Site and its content, including any patent, trademark, copyright, trade dress or trade secret rights therein.

ARTICLE VI

MISCELLANEOUS

6.1 Amendment and Waiver. This Agreement may not be modified unless such modification is reduced to a writing or an electronic file, dated and executed (including electronically) by both parties; provided, that RONA may in its sole discretion establish guidelines and procedures for Subscriber's access to and use of the Site that shall be binding upon Subscriber. Neither the course of conduct between the parties nor trade usage shall act to modify or alter the provisions of this Agreement. No provision of this Agreement shall be deemed waived by RONA unless such waiver is in written or electronic form and signed (including electronically) by a duly authorized representative of RONA

6.2 Authority. Subscriber represents and warrants that the person accepting this Agreement on its behalf has full right and authority to enter into this Agreement on Subscriber's behalf.

6.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the province of Quebec and the laws of Canada applicable therein.

6.4 Attorneys' Fees. Should RONA use the services of an attorney to enforce any of its rights hereunder in an action in which RONA prevails, Subscriber shall pay RONA for all costs and expenses incurred, including reasonable attorney's fees.

6.5 Assignment. Subscriber may not assign any of its rights or delegate any of its duties hereunder, including without limitation any rights with respect to or the use of the Site, without the prior written consent of RONA. RONA may assign its rights or delegate its duties under this Agreement to a parent, affiliate, subsidiary, or successor in interest without the prior consent of Subscriber.

6.6 Severability. If any provision or portion of a provision of this Agreement is determined to be invalid, illegal, or unenforceable under any circumstances, such provision or portion will be deemed omitted with respect to those circumstances, and the remaining provisions of this Agreement shall continue to be valid and enforceable as to the parties hereto.

6.7 No Fiduciary Relationship. RONA is not Subscriber's agent, mandatary, fiduciary, trustee or other representative. The relationship between Subscriber and RONA is not that of agent and principal, nor that of a mandatary and mandator. Subscriber has no authority to bind RONA, by contract or otherwise, to any obligation and shall make no representations to the contrary, either expressly, implicitly, by appearance, or otherwise.

6.8 Governing Agreement. In the event of any dispute relating to this Agreement or the relationships and obligations created herein RONA file version of this Agreement shall govern.

6.9 Signature. For purposes of this Agreement, an electronic signature shall constitute a valid signature.

6.10 Entire Agreement. This Agreement together with the MBA or VIS (in the event the parties have entered into, or enter into during the term of this Agreement, a MBA or a VIS), and any guidelines, rules or regulations issued by RONA from time to time pertaining to access to the Site or use of the Information constitute the entire agreement of the parties with respect to the subject matter hereof and supersede any prior written or oral agreements between them with respect thereto.

6.11 Related Entity. For the purpose of this Agreement, Related Entity means any person, including but not limited to any individual, corporation, company, partnership, joint venture, trust, association, governmental authority or other entity, now or hereafter existing, (“Person”) who directly or indirectly controls, is controlled by or is under common control with RONA (“Related Entity”). A Person “controls” another (other than an individual) if it holds or is beneficially entitled to, directly or indirectly, other than by way of security interest only, more than 50% of its voting rights, income or capital.