Welcome to Xpedious ("Xpedious," "we," "us," or "our"). These Terms & Conditions ("Terms") govern your use of our website xpedious.com and related services, including procurement, delivery, and expediting of supplies to job sites (collectively, the "Services"). By using our Services, you agree to these Terms. If you do not agree, do not use our Services.

1. Overview

Xpedious provides supply procurement and expediting services designed for contractors and construction professionals. Customers may place orders by text message, email, or other approved methods. Our role is to facilitate sourcing and delivery among you, suppliers, and couriers/expediters and/or such related services.

2. Eligibility

To use our Services, you must:

• Be at least 18 years of age;
• Have the authority to enter into binding contracts on behalf of yourself or your business; and
• Use our Services for business or professional purposes only (not for personal or household use).

3. Services

• Authorized Agent: Customer appoints Xpedious, Inc. ("Xpedious") as its authorized agent solely for the limited purpose of procuring goods, materials, and services ("Supplies") on Customer's behalf from third-party vendors designated or approved by Customer.
• Purchases Through Customer Accounts: Customer acknowledges and agrees that Xpedious does not purchase Supplies from its own vendor accounts and does not resell Supplies to Customer. All purchases are made using Customer's existing accounts, pricing, terms, and arrangements with the applicable vendors, or otherwise in Customer's name.
• Vendor Relationships: Any contract, order, or transaction for Supplies is solely between Customer and the applicable vendor. Xpedious is not a party to such agreements and does not assume responsibility for vendor performance, product quality, warranties, delivery timelines, pricing, or compliance with vendor terms.
• Payment Authorization: Customer authorizes Xpedious to submit orders, confirm pricing and availability, and coordinate payment using Customer's authorized payment methods or vendor billing arrangements, as applicable.
• No Title or Risk of Loss: Title to and risk of loss for Supplies pass directly between the vendor and Customer in accordance with the vendor's terms. Xpedious does not take title to, possession of, or responsibility for the Supplies.
• Limitation of Authority: Xpedious's authority as an agent is limited strictly to procurement and related administrative coordination. Xpedious has no authority to modify vendor terms, extend credit, or make binding representations on behalf of Customer except as expressly authorized.

4. Use of Services

You agree to use our Services only for lawful purposes and in accordance with these Terms. You may not:

• Misuse or disrupt our systems;
• Provide inaccurate order or delivery information;
• Interfere with or attempt to gain unauthorized access to our data or networks.

5. Orders and Fulfillment

Orders may be submitted via text message, email, or other channels designated by Xpedious. Each order constitutes a request for procurement and delivery of specified materials or supplies.

Xpedious will use commercially reasonable efforts to source requested items through its network of suppliers and arrange for delivery to the designated job site. Availability, lead times, and pricing may vary.

• Order Confirmation: An order is considered confirmed once you approve pricing and availability communicated by Xpedious.
• Changes and Cancellations: Once confirmed, orders may not be canceled or modified without Xpedious's approval, and additional fees may apply.

Add-On Services

Xpedious may offer optional add-on services ("Add-Ons") to enhance or expedite the procurement and delivery process. These may include, but are not limited to:

• Same-day or after-hours delivery
• On-site coordination
• Special handling (oversized, heavy, or fragile materials)
• Prioritized sourcing

Add-Ons are available upon request and subject to availability, location, and supplier constraints.

• Pricing for Add-Ons will be communicated prior to confirmation.
• Once accepted by the customer, Add-Ons are considered part of the confirmed order and are non-refundable.
• Xpedious reserves the right to modify or discontinue any Add-On at any time without prior notice, provided that existing confirmed Add-Ons will be honored.

6. Fees & Payment

You agree to pay all fees, charges, and costs associated with your orders, including procurement costs, delivery fees, and any applicable taxes. Pricing is typically quoted prior to confirmation and may vary based on supplier or delivery conditions.

Payment is due upon receipt of invoice unless otherwise specified. Late payments may incur additional fees or suspension of services.

Add-On Charges

Add-On services may carry additional fees separate from standard order and delivery rates. Customers agree to pay all charges associated with Add-Ons they request and approve. Charges for Add-Ons will appear on the order summary or invoice and are non-cancellable and non-refundable once accepted.

7. Delivery and Risk of Loss

Delivery times are estimates only. Xpedious is not responsible for delays caused by suppliers, carriers, or factors beyond our control.

Risk of loss transfers to you once materials are delivered to the job site or the delivery location you designate.

8. Supplier and Carrier Relationships

Xpedious acts as an intermediary between you, suppliers, and couriers. We do not manufacture, warrant, or guarantee materials sourced through our network. Any product defects or shortages must be addressed directly with the supplier, though Xpedious may assist in facilitating resolutions when possible.

9. Warranties and Disclaimers

The Services are provided "as is" and "as available."

Xpedious makes no warranties, express or implied, regarding the Services, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not guarantee that the Services will be uninterrupted, error-free, or that all requested materials will be available.

10. Limitation of Liability

To the fullest extent permitted by law, Xpedious and its affiliates, officers, and employees shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages;
• Any loss of profits, data, or goodwill; or
• Any claims arising from delays, misdeliveries, or unavailable materials.

Our total liability shall not exceed the amount paid by you to Xpedious for the order giving rise to the claim.

11. Indemnification

You agree to indemnify and hold harmless Xpedious, its affiliates, and their employees and agents from any claims, damages, losses, or expenses (including attorney's fees) arising out of your use of the Services, violation of these Terms, or infringement of any third-party rights.

12. Confidentiality

In the course of providing the Services, Xpedious may receive or have access to certain confidential or proprietary information relating to the customer or its vendors ("Confidential Information"). Xpedious agrees to use such information solely for the purpose of performing its obligations under these Terms and to maintain its confidentiality using commercially reasonable measures.

Confidential Information does not include information that:

• Becomes public through no fault of Xpedious;
• Was already in Xpedious's possession without an obligation of confidentiality;
• Is independently developed by Xpedious; or
• Is rightfully received from a third party without restriction.

Except as required by law or necessary to provide the Services, Xpedious will not disclose Confidential Information to any third party without the customer's prior consent.

13. Intellectual Property

All content, trademarks, and materials on our website and in our communications are the property of Xpedious or its licensors. You may not reproduce, distribute, or create derivative works without written permission.

14. Termination

We may suspend or terminate your access to the Services at any time if you violate these Terms or use the Services in a manner we deem harmful, illegal, or disruptive.

15. Governing Law

These Terms are governed by the laws of the State of Alaska, without regard to conflict of laws principles. Any disputes shall be resolved in the state or federal courts located in Anchorage, Alaska.

16. Changes to Terms

We may update these Terms from time to time. The updated version will be posted on our website with a revised "Effective Date." Continued use of the Services after changes become effective constitutes acceptance of the new Terms.

17. Contact

If you have any questions about these Terms or our Services, please contact us at: