SPEEDX PARCEL SERVICE AGREEMENT

Last Modified 03.24.2026

These terms and conditions of service (the “Terms and Conditions” or the “Agreement”) constitute a legally binding contract among the Parties and shall apply solely to services provided by Speed Xpress Inc., for parcel services described herein.

By OFFERING goods for SPEED XPRESS’s services, or by clicking to accept or agreeing to these Terms and Conditions, CLIENT agreeS to be bound by these Terms and Conditions in the version PUBLISHED at the time CLIENT OFFERS GOODS TO SPEED XPRESS for the services. 

The Terms and Conditions are subject to change by Speed Xpress Inc., upon posting on Speed Xpress Inc’s website from time to time.  The most current  version of the Terms and Conditions are published at [Insert].

Definitions

“Account Form” means the account form which has the Last Mile Entry Locations as referenced in Schedule A .

“Accessorial Charges” means any additional fees beyond the scope of standard work including but not limited to specialized equipment, returns to sender based on undeliverable attempts, over-labeling, special handling, extra stops, unique delivery destinations/areas etc., as referred to in Schedule B.

“Business Day” means Monday through Friday, excluding the holidays observed by SPEEDX as set forth in Section 21.

“Client Dependency” has the meaning set out in Section 4.

 “Client Parcel” means a package from the Client that is submitted for delivery by SPEEDX.

“Client Shipment” means goods packed and prepared for SPEEDX delivery by the Client.

“Confidential Information” has the meaning set out in Section 9.

“D2C” means a package directly delivered to a consumer recipient. 

“ Services” has the meaning set out in Section 2.

“Disclosing Party” has the meaning set out in Section 9.

“DOT” means the United States Department of Transportation, including its sub-agencies such as the Pipeline and Hazardous Materials Safety Administration (PHMSA), and any successor organization responsible for regulating the transportation of hazardous materials in the United States.

“Effective Date” means the date in which Services have gone ‘live’  and billing fees commence.

“Fees” has the meaning set out in Section 5.

“Force Majeure” means any cause beyond the reasonable control of a Party, including; (a) Acts of God (including fire, explosion, tidal wave, flood, earthquake, drought, storm, hurricane or other natural disaster); (b) war, hostilities (regardless of whether war is declared), invasion, act of foreign enemies, mobilization, requisition, or embargo; (c) rebellion, revolution, insurrection, military or usurped power, or civil war; (d) contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly or inherent vice of the goods; (d) riot, commotion, labor dispute, strikes, go slows, lock outs, interruption, disorder; (e) acts or threats of terrorism; (f) confiscation, nationalization, government sanction, blockage, or embargo; (g) failure of electricity or mechanical failures, internet or telephone service; (h) cyber-attacks;  or (i) pandemic diseases, such as sars and COVID 19. A Force Majeure event or cause shall not include any event or cause: (a) that is a consequence of the negligence or deliberate act of the Party in breach; (b) that could have been avoided through the exercise of reasonable diligence on the part of the Party in breach or any person engaged by such Party; or (c) resulting from a lack of financial resources due to unreasonable actions by the party.

“IATA” means the International Air Transport Association and its applicable Dangerous Goods Regulations (DGR), as updated from time to time.

“ICAO” means the International Civil Aviation Organization and its Technical Instructions for the Safe Transport of Dangerous Goods by Air, as updated from time to time.

“Pick Up” means the action of a courier going to a specific location to collect a Client Parcel in order to deliver it to another location.

“Prohibited Goods” means any goods, equipment or technology which, at the relevant time, may not lawfully be handled and/or stored by reason of any Sanction or which is subject to any prohibitions, restrictions or special handling requirements (such as dangerous goods, perishable goods, certain high value luxury goods and those requiring special consent or permission).

“Publicity” has the meaning set out in Section 15.

“Receiving Party” has the meaning set out in Section 9.

“Sanctions” mean restrictive measures imposed and used as foreign policy tools by one country or group of countries in order to deter wrongdoing and misconduct.

“SPEEDX Application” means the software that SPEEDX provides to the Client where these Terms and Conditions and the applicable rate, among other items, are located.

“Territory” means the areas according to zip code, as further referenced in Schedule A, in which SPEEDX shall provide the Services for the Client. [Coverage Zip code Network in LAX/ORD/JFK areas].

1.    Services

1.1 SPEEDX will perform the Services as a warehouseman, if applicable, and/or as freight broker pursuant to its broker permit held with the FMCSA under U.S. DOT No. 4258659 and MC No. 1651913-B:

• Receive and process Client Parcel data files through the SPEEDX Applications;
• Arrange for the delivery of Client Parcels to customers via its courier network within the next Business Day of receiving the parcels from Client;
• Send details of Client Parcels, including shipment tracking to the Client in response to Client Parcel label requests; and
• Passing along Client’s instructions the couriers to leave the Client Parcel in a safe place at the customer’s door or the concierge of the apartment complex if the location is not accessible or the designated drop-off location for DDU (delivered duty unpaid) delivery.

1.2 The Services which entail Client Parcels that exceed 48 inches in length or over 50 pounds in weight, are subject to prior written consent and approval by SPEEDX.

1.3 The Services will be performed in the Territory in accordance with the terms of this Agreement. Notwithstanding the foregoing, in the event that a Client Parcel is undeliverable by a courier after a first attempt, the courier will attempt to contact the customer by phone or contact SPEEDX by email in order to coordinate two (2) subsequent delivery attempts (fees may incur as set out in Schedule B: Rate Card). If the delivery still cannot be made within fourteen (14) days upon Client Parcel’s first scan into SPEEDX’s network, or the customer refuses the delivery, SPEEDX will consider Client Parcel as an abandoned parcel. For clarity, the Services will not include SPEEDX conducting any customer services related to shipping and fulfillment and SPEEDX will not be responsible for direct customer interaction or responding to shipping inquiries from customers.

1.4 The Territory within which SPEEDX provides the

Services may change at any time and Client will be provided fourteen (14) days’ notice if the Territory is reduced, or seven (7) days’ notice if the Territory is increased.

1.5 Client may request that SPEEDX provide the following additional services:

• Provide Client with a signature or, where required by applicable law, an ID verification;
• Address correction;
• Re-labelling;
• Reroute/reattempt of deliveries; and
• Adult Signature Verification for age-restricted shipments, including but not limited to vape products, ensuring compliance with applicable state and federal laws.

1.6 Age-Restricted Vape Shipments; SPEEDX will use its best efforts to comply with age verification requirements and obtain the signature of an adult who is at least 21 years old when delivering Client Parcels and or Client Shipments containing age-restricted products. The recipient must present a valid, government-issued photo ID as proof of age. SPEEDX shall not be liable for any claims, losses, damages, fines, penalties for any age-restricted delivery. For signature requests, each additional attempt beyond the first attempt, will be charged in accordance with the rates as noted in Schedule B.

1.7 These additional services will be charged to Client based on SPEEDX’s then-current rates.

2.    Delivery Period

SPEEDX (D2C) will work with its couriers to make the first attempt of delivery between 6:00am to 10:00pm in the local time zone the next Business Day after receiving the package.

3.    Client Dependencies and Representations and  Warranties

3.1 In order to ensure that SPEEDX is able to provide the Services in the period stated in herein, Client agrees to provide all necessary cooperation and assistance (such cooperation and assistance, a “Client Dependency”). If Client fails to complete any Client Dependency in a timely manner, then, to the extent such failure directly impacts SPEEDX’s ability to provide the Services, SPEEDX will be excused from performing the Services without fines or penalties in the period stated in Section 4.

3.2 For the avoidance of doubt, Client Dependencies include:

• Supplying all Client Shipments in the quantities, quality and time-periods necessary to allow SPEEDX to fulfill its obligations hereunder;
• Ensuring each Client Shipment is packed with the appropriate shipping;
• Label in accordance with SPEEDX’s instructions;
• At request, providing SPEEDX with accurate weekly customer order forecasts;
• Updating SPEEDX with knowledge of any upcoming sales specials or seasonal variability to allow SPEEDX to allocate resources planning;
• Transmitting Client Shipment data files to SPEEDX using a direct system-to-system API call;
• Conducting customer service related to shipping and fulfillment and be responsible for direct customer interaction responding to shipping inquiries; and
• Keeping SPEEDX promptly informed and advised of any applicable laws, rules, and regulations affecting or relating to the Client Parcels

3.3 Client represents and warrants to and covenants with SPEEDX that: (i) it has all necessary permits, authorizations, consents, rights and licenses necessary to engage SPEEDX to provide the Services; (ii) it has and will maintain at all times all necessary rights, licenses and consents to sell the Client goods; (iii)  it will comply with all applicable laws, rules and regulations applicable to its activities and obligations hereunder including, but not limited to, laws governing unfair trade practices, bribery, corrupt practices, deceptive or misleading advertising, privacy and data protection and will create, maintain and retain all records and documents reasonably necessary to demonstrate its full compliance with each such law, rule and regulation; and (iv) for any Client Shipment containing lithium batteries contained in equipment (classified as UN3091 or UN3481), Client has obtained SPEEDX’s prior written approval and has fully complied with all applicable dangerous goods laws and regulations including, without limitation, IATA, ICAO, and U.S. DOT requirements. Client further represents that it has properly classified, packaged, marked, labeled, and documented such shipments and that all required lithium battery markings and handling instructions have been affixed to the exterior packaging or as required by SPEEDX and applicable rules and regulations.

3.4 Client represents and warrants that the information it provides to SPEEDX is true, accurate and correct.

3.5 Client agrees to inform SPEEDX in writing of any special precautions necessitated by the nature, weight, or condition of the Client Parcel and or Client Shipment and of any statutory duties specific to the Client Parcel and or Client Shipment with which SPEEDX may need to comply. Client warrants that the Client Parcel and or Client Shipment are not considered hazardous materials and/or dangerous goods at the time the goods are tendered to SPEEDX.

3.6 SPEEDX represents and warrants to and covenants with Client that: it holds all appropriate authorizations, permits, certifications, and licenses as necessary to perform the Services in accordance with this Agreement and all applicable laws. SPEEDX will immediately notify Client of any suspension, cancellation, or termination of any applicable authorizations, permits, certifications, and licenses. SPEEDX will perform all Services in compliance with all applicable laws including state, federal, and local jurisdictions. Notwithstanding the foregoing, Client acknowledges that SPEEDX is not liable or responsible for any changes in laws, mandates, rules, regulations for which it has no viable control over, and Client shall discharge and waive any claims against SPEEDX for which may be the direct result of such changes.

4.      Fees for Core  Services

4.1 Client Shipments will be charged based on the agreed upon rate, as written in the Rate Card (“Schedule B”). These charges are subject to change based on material changes to volumes, seasonal surcharges etc.

4.2 Client acknowledges that the rates in this Agreement are based on the Package Level Detail (“PLD”) initially provided to SPEEDX, including but not limited to package weight, dimensions, service level, destination mix, and estimated weekly volumes (“Original PLD”).

4.3 If, during the Term, the actual package characteristics or tendered volumes materially differ from the Original PLD, SPEEDX may revise the applicable rates, service commitments, or operational requirements to reflect the updated package profile and volume levels.

5.4 The couriers will attempt to deliver the Client Shipment for a maximum of two (2) times, and each additional attempt will be charged at the same rate as set out in Schedule B. Further, both Parties agree to revisit the Fees immediately should there be a change in market standards, fluctuations in living costs and or inflation, or if there is a material change to the Services requested.

5.      Changes to Services

The Parties may request an amendment or change to the scope of the Services or Client Dependencies in a written form. Neither Party will implement an amendment or change unless a written request has been completed and executed by authorized representatives of each Party.

6.      Term and Termination

6.1  These Terms and Conditions shall remain in full force and effect while the Services are performed, and all provisions of these Terms and Conditions which by their nature should survive termination will survive termination, including without limitation, each Party’s representations and warranties, rights to payment, confidentiality obligations, indemnification, insurance, surrender of goods, intellectual property, and limitation of liability.

6.2 Either Party may, at any time and without cause, terminate this Agreement upon giving the other Party at least 30 days’ prior written notice. All Fees owed and due to SPEEDX for Services rendered shall be paid immediately by Client.

6.3 Either Party may, without payment of any termination fee, penalty, or other amount, terminate this Agreement for cause by providing notice to the other Party of such termination in each of the following circumstances: (i) if the other Party defaults in any payment to the non-defaulting Party and such default continues without a cure for a period of five (5) days after the delivery of written notice thereof by the non-defaulting Party to the other Party; (ii) if the other Party defaults in the performance of any material term or condition of this Agreement and such default continues un-remedied for a period of 30 days after the delivery of written notice thereof by the non-defaulting Party to the defaulting Party; or (iii) the filing of a voluntary or involuntary petition for bankruptcy, insolvency proceeding, liquidation or assignment for the benefit of creditors by or against the other Party, or the placement in the hands of a receiver, liquidator or trustee of a substantial portion of the other Party’s assets.

7.      Payment Terms

7.1 In consideration for the performance by SPEEDX of SPEEDX’s obligations under this Agreement, Client will pay SPEEDX all invoiced fees (the “Fees”) calculated in accordance with Section 4 and the Rate Card (“Schedule B”).

7.2 For SPEEDX Services, requests for an invoice dispute (e.g., adjustment of charges based on an incorrect rate, billable weight, zone, account number, label cancellation/unused label, type of service, etc.), or for a refund due to SPEEDX’s failure which is a direct result of its’ grossly negligent acts, must be received by SPEEDX within seven (7) of the invoice date. Both parties will work to resolve the dispute and should a resolution be reached, an invoice adjustment will be made, and credit memo/invoices will be provided by SPEEDX after the requests have been verified and approved by SPEEDX. Client will be able to use the credit memo/invoices on the payments of its subsequent invoices.

7.3 SPEEDX shall prepare and email to Client a weekly invoice setting out the Fees based on Client’s shipping manifest pre-alert for the Services performed by SPEEDX in the immediately preceding week. Re-billings caused by incorrect Client Parcel measurements or weights, and/or additional survives of relabeling, address correction, signature confirmation, and re-attempt will be added in subsequent weekly invoices in accordance with the actual Service rendered. Client is fully responsible and liable for the foregoing charges. Further, Client shall be liable for any return, duty and taxes, confiscation, disposal, fines, legal punishment for any parcel prohibited by applicable law or regulation of any federal, state, or municipal government in the United States.

7.4 Client will pay all invoiced Fees within seven (7) business days of receipt in U.S. Dollars, via ACH, wire transfer, check or other mutually agreed payment methods. SPEEDX reserves the right to terminate services in the event of non-payment.

7.5 The Security Deposit and any outstanding account balance will be returned to Client within 60 days of the termination of this Agreement less any amounts that are owed and due to SPEEDX.

7.6 SPEEDX shall have a lien on the Client Shipment and or Client Parcel and may refuse to surrender possession of the Client Shipment and or Client Parcel until all charges or debts are paid in full. If such amounts remain unpaid for thirty (30) days after SPEEDX’s demand for payment, SPEEDX may sell the Client Shipment and or Client Parcel in any reasonable manner, and shall apply the proceeds to the amounts owed. Client will remain responsible for any deficiency outstanding to SPEEDX.

8.      Confidential Information

8.1 Client and SPEEDX each acknowledge that in connection with the performance of their respective obligations under this Agreement, each Party may be given, receive or have access to information owned or controlled by the other Party, the disclosure of which would cause substantial or irreparable harm to such Party. Each Party (the “Receiving Party”) shall keep confidential any and all information disclosed by or on behalf of the other Party (the “Disclosing Party”) hereunder (“Confidential Information”). Each Party agrees to protect the Confidential Information of the other Party by using the same degree of care with respect to such Confidential Information that it would exercise with its own Confidential Information, but in any event no less than reasonable care; provided however, that the Receiving Party shall not be prohibited from disclosing or using Confidential Information that the Receiving Party can document: (a) is publicly available or becomes publicly available through no act or omission of the Receiving Party, (b) is or has been disclosed to the Receiving Party by a third party who is not under an obligation of confidentiality with respect thereto, (c) is or has been independently developed by the Receiving Party, without use of or reference to the Disclosing Party’s Confidential Information, or (d) was known to the Receiving Party without restriction prior to disclosure by the Disclosing Party. Client and SPEEDX each agree not to disclose to any person, or use for any purpose any such Confidential Information, except as may be required to exercise its rights and/or fulfill its obligations under this Agreement.

8.2 Receiving Party will ensure that any person it discloses Confidential Information to is bound by written obligations of confidentiality no less stringent or protective than those set out herein. Confidential Information includes any financial information; budget information; data and information regarding any employees; information regarding any marketing or business plans; and any information that either Party must keep confidential as a result of obligations to a third party. The Receiving Party may make disclosures of Confidential Information to the extent required by law, provided it uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order and allows the Disclosing Party to participate in the proceeding. The provisions of this Section and each Party’s obligations hereunder shall survive any termination of the Agreement for a period of three (3) years following termination provided that Recipient’s obligations with respect to Confidential Information that constitutes a trade secret shall survive for the longer of such three (3) year period or for so long as such information constitutes a trade secret under applicable law. In the event of expiration or termination of this Agreement for any reason, each Party will return to the other Party all Confidential Information and other materials of the other Party.

8.3 The Parties shall implement and maintain commercially reasonable administrative, physical, and technical safeguards and measures to protect against unauthorized access to confidential data, personal data, and any proprietary software. Both parties undertake to comply with the applicable data protection laws, including any applicable common law.

9.      Insurance

9.1 SPEEDX shall maintain, or shall require its couriers and independent contractors to maintain the following insurance:

• Workers’ Compensation Insurance policy in accordance with applicable state law.
• General Liability Insurance, insuring against bodily injury, property damage, and personal   injury   liability   with   a combined single limit of not less than $1,000,000 per occurrence and annual aggregate as applicable.
• Commercial Auto Liability insurance covering bodily injury and property damage, with a limit of liability not less than $1,000,000 combined single limit.

9.2 SPEEDX will procure or require its independent contractors to procure insurance required under this Section 9 from an insurance having a rating of “A-” or better by AM Best. If SPEEDX and/or its contractors fail to carry sufficient insurance to cover loss and/or damage sustained to Client freight and/or property at pickup sites while in its custody, SPEEDX guarantees to cover the replacement cost for losses and/or damage.

9.3 Client will maintain Commercial General Liability Insurance including premises or operations, broad form property damage, covering its obligations hereunder for bodily injury and property damage with a combined single limit of not less than $1,000,000 per occurrence and Product Liability Insurance in an amount not less than $1,000,000 per occurrence.

9.4 SPEEDX does not provide insurance coverage for Client Parcels while in storage. Client shall provide any and all insurance required by Client during the time that the Client Parcels are placed with SPEEDX, until the Client Parcels are placed with a courier, returned to Client, or otherwise transferred or disposed of by SPEEDX.

10.5 All policies will provide that such coverage under these policies will not be canceled or materially changed without at least thirty (30) days prior written notice to the other Party.

10.    Prohibited Goods

10.1 SPEEDX reserves the right to decline specific items, including but not limited to: illegal goods, cash or cash equivalents, stamps, negotiable instruments, jewelry, coins, precious metals, original artwork, one-of-a-kind items, antiques, furs, live animals, fuels of any kind, alcohol, tobacco, all tobacco products, and perishable items. SPEEDX does not accept anything classified as a hazardous good, or packages containing bodily fluids, vaping products, medical marijuana, or fragile items.  Refer to Schedule C for Prohibited and Dangerous Goods.

10.2 SPEEDX reserves the right to refuse any parcel classified as a hazardous material or dangerous good under applicable federal, state, or international regulations, including but not limited to items listed in Schedule C. Notwithstanding the foregoing, SPEEDX may, at its sole discretion, accept parcels containing lithium batteries contained in equipment (classified as UN3091 or UN3481) only if the Client obtains prior written approval and ensures such shipments are properly classified, packaged, marked, labeled, and documented in strict compliance with all applicable laws and regulations, including but not limited to IATA, ICAO, and U.S. DOT requirements. SPEEDX reserves the right to inspect, refuse, isolate, return, or dispose of any shipment it reasonably believes to contain undeclared, mis-declared, or non-compliant dangerous goods, without liability and at the Client’s expense, and may take any actions necessary to ensure safety and regulatory compliance. The Client shall remain solely responsible for any fines, penalties, costs, or damages arising from breach of this section 10 and applicable law.

10.3 All Client Shipment’s are subject to inspection by SPEEDX and its carriers and by any authorized government or regulatory entities, including but not limited to the U.S. Transportation Security Administration, and U.S. Customs and Border Protection. SPEEDX is not obligated to perform such inspections except as mandated by law or government authority. SPEEDX may reject any shipment that it deems unfit for transport or for storage after inspection and Client shall be responsible for any and all charges, including storage, arising from such rejection.

10.4 For clarity, Prohibited and Dangerous Goods remain subject to the restrictions under Schedule C unless approved in writing under the terms set forth herein.

11. Surrender of Goods

11.1 Should Client fail to provide instructions on Parcels and/or Shipments which have been returned to SPEEDX facility, SPEEDX may sell or dispose of the Parcels and/or Shipments in accordance with applicable State law and SPEEDX shall retain all proceeds and benefits of any such action. Client shall remain responsible for all charges and costs incurred as a result of the surrendered Parcels and/or Shipments.

11.2 SPEEDX may require the Client to remove its Parcels or Shipments from a SPEEDX facility upon expiration of any period for storage fixed by any document reflecting such an agreement between the Parties. If no term or period of storage is fixed between the Parties, then SPEEDX may require removal of the Client’s Shipments and/or Parcels and payment of all Charges to be paid by the Client to SPEEDX for its provision of Services , which shall be no less than thirty (30) days after SPEEDX provides written notice of removal to the Client. If no such period of time is agreed in writing by the Parties within thirty (30) days after SPEEDX provides written notice of removal to the Client, then SPEEDX may require removal of the Client’s Shipments and/or Parcels and payment of all Charges to be paid by the Client to SPEEDX for its provision of Services in relation to the Shipments under this Agreement within a period of time set by SPEEDX which is no less than thirty (30) days after SPEEDX provides written notice of removal to the Client.

12. Marketing References and Intellectual Property

12.1 Notwithstanding anything in this Agreement to the contrary, neither Party may refer to the other Party in announcements, press, or marketing releases, publications, presentations, case studies and other public statements and on its’ website and other online channels (collectively, “Publicity”), without prior written consent, such consent to be granted in said Party’s sole discretion. Neither Party may use the other Party’s name, logo and trademark in conjunction with any Publicity and disclose the existence of this Agreement, the Services provided and any testimonials received in any such Publicity without prior written consent. The Parties may also participate in other joint marketing and referral activities as may be mutually agreed.

12.2 As between the Parties, all intellectual property rights (including copyright) developed, adapted, modified or created by SPEEDX (including in connection with the Agreement or the provision of the Services) will at all times vest, or remain vested, in SPEEDX. Notwithstanding the foregoing, intellectual property includes but is not limited to SPEEDX Services including but not limited to SPEEDX Application, proprietary software, its’ trademarks, its’ trade secrets, its’ copyrights, its’ program materials, text, and feedback pertaining to the Services rendered hereunder.

12.3 Nothing in this agreement shall grant SPEEDX rights to the Client’s intellectual property (including copyright) developed by Client prior to entering into this Agreement or not otherwise in connection with or related to this Agreement or the Services.

13. Indemnities

13.1 Subject to the insurance limits herein, both Parties will indemnify and hold harmless the other Party from and against all losses, damages, fines, and expenses suffered or incurred arising from or in connection with or relating to third-party claims for the following: (i) a material breach of this Agreement; or (ii) a failure to comply with applicable federal, state, or local laws or regulations.

13.2 Notwithstanding the foregoing, SPEEDX will have no obligation to indemnity or hold Client harmless where such injury or damage is caused or contributed to by a negligent act or omission of Client or its agents, representatives, or employees.

13.3 Client further agrees to indemnify, defend, and hold SpeedX and its affiliates, and their directors, officers, personnel, and employees harmless from and against all liabilities, claims, suits, demands, losses, damages, fines, and expenses (including reasonable attorney’s fees) suffered or incurred arising from or in connection with or relating to; (i) the design, packaging, labeling, manufacture, distribution, marketing, use or sale of Client’s goods; (ii) any penalties, violations, fines, and or losses suffered by reason of the Client’s failure or untimely disclosure of information or any incorrect, incomplete, or false statement by Client or its agent, representative or contractor upon which SPEEDX relied; (iii) any failure by Client to comply with applicable federal, state, or local laws and regulations, including, but not limited to, those concerning dangerous goods or hazardous materials; (iv) any misclassification, mislabeling, undeclared or improperly declared shipment containing lithium batteries or other dangerous or hazardous goods;  (v) infestation, contamination, property damage, or personal injury or death caused by the goods, (vi) product recalls involving the goods; and (vii) any third parties claiming rights to, or title to the Client Parcel and or Client Shipment. Such indemnification shall include any legal fees or costs incurred from any claim by a third party, regardless of whether litigation is filed.

14. Limitation of Liability

14.1 If the Client Parcel and or Client Shipment are damaged while in the care, custody and control of SPEEDX, the liability of SPEEDX for damage or loss to the Client Parcel and or Client Shipment, shall be limited to the replacement value and not exceed fifty USD dollars ($50.00) per Client Parcel. SPEEDX shall not be liable for any claims after, post-delivery and will immediately notify the Client of any visible (apparent) damages to the outer surface of the cartons, while in SPEEDX’s care, custody, and control. Client releases SPEEDX from any and all liability regarding damage to the inner contents of the cartons as well as the condition of the contents and/or cartons prior to delivery. SPEEDX shall not be liable for any claims or damages to any Client Shipment which is Prohibited and/or Dangerous Goods.

14.3 Client shall have up to seven (7) days from the date the Client Parcel or Client Shipment is received at SPEEDX’s facility to file a claim for lost or damaged packages. All claims must be submitted in writing and supported by appropriate documentation, including but not limited to shipment details, customer invoices, and evidence of loss or damage. SPEEDX shall review all claims in good faith and provide a resolution within a reasonable timeframe. Claims submitted beyond the seven (7) day period shall be deemed waived and ineligible for reimbursement

14.3 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (i) SAVINGS, (ii) PROFIT, (iii) DATA, (iv) USE, OR (v) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

15. Force Majeure

15.1 To the extent that performance by any Party of its obligations under this Agreement is prevented, substantially restricted, delayed, or rendered impossible by a Force Majeure event, the obligations of the Party affected by the Force Majeure event shall be suspended and deferred for the duration of the Force Majeure event, and non-performance of such obligations shall not be a breach of this Agreement and such Parties shall not be liable for any non-performance of such obligations. Neither Party shall be liable to the other Party for loss, damage, delay or monetary losses of any type caused by such Party’s Force Majeure event. Notwithstanding the foregoing, a Force Majeure event shall not relieve Client of its obligation to pay for Services already rendered.

15.2 The Party claiming Force Majeure shall: (i) promptly give the other Party notice with reasonably full particulars concerning the event or cause of Force Majeure; and (ii) use its commercially reasonable efforts to overcome the effects of Force Majeure and resume performance of its obligations as soon as possible. If the non-performance of any obligation affected by a Force Majeure continues for a period longer than one hundred twenty (120) days, the Party not claiming the benefit of the Force Majeure clause may terminate this Agreement by written notice to the other Party.

16. Notices

16.1 Any notice or other writing required or permitted to be given under this Agreement or for the purposes of this Agreement shall be in writing and shall be sufficiently given if delivered, or if sent by prepaid courier or if transmitted by e-mail or other form of recorded communication tested prior to transmission to such Party:

To SPEEDX:

Speed Xpress, Inc.

3333 New Hyde Park Road
Suite 316
New Hyde Park, NY 11042

Attention: Andrew Townsend

Email: andrew@speedx.io

To Client:

16.2 Or at such other address as the Party to whom such notice is to be given shall have last notified the Party giving the same in the manner provided in this Section. Any notice delivered to the Party to whom it is addressed as provided above will be deemed to have been given and received on the day it is so delivered at that address, provided that if that day is not a Business Day, then the notice shall be deemed to have been given and received on the next Business Day. Any notice sent by mail will be deemed to have been given and received on the second Business Day following the date of transmission. Any notice transmitted by email or overnight delivery will be deemed given and received on the first Business Day after its transmission.

17. Successors, Assigns and Subcontractors

17.1 Neither Party shall transfer or assign this Agreement, or any of its rights or obligations hereunder, except with the prior written consent of the other party. Any attempted assignment that does not comply with this Section shall be null and void. Notwithstanding the foregoing, either Party may, without the consent of the other party, transfer or assign this Agreement, or any of its rights or obligations under this Agreement, without any prior consent if such transfer or assignment is to: (i) an affiliate or subsidiary of the assigning party; (ii) a successor of the assigning Party, by amalgamation or operation of law; or (iii) a purchaser of all or substantially all of the assigning party’s assets.

17.2 This Agreement will ensure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

17.3 Notwithstanding the foregoing, SPEEDX may engage third parties (subcontractors) to assist in providing the Services or any of its rights or obligations under this Agreement.

18. Invalidity of Provisions

If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited, or unenforceable, the provision shall, as to that jurisdiction, be ineffective only to the extent of the restriction, prohibition, or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction, and without affecting its application to other Parties or circumstances.

19. Relationship of the Parties

Nothing contained in this Agreement shall be deemed or construed by the Parties hereto, or by any third party, to create the relationship of partnership or joint venture or a relationship of principal and agent, employer-employee, master-servant, or franchisor-franchisee between the Parties, and no provision contained herein will be deemed to create any relationship between the Parties hereto other than the relationship of independent parties contracting for services.

20. No Exclusive Relationship

This Agreement will not be interpreted to grant to either Party exclusive rights, or bind either Party in any way to an exclusive relationship with the other Party. Each Party may have similar agreements with third parties, provided that those agreements do not conflict with this Agreement.

21. Holidays

SPEEDX observes the following public holidays however please note that due to local variances within the States, all public holidays will be excluded from any delays, or liabilities associated with service level agreement(s) measures and or key performance indicators;
SPEEDX observes the following holidays:

• New Year’s Day
• Martin Luther King Jr. Day
• President’s Day
• Memorial Day
• Juneteenth
• Independence Day
• Labor Day
• Thanksgiving Day
• Christmas Day
• New Year’s Eve

22. Amendments and Waivers

22.1 This Agreement may not be amended or supplemented except by a written agreement that: (a) is signed by authorized officers of both Parties; and (b) expressly states that it is intended to amend or supplement this Agreement, as the case may be.

22.2 No waiver of any obligation or any remedy for breach of any provision of this Agreement will be effective or binding unless made in writing and signed by an authorized officer of the Party purporting to give the same and, unless otherwise provided, will be limited to the specific obligation or breach waived. The failure of any Party at any time to require performance by the other Party of any provision of this Agreement will not affect in any way the full right to require such performance at any subsequent time, nor will a waiver by any Party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. Consummation of the transactions contemplated herein will not be deemed a waiver of a claim for breach of or inaccuracy in any representation, warranty, or covenant or of any Party’s rights and remedies with regard thereto.

23. Governing Law

This Agreement shall be governed by and will be construed in accordance with the laws of the State of New York and the laws of the United States applicable therein. For the purpose of all legal proceedings, this Agreement will be deemed to have been made and performed in the State of New York. The jurisdiction and venue for any dispute arising between the Parties shall be exclusively in the State of New York to which the Parties irrevocably consent to personal jurisdiction and waive all objections thereto.

24. Legal Fees

In any suit between the Parties, all reasonable litigation expenses, collection expenses, witness fees, court costs, and attorney’s fees of the prevailing Party shall be paid by the non-prevailing Party.

25. Headings

The headings to the Sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

26. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any other understandings and agreements between the Parties with respect thereto, whether written or oral.  There are no representations, warranties, terms, conditions, undertakings, or collateral agreements, express, implied, or statutory, between the Parties other than as expressly set out in this Agreement.

 

Schedule A

Please advise the following Information:

Last Mile Entry Location: ☐JFK ☐ LAX ☐ ORD ☐ SFO ☐ ATL ☐ DFW

Speedx Internal Use Only

Credit Term:

Deposit Amount USD:		Estimate Spending USD:
Weekly USD:		Monthly USD:

 

 

 

Schedule B: Rate Card

SCHEDULE OF RATES

To be submitted at time of quote

ACCESSORIAL RATES CHART
To be submitted at time of quote

FUEL SURCHARGES
To be submitted at time of quote

Fuel Surcharge Index Reference 

Fuel Surcharge shall be calculated using the U.S. On‑Highway Diesel Fuel Price published weekly by the U.S. Energy Information Administration (EIA), available at https://www.eia.gov/petroleum/gasdiesel/. The applicable Fuel Surcharge rate shall be determined by referencing the most recently published weekly average at the time of shipment, as outlined in the Fuel Surcharge Table in this Agreement.

Pickup Client

Client acknowledges that pricing is based on an Average Weekly Volume of [TBD] Parcels. If volume is not achieved after Pilot Phase, pricing is subject to change in accordance with the Agreement. Client agrees to tender a minimum of [TBD] packages per pickup day (“Daily Minimum Volume”), equivalent to [TBD] packages per week (“Weekly Minimum Volume”). SpeedX will evaluate the Client’s actual tendered volume on a weekly basis. If the Client fails to meet the Weekly Minimum Volume in any given week, SpeedX will assess a Weekly Pickup Fee equal to $[TBD], prorated based on the percentage of the Weekly Minimum Volume actually tendered. If the Client tenders [TBD] or more packages in a given week (exceeding the Weekly Minimum Volume), Weekly Pickup Fee will be waived.

[AND/OR]

Injection Client 

 

Because Client is inducting Packages directly to SpeedX, no pickup services are included, and no Weekly Pickup Fee or minimum billable volume applies.

Transfer of Custody: Custody of each Package transfers to SpeedX only upon:

(a) physical receipt of the Package at the Induction Point, and
(b) completion of a SpeedX Induction Scan or other electronic acknowledgment by SpeedX confirming receipt.

Packages delivered to an Induction Point without a completed Induction Scan or electronic acknowledgment shall not be considered received by SpeedX, and SpeedX shall bear no liability for loss, delay, or damage prior to such acknowledgment.

RAMP: Both Parties agree that the minimum volume commitment will not apply during the first [To be determined] following the Client’s launch with Speedx (the “Pilot Phase”).

Schedule C: Prohibited and Dangerous Goods list

 

 

• Examples of the prohibited item list

1. Shipments prohibited by law
2. Bank bills, notes or currency
3. Common fireworks
4. Hazardous waste or hazardous waste service
5. Human remains, fetal remains, human body parts, human embryos or components thereof
6. Ivory
7. Marijuana, including marijuana intended for medicinal use
8. Postage stamps
9. Shark fins
10. Vape products within, to or from the U.S

 

• Dangerous Goods Classifications

The United Nations assigns dangerous goods to one of nine classes, and every dangerous goods will fall into at least one of the classes. It is essential to classify dangerous goods correctly so that the hazard(s) posed are communicated through the transport chain. The dangerous goods classes are as follows: 

• Class 1—Explosives

• Class 2—Gases
• Class 3—Flammable Liquids
• Class 4—Flammable Solids; Substances Liable to Spontaneous Combustion; Substances which, in Contact with Water Emit Flammable Gases
• Class 5—Oxidizing Substances and Organic Peroxides
• Class 6—Toxic and Infectious Substances
• Class 7—Radioactive Material
• Class 8—Corrosives

• Class 9—Miscellaneous Dangerous Substances and Articles, Including Environmentally Hazardous Substances