MASTER RESELLER & SERVICE AGREEMENT

Last Updated: January 6, 2026

THIS AGREEMENT ("Agreement") is entered into by and between POPerfect LLC, a Tennessee Limited Liability Company ("POPerfect", "We", "Us"), and the individual or business entity utilizing our services ("Customer", "You").

By creating an account, clicking "Sign Up," submitting an order, or utilizing the services provided via poperfect.io, you agree to be bound by these terms.

1. NATURE OF SERVICES

1.1 Service Description. POPerfect provides a procurement platform facilitating the purchase and delivery of construction materials. Customer acknowledges that during the initial release phase ("Beta"), certain workflows including order processing and invoicing may be facilitated manually by POPerfect staff.

1.2 Reseller Relationship. POPerfect acts as a Merchant and Reseller of construction materials. We are not a manufacturer, General Contractor, or installer. We purchase materials from third-party distributors and resell them to Customer.

1.3 No Agency. Unless expressly stated for the limited purpose of payment application, no agency, partnership, or joint venture is created between Customer and POPerfect.

2. ORDERING & PRICE GUARANTEE

2.1 Price Guarantee. POPerfect guarantees the material pricing displayed at the time of order placement. Pricing is locked immediately upon the submission of an Order.

2.2 Order Modifications. Any modifications to an Order requested by the Customer after placement (including changes to quantity, material type, or delivery date) may void the Price Guarantee and result in a re-calculation of pricing based on current market rates.

2.3 Order Accuracy. Customer is solely responsible for verifying the accuracy of all material lists, quantities, colors, and specifications. Submission of an Order constitutes Customer's final approval of these specifications. POPerfect is not responsible for errors in quantity or specification provided by the Customer.

2.4 Taxes. Customer is responsible for all applicable sales, use, and excise taxes. Tax exempt entities must submit valid documentation (e.g., Tennessee Resale Certificate) to support@poperfect.io prior to ordering.

3. TRANSFER OF TITLE & RISK OF LOSS

3.1 Flash Title Transfer. Title to the materials passes from POPerfect to the Customer simultaneously upon POPerfect's purchase of said materials from the third-party supplier.

3.2 Risk of Loss. Notwithstanding the transfer of title, Risk of Loss regarding the materials shall pass to the Customer only upon delivery of the materials to the designated Job Site.

3.3 Job Site Conditions. Customer warrants that the designated Job Site is accessible and suitable for delivery vehicles. Customer accepts all liability for damage to driveways, curbs, or landscaping caused by the weight of delivery vehicles or material placement, provided the delivery personnel acted with reasonable care.

4. DELIVERY & FULFILLMENT

4.1 Third-Party Logistics. Delivery is performed by third-party suppliers or their contracted carriers. Delivery dates provided by POPerfect are estimates only. POPerfect is not liable for project delays, labor overruns, or consequential damages resulting from late or missed deliveries.

4.2 Inspection. Customer must inspect all materials immediately upon delivery. Any shortages, damages, or wrong items must be noted on the Proof of Delivery (POD) signed at the site.

4.3 Claims. Hidden damage or discrepancies must be reported to support@poperfect.io within 24 hours of delivery. Failure to report within this window constitutes deemed acceptance of the goods.

5. RETURNS & REFUNDS

5.1 Return Policy. Returns are processed manually and are subject to the acceptance policies of the third-party supplier. To initiate a return, Customer must contact support@poperfect.io.

5.2 Fees. All returns are subject to a Restocking Fee (determined by the supplier, typically 15%–30%) plus any applicable Hauling or Handling Fees assessed by POPerfect for the coordination of material pickup.

5.3 Non-Refundable Items. Custom orders, non-stock items, and opened bundles are generally non-refundable.

5.4 Refunds. Refunds are issued to the Customer only after POPerfect has received the corresponding credit from the third-party supplier.

6. LIMITED WARRANTY & LIABILITY

6.1 No Manufacturer Warranty. POPerfect is a reseller and does not manufacture the goods. POPERFECT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.2 Pass-Through Warranty. POPerfect hereby assigns to Customer all assignable warranties provided by the original manufacturer of the materials. Customer agrees to look solely to the manufacturer for any defects in the materials.

6.3 Tennessee Seller Shield. Pursuant to Tenn. Code Ann. § 29-28-106, POPerfect shall not be liable for product liability actions, personal injury, or property damage resulting from defective materials, as POPerfect exercises no control over the design, testing, or manufacture of said products.

6.4 Limitation of Liability. In no event shall POPerfect's liability exceed the total amount paid by Customer to POPerfect for the specific order giving rise to the claim.

7. PAYMENT & LIENS

7.1 Payment Terms. Orders are processed only upon receipt of payment via the platform.

7.2 Trust Funds. POPerfect agrees that funds received from Customer for specific orders shall be held in trust for the payment of the third-party supplier associated with that order to prevent supplier liens against the Customer's project.

7.3 Indemnification. Customer agrees to indemnify, defend, and hold harmless POPerfect LLC and its members from any claims, damages, or expenses (including legal fees) arising out of Customer's selection or use of materials, violation of this Agreement, or unsafe conditions at the Job Site.

8. GENERAL PROVISIONS

8.1 Governing Law. This Agreement shall be governed by the laws of the State of Tennessee.

8.2 Venue. Any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located in Davidson County, Tennessee.

8.3 Contact. For all inquiries, support requests, or notices, please contact support@poperfect.io.