PLEASE READ THESE TERMS CAREFULLY. THEY GOVERN YOUR BUSINESS'S USE OF STOCKDROP. SECTION 17 REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND WAIVES CLASS ACTIONS AND JURY TRIALS. SECTION 14 LIMITS STOCKDROP'S LIABILITY.
These Terms of Service (the "Terms") are an agreement between The Value Network LLC, a Wyoming limited liability company (referred to in these Terms as "StockDrop", "we", "us" or "our"), and the business that installs or uses the Service ("Store", "you" or "your"). StockDrop is a product of The Value Network LLC.
1. Definitions
In these Terms, the following words have these meanings:
(a) "Aggregated Data" means data generated from use of the Service that does not identify the Store, any Customer or any other individual.
(b) "Courier" means an independent third-party delivery company that StockDrop books to carry an Order.
(c) "Customer" means a person who buys from the Store and whose Order is delivered through the Service.
(d) "Customer Data" means personal information about Customers that the Store or Shopify provides to StockDrop, or that StockDrop or a Courier collects, in providing the Service. It includes names, phone numbers, email addresses, delivery addresses, delivery instructions and delivery photos.
(e) "Delivery" means carrying an Order booked through the Service, from pickup until delivery, return or loss.
(f) "Delivery Charge" means the per-Delivery amount StockDrop bills the Store for an Order under its Plan.
(g) "Delivery Guarantee" means the StockDrop Delivery Guarantee & Claims Policy published at thestockdrop.net/delivery-guarantee.
(h) "Fees" means the amounts payable for the Service under the Store's Plan.
(i) "Order" means a Customer order that the Store sends for Delivery through the Service, including every package in it.
(j) "Order Value" means the amount the Customer paid for the items in an Order, after discounts and before taxes, delivery charges and tips.
(k) "Packing Guide" means the StockDrop Packing Guide published at thestockdrop.net/packing-guide.
(l) "Plan" means the pricing plan the Store selects in the Service.
(m) "Policies" means the Delivery Guarantee, the Packing Guide and the Privacy Policy published at thestockdrop.net/privacy.
(n) "Service" means the StockDrop Shopify application, the StockDrop portal, StockDrop's websites and interfaces, and every Delivery booked through them.
(o) "Shopify" means Shopify Inc. and its affiliates.
(p) "Store Data" means data the Store provides to the Service, including its business details, settings, orders and Customer Data.
2. Acceptance and Eligibility
2.1 Acceptance. You accept these Terms by selecting the acceptance box in the Service, or by using the Service. The Policies form part of these Terms.
2.2 Business use. The Service is offered only to businesses, for business purposes. The individual who accepts these Terms confirms that they are at least 18 years old and have authority to bind the Store.
2.3 Shopify. Using the Service requires an active Shopify store. Your relationship with Shopify is governed by Shopify's own terms, and StockDrop is not responsible for Shopify's services.
3. The Service
3.1 Description. The Service offers local delivery options at the Store's checkout, books Couriers to carry Orders, and shows delivery status to the Store and its Customers.
3.2 Technology platform; not a carrier. StockDrop provides software. StockDrop is not a motor carrier, freight forwarder, property broker, broker of household goods or bailee. StockDrop never takes possession of, title to or control of the Store's goods. Goods are in the Courier's care from pickup until delivery or return.
3.3 Couriers. Couriers are independent businesses. They are not employees, agents or partners of StockDrop. StockDrop selects the Couriers available through the Service and may add, remove or change Couriers at any time.
3.4 Customers. Each sale to a Customer is between the Store and that Customer. StockDrop has no contract with Customers and does not sell them goods.
3.5 Changes to the Service. StockDrop may change, add or remove features of the Service. StockDrop will give at least 30 days' notice before removing a feature in a way that materially reduces the Service, unless the change is required by law, by Shopify or by a Courier.
4. Store Obligations
4.1 Accurate information. You will give StockDrop accurate pickup details, opening hours, Order details and delivery information, and keep them current.
4.2 Packing. You will pack every Order in line with the Packing Guide. StockDrop may update the Packing Guide on 30 days' notice.
4.3 Size and weight. Each package must weigh no more than 50 pounds and fit in the back seat or trunk of a midsize car.
4.4 Ready for pickup. You will mark an Order ready only when it is packed, labeled and at the pickup point.
4.5 Hand-off. You will hand each Order only to a Courier driver who identifies it by order number or Customer name.
4.6 Lawful goods. You represent and warrant that you have the right to sell every item you send through the Service, and that each item is genuine, accurately described to the Customer, and lawful to sell and deliver to the delivery address.
4.7 Fraud screening. You are responsible for reviewing your Orders for fraud and deciding whether to fulfill, hold or cancel them.
4.8 Customer care. You are responsible for your Customers' questions, refunds, replacements and complaints, including those about Deliveries and about Orders that no Courier picked up. When StockDrop pays you under the Delivery Guarantee for an Order, you will refund or replace that Order for the Customer and give StockDrop reasonable proof of this on request.
4.9 Compliance with law. You will comply with all laws that apply to your business, your goods, your Customers and your use of the Service.
5. Prohibited Items
5.1 You will not send any of the following through the Service:
(a) alcohol, tobacco, vape and nicotine products;
(b) CBD, cannabis, hemp-derived THC and other controlled substances;
(c) any other age-restricted product;
(d) prescription medicines;
(e) weapons, ammunition, fireworks, and hazardous or flammable materials;
(f) live animals;
(g) cash, gift cards, prepaid cards and other cash equivalents; and
(h) anything that is illegal to sell or deliver, or that a Courier's rules prohibit.
5.2 Some items may be delivered but are excluded from the Delivery Guarantee. The Delivery Guarantee lists them.
5.3 If you send a prohibited item, StockDrop may stop the Delivery, the Order is excluded from the Delivery Guarantee, and you are responsible for any resulting loss, fine or claim.
6. Signature on Delivery
6.1 Not yet available. Signature on delivery is not yet available. Sections 6.2 to 6.4 take effect only when StockDrop notifies you by email and in the Service that signature on delivery is live. Until then, every Order is left at the delivery address with a delivery photo.
6.2 Once live, any Order with an Order Value over $399 is booked with signature on delivery and is not left unattended. This setting is on by default.
6.3 You may switch off signature on delivery in the Service settings. If you do, those Orders are left at the delivery address with a delivery photo.
6.4 If no one is available to sign and the Courier returns a signature Order to you, the Delivery Charge for that Order is not refunded, and you will be charged a return fee equal to the Courier's return cost plus $2, up to the original Delivery Charge.
7. Fees and Payment
7.1 Fees. You will pay the Fees for your Plan as shown in the Service at sign-up. Fees are billed through Shopify's billing system and are subject to Shopify's billing terms.
7.2 Taxes. Fees do not include taxes. You are responsible for all taxes on the Fees other than taxes on StockDrop's income.
7.3 Changes. StockDrop may change the Fees, or offer additional cover under the Delivery Guarantee for an extra fee, on 30 days' notice.
7.4 Billing disputes. You must tell StockDrop of any disputed charge within 60 days of the charge. Otherwise the charge is final.
8. Delivery Guarantee
8.1 Incorporation. If a Courier loses or damages an Order after pickup, StockDrop will pay you as set out in the Delivery Guarantee, which forms part of these Terms.
8.2 Not insurance. The Delivery Guarantee is a limited commitment StockDrop makes as part of the Service. IT IS NOT AN INSURANCE POLICY, AND STOCKDROP IS NOT AN INSURER. Only the Store may make a claim under it.
8.3 Exclusive remedy. THE DELIVERY GUARANTEE IS STOCKDROP'S SOLE LIABILITY, AND YOUR SOLE REMEDY, FOR ANY LOST, DAMAGED, LATE OR UNDELIVERED GOODS.
8.4 Courier claims. StockDrop may make and settle claims with Couriers for your Orders, and any amount a Courier pays belongs to StockDrop. To the extent StockDrop pays you for an Order, your rights against the Courier for that Order transfer to StockDrop. You will cooperate with StockDrop's claims, including by providing documents StockDrop reasonably requests, and you will not make a separate claim against the Courier for the same loss.
8.5 Repayment. If StockDrop learns that a payment it made to you was based on a false or inaccurate claim, that you have been paid twice for the same loss, or that you did not refund or replace the Order for the Customer as section 4.8 requires, you will repay that amount on request. StockDrop may set it off against any credit or amount it owes you.
9. Data Protection
9.1 Roles. For Customer Data, you are the business that decides why the data is used, and StockDrop acts as your service provider and processor. StockDrop acts on its own account only for the purposes in section 9.3.
9.2 Use of Customer Data. StockDrop will process Customer Data only to provide the Service, to follow your instructions given through the Service settings, and as required by law. StockDrop will not sell or share Customer Data for cross-context behavioral advertising, will not use it for any other commercial purpose, and will not combine it with data from other sources except as section 9.3 allows.
9.3 StockDrop's own purposes. StockDrop may use Customer Data and Store Data to detect and prevent fraud, to keep the Service secure, to meet legal obligations, and to create Aggregated Data. StockDrop will never disclose one store's Customer Data to another store.
9.4 Personnel. StockDrop will allow access to Customer Data only to personnel who need it to provide the Service and who are bound by confidentiality obligations.
9.5 Security. StockDrop will maintain reasonable administrative, technical and physical safeguards for Customer Data, including encryption in transit and at rest.
9.6 Subprocessors. StockDrop may use subprocessors, including Couriers, Shopify, and hosting, email and infrastructure providers, to provide the Service. Categories of subprocessors are listed in the Privacy Policy. StockDrop will give Couriers only the Customer Data needed to complete a Delivery, and will require each subprocessor to protect Customer Data in line with this section 9.
9.7 Security incidents. StockDrop will notify you without undue delay, and within 72 hours of confirming it, of any unauthorized access to Customer Data held by StockDrop. StockDrop will give you the information you reasonably need to meet your legal obligations.
9.8 Customer requests. StockDrop will help you respond to Customers' requests to access, correct or delete their data, including requests received through Shopify.
9.9 Retention and deletion. StockDrop keeps and deletes Customer Data as described in the Privacy Policy, and deletes Store Data after you uninstall the Service, as Shopify requires. StockDrop may keep records it must keep by law.
9.10 Your obligations. You will have a lawful basis to share Customer Data with StockDrop. You will maintain a privacy notice for your Customers that discloses that their delivery details are shared with delivery service providers.
9.11 Information. On reasonable written request, no more than once a year, StockDrop will provide information reasonably needed to show its compliance with this section 9.
10. Confidentiality
10.1 Each party will keep confidential any non-public information the other party discloses that is marked as confidential or that a reasonable person would understand to be confidential. Each party will use that information only to perform these Terms.
10.2 This obligation does not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already knew or independently developed, or that it lawfully received from someone else. A party may disclose confidential information when the law requires it, after giving the other party notice where the law allows.
11. Intellectual Property
11.1 StockDrop's rights. StockDrop and its licensors own the Service and all related software, designs, content and trademarks. Subject to these Terms, StockDrop grants you a limited, non-exclusive, non-transferable right to use the Service for your business while these Terms are in effect.
11.2 Restrictions. You will not copy, modify, reverse engineer or resell the Service, use it to build a competing service, or interfere with its security or operation.
11.3 Your data. You own Store Data. You grant StockDrop a non-exclusive right to use Store Data to provide the Service and as section 9 allows.
11.4 Aggregated Data. StockDrop may create and use Aggregated Data for any lawful purpose, including improving the Service.
11.5 Feedback. If you give StockDrop suggestions or feedback, StockDrop may use them without obligation to you.
11.6 Infringement claims. If a third party claims that the Service infringes its intellectual property rights, StockDrop may, at its option, modify the Service so that it no longer infringes, obtain the right for you to continue using it, or end your access to the affected part of the Service and refund any Fees you prepaid for the period after access ends. THIS SECTION 11.6 STATES STOCKDROP'S ENTIRE LIABILITY, AND YOUR SOLE REMEDY, FOR ANY CLAIM THAT THE SERVICE INFRINGES A THIRD PARTY'S RIGHTS. STOCKDROP DOES NOT DEFEND OR INDEMNIFY YOU AGAINST SUCH CLAIMS.
12. Disclaimers
12.1 DELIVERY TIMES SHOWN IN THE SERVICE OR AT CHECKOUT ARE ESTIMATES. COURIERS MAY BE DELAYED, CANCEL OR BE UNAVAILABLE, AND STOCKDROP DOES NOT GUARANTEE THAT ANY COURIER WILL ACCEPT OR COMPLETE ANY DELIVERY.
12.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND THE DELIVERY GUARANTEE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, STOCKDROP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND UNINTERRUPTED OR ERROR-FREE SERVICE.
13. Indemnification
You will defend, indemnify and hold harmless StockDrop, The Value Network LLC and their members, officers, employees and contractors from all claims, losses, liabilities, fines and costs, including reasonable legal fees, arising from:
(a) the goods you sell or send, including product defects, counterfeit or misdescribed goods, and injury or damage caused by them;
(b) prohibited items you send;
(c) your packing;
(d) your dealings with your Customers;
(e) Store Data, and any trademarks, logos or content you provide to the Service;
(f) your breach of these Terms; or
(g) your violation of any law.
14. Limitation of Liability
14.1 EXCLUDED LOSSES. TO THE FULLEST EXTENT PERMITTED BY LAW, STOCKDROP WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOST SALES, LOST CUSTOMERS, DAMAGE TO REPUTATION, CHARGEBACK FEES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF STOCKDROP WAS ADVISED THAT THEY WERE POSSIBLE.
14.2 SERVICE FAULTS. EXCEPT FOR PAYMENTS UNDER THE DELIVERY GUARANTEE, IF A FAULT IN THE SERVICE (FOR EXAMPLE, A BILLING ERROR OR AN OUTAGE) AFFECTS YOUR ORDERS, YOUR SOLE REMEDY IS THAT STOCKDROP WILL CORRECT THE FAULT, REFUND ANY AMOUNT IT OVERCHARGED, AND CREDIT THE FEES FOR THE AFFECTED ORDERS.
14.3 AGGREGATE CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS SECTION 14.5 PROVIDES, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, UNDER ANY THEORY, WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID STOCKDROP IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) $1,000.
14.4 DELIVERY GUARANTEE. PAYMENTS UNDER THE DELIVERY GUARANTEE ARE GOVERNED BY ITS LIMITS. THEY ARE NOT REDUCED BY, AND DO NOT COUNT TOWARD, SECTIONS 14.2 AND 14.3. SECTION 14.1 APPLIES TO THEM.
14.5 EXCEPTIONS. SECTIONS 14.1 TO 14.3 DO NOT LIMIT (A) EITHER PARTY'S LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT; (B) YOUR OBLIGATION TO PAY FEES; (C) AMOUNTS YOU MUST REPAY UNDER SECTION 8.5; (D) YOUR OBLIGATIONS UNDER SECTION 13; (E) YOUR LIABILITY FOR PROHIBITED ITEMS UNDER SECTION 5.3; OR (F) ANY LIABILITY THAT CANNOT BE LIMITED BY LAW.
14.6 The parties agree that these limits are an essential part of the bargain between them and reflect the Fees.
15. Term, Suspension and Termination
15.1 Term. These Terms apply from your acceptance until terminated.
15.2 Termination by you. You may stop using the Service at any time by removing it from your checkout and uninstalling it. Orders already booked will continue to Delivery where the Courier completes them.
15.3 Suspension and termination by StockDrop. StockDrop may suspend or terminate your access if you breach these Terms, send prohibited items, make false claims or fail to pay Fees, or if required by law, Shopify or a Courier. StockDrop will tell you the reason. StockDrop may also terminate these Terms for convenience on 30 days' notice.
15.4 Effect. On termination, unpaid Fees for Deliveries already made become due, and StockDrop will pay out any unused Delivery Guarantee credit as the Delivery Guarantee describes.
15.5 Survival. Sections 4.8, 5.3, 8, 9, 10, 11, 12, 13, 14, 17 and 18, and any claim under the Delivery Guarantee reported before termination, survive termination.
16. Changes to These Terms
StockDrop may update these Terms and the Policies. StockDrop will give at least 30 days' notice, by email and in the Service, of any change that reduces your rights, and will ask you to accept the change in the Service. Other changes take effect when posted, except where these Terms or a Policy state a longer notice period. If you continue to use the Service after a change takes effect, you accept it. If you do not accept a change, you may stop using the Service, and StockDrop may suspend new bookings until you accept.
17. Dispute Resolution
17.1 Governing law. These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act.
17.2 Informal resolution. Before starting arbitration or a court claim, a party will send written notice of the dispute to the other party. Notices to StockDrop go to the address in section 19; StockDrop sends notices to your account email. The parties will try in good faith to resolve it for 30 days.
17.3 Arbitration. Any dispute arising out of or relating to these Terms or the Service that is not resolved under section 17.2 will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. Hearings may be held by video. Judgment on the award may be entered in any court with jurisdiction.
17.4 Small claims. Either party may instead bring an individual claim in a small claims court with jurisdiction.
17.5 CLASS ACTION WAIVER. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.
17.6 JURY TRIAL WAIVER. IF A DISPUTE IS HEARD IN COURT FOR ANY REASON OTHER THAN UNDER SECTION 17.4, IT WILL BE HEARD ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN WYOMING, AND EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL FOR IT.
17.7 Time limit. Any claim must be brought within one year after the event giving rise to it, or it is permanently barred. The shorter deadlines in the Delivery Guarantee and section 7.4 still apply.
18. General
18.1 Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
18.2 No third-party beneficiaries. These Terms are only between you and StockDrop. Customers, Couriers and all other persons have no rights under them, including under the Delivery Guarantee.
18.3 Entire agreement; order of precedence. These Terms, the Policies and your Plan are the entire agreement between the parties about the Service and replace all earlier agreements on that subject. If they conflict, these Terms prevail, then the Delivery Guarantee, then the Packing Guide.
18.4 Severability. If any provision of these Terms is unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions remain in effect.
18.5 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including severe weather, Courier or Shopify outages, internet failures, labor disputes and government action. This section does not excuse payment obligations.
18.6 No waiver. A party's failure to enforce a provision is not a waiver of its right to enforce it later.
18.7 Assignment. You may not assign these Terms without StockDrop's written consent. StockDrop may assign these Terms to an affiliate, or to a successor to the Service, on notice to you.
18.8 Notices and electronic communications. StockDrop sends notices to the email address on your account and in the Service. You send notices to the address in section 19. You agree to receive notices and to accept these Terms electronically.
18.9 Headings. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation".
19. Contact
The Value Network LLC, 30 N Gould St STE N, Sheridan, WY 82801. Email: support@thestockdrop.net.