Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you (“you,” “your,” or “Customer”) and StopCount, Inc., a Delaware corporation (“StopCount,” “we,” “us,” or “our”), governing your access to and use of the StopCount marketing site at stopcount.com, the StopCount Drop product, and any related software, APIs, documentation, and services (together, the “Service”).

By creating an account, accessing the Service, or clicking to accept these Terms, you agree to be bound by them. If you are accepting on behalf of a company or other entity, you represent that you have the authority to bind that entity, and “you” refers to that entity.

StopCount provides a logistics operations platform built for last-mile delivery contractors and the properties they serve. Our flagship product, StopCount Drop, integrates with third-party parcel locker systems and carrier APIs to coordinate locker pre-opens, compartment assignments, and operational telemetry so drivers spend less time at locker stops.

The Service is provided as a software-as-a-service offering. We may add, modify, or remove features over time. We will not materially reduce the core functionality of a paid subscription during its committed term.

To use most of the Service you must register for an account. You agree to provide accurate, current, and complete information and to keep that information up to date.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us promptly at hello@stopcount.com if you suspect unauthorized access. Accounts are intended for users at least 18 years old or the age of majority in your jurisdiction.

You agree not to, and not to permit any user to:

• Use the Service in violation of applicable law or the rights of any third party, including carrier or locker-system terms.
• Reverse engineer, decompile, or attempt to extract the source code of the Service except to the extent that law expressly permits.
• Interfere with, disrupt, or attempt to gain unauthorized access to the Service, related systems, or other accounts.
• Use the Service to send unsolicited communications, malware, or other harmful content.
• Resell, sublicense, or make the Service available to third parties except as expressly permitted in a written agreement.

The Service is offered on a subscription basis. Our Standard tier is priced per active driver per month, with monthly and annual billing options. Current pricing is published at stopcount.com/pricing and is incorporated into these Terms by reference.

Fees are billed in advance and are non-refundable except where required by law or expressly stated in your order. We may change prices for renewal terms by giving you at least thirty (30) days notice before the renewal date. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Custom pricing for enterprise deployments is available; those terms will be set out in a separate ordering document.

As between the parties, StopCount owns and retains all right, title, and interest in and to the Service, including all underlying software, designs, models, algorithms, documentation, trademarks, and any improvements or derivative works (collectively, the “StopCount IP”). No license to the StopCount IP is granted except as expressly set out in these Terms.

You retain all right, title, and interest in your delivery operational data and any other data you submit to the Service (your “Customer Data”). You grant StopCount a limited, non-exclusive license to host, process, transmit, and display Customer Data solely as necessary to operate, secure, support, and improve the Service for you. We may use aggregated and de-identified data for analytics and product improvement.

The Service integrates with third-party carrier APIs and parcel locker system APIs to provide tracking enrichment, locker pre-open coordination, and compartment management. StopCount is not affiliated with, endorsed by, or sponsored by FedEx, UPS, USPS, DHL, Amazon, Quadient (Parcel Pending), or ASSA ABLOY (Luxer One), and any references to those carriers or locker systems are descriptive only.

Your use of any third-party service through the Service is governed by that third party’s terms. StopCount is not responsible for the availability, accuracy, or behavior of any third-party service, and you are responsible for ensuring you have any required authorizations to integrate those services with the Service.

Our collection and use of personal information in connection with the Service is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to that collection and use.

You may cancel your subscription at any time as described in the Service. Cancellation takes effect at the end of the then-current billing period; fees already paid are not refunded except as required by law.

We may suspend or terminate your access to the Service if you materially breach these Terms (including non-payment) and fail to cure the breach within ten (10) days of written notice, or immediately if the breach involves security, fraud, or unauthorized use. On termination, your right to access the Service ends and we will, on written request received within thirty (30) days of termination, make Customer Data available for export in a commercially reasonable format.

The Service is provided “as is” and “as available.” To the maximum extent permitted by law, StopCount disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that it will meet your specific operational requirements.

To the maximum extent permitted by law, StopCount’s aggregate liability arising out of or relating to these Terms or the Service will not exceed the fees you paid to StopCount in the twelve (12) months preceding the event giving rise to the claim. Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data, even if advised of the possibility of such damages. The limitations in this section do not apply to a party’s indemnification obligations, breach of confidentiality, or amounts owed for the Service.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The exclusive venue for any dispute arising out of or relating to these Terms or the Service will be the state and federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts.

We may update these Terms from time to time. If we make a material change, we will provide reasonable notice — for example, by updating the “Effective date” below and, where appropriate, by emailing the account owner or posting an in-product notice. Your continued use of the Service after the change takes effect constitutes acceptance of the updated Terms.

Questions about these Terms can be sent to hello@stopcount.com.