PLEASE NOTE THESE AUTOMATIC RENEWAL TERMS. Services provided on a recurring basis are referred to as“Subscription Services”. By signing up for Subscription Services with Office Depot, you agree that we may charge the payment method associated with your account, automatically on a recurring basis until you cancel as provided herein.
THESE TERMS REQUIRE SETTLEMENT OF DISPUTES THROUGH BINDING ARBITRATION AND CONTAIN A WAIVER OF YOUR RIGHTS TO BRING A CLASS ACTION AND HAVE A JURY TRIAL. SEE SECTION I., PARAGRAPHS 10-12.
Applicable sections for each offering are as follows:
Section I. General terms for all Services Section II. Tech Services and Device Managed Service Subscriptions Section III. Document Storage and Shredding Section IV. Product Subscriptions
I. GENERAL TERMS FOR ALL SERVICES
This section I addresses general terms applicable to all Services, applications, and product subscription ordering addressed in these Terms, unless otherwise provided in the section specific to such Services, applications, or product subscription ordering.
SETTING UP A CUSTOMER ACCOUNT; RELIANCE ON CUSTOMER INFORMATION
LIMITED WARRANTY, DISCLAIMERS, LIMITATION OF LIABILITY, AND LIQUIDATED DAMAGES
5. EXCEPT AS SET FORTH IN THESE TERMS, THE SERVICES AND APP (INCLUDING, WITHOUT LIMITATION, ALL ADVICE, CONTENT, AND SOFTWARE) ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICE OR APP, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICES OR APP WILL BE TIMELY, SECURE, UNINTERRUPTED, ERROR FREE, OR SUCCESSFUL IN RESOLVING YOUR TECHNOLOGY QUESTIONS OR EQUIPMENT PROBLEMS. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS, CONTENT, OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES SHALL CREATE ANY WARRANTY 6. IN NO EVENT SHALL OFFICE DEPOT (OR ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, OR AFFILIATES), OR ITS THIRD-PARTY LICENSORS, PROVIDERS, OR SUPPLIERS, BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OF REVENUE OR DAMAGE TO OR LOSS OF DATA ARISING OUT OF THE USE, PARTIAL USE, OR INABILITY TO USE THE SERVICES, OR COSTS OF RECOVERING, REPROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, (INCLUDING WITHOUT LIMITATION, THOSE ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY), EVEN IF OFFICE DEPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES, OR (B) ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY. 7. IN NO EVENT SHALL OUR TOTAL LIABILITY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICES EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE PREVIOUS 12-MONTH PERIOD IN THE CASE OF A SUBSCRIPTION SERVICE OR THE ACTUAL AMOUNT PAID BY YOU FOR A ONE-TIME SERVICE. 8. CERTAIN JURISDICTIONS’ LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES AND OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, OUR EXCLUSIONS OR LIMITATIONS APPLY TO YOU ONLY TO THE MAXIMUM EXTENT ALLOWED BY SUCH LAWS.
9. You agree to indemnify, hold harmless, and defend (at our option) Office Depot, its officers, directors, employees, affiliates, agents, and subcontractors, and any other third-party provider who furnishes Services to you against all claims, liabilities, damages, costs and expenses, including reasonable attorney’s fees, in any way related to or arising from (a) the violation of applicable laws, regulations, or this Agreement by you; (b) the violation of rights of any third party; (c) claims for infringement of any intellectual property rights arising from your use of the Services, the Software, or the internet; or (d) any personal injury, death, or property damage attributable to you. Defense counsel must be reasonably acceptable to Office Depot. Office Depot reserves the right to employ its own counsel at its own expense. You agree not to settle any loss without the Office Depot written consent, which will not be unreasonably withheld.
ARBITRATION AGREEMENT AND WAIVERS OF CLASS ACTION AND JURY TRIAL
10. Any controversy or claim arising out of or relating to this Agreement, or its breach, shall be settled by binding arbitration in Palm Beach County, Florida, in accordance with the Commercial Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”). Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator shall be selected pursuant to the AAA Rules and shall apply Florida law consistent with the Federal Arbitration Act. The party who initiates arbitration must pay any AAA filing fee. THE ARBITRATION OF DISPUTES SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. BY AGREEING TO ARBITRATION, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL, AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION. YOU AGREE TO MAINTAIN THE CONFIDENTIALITY OF ANY DECISION AND/OR AWARD MADE BY THE ARBITRATOR. DO NOT USE THE SERVICES IF YOU DO NOT AGREE TO THESE PROVISIONS.
Under California Civil Code Section I789.3, California residents are entitled to the following consumer rights notice: The headquarters of Office Depot is located at 6600 North Military Trail, Boca Raton, FL 33496, Tel. (561) 438-4800. The Fees charged for the Services are specified in-store and on the Website. If you have a complaint regarding the Services or want a paper copy of these Terms, contact us by mail, telephone, or email at Customer.Relations@OfficeDepot.com or visit the Website at www.officedepot.com. The Consumer Information Center of the Department of Consumer Affairs may be contacted at 1625 N. Market Blvd., Suite N-112, Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210. 11. CLASS ACTION WAIVER. If any claim proceeds in court rather than through arbitration, YOU AND OFFICE DEPOT AGREE THAT YOU AND WE SHALL BRING CLAIMS AGAINST ONE ANOTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 12. WAIVER OF JURY TRIAL. If any claim proceeds in court rather than through arbitration, for any reason, YOU AND OFFICE DEPOT EACH WAIVE ANY RIGHT TO A JURY TRIAL.
13. All obligations under this Agreement that expressly or by their nature would continue beyond the cancellation, termination, or expiration of this Agreement shall survive such cancellation, termination, or expiration. 14. This Agreement is governed by the law of Florida and the arbitration provisions of this Agreement are governed by the Federal Arbitration Act. If any claim proceeds in court rather than through arbitration, for any reason, court proceedings must be brought in Palm Beach County, Florida, provided that if you bring a small claims action you may do so in the jurisdiction of your billing address. Except as otherwise required by applicable law, any claim under this Agreement must be filed within two (2) years after the claim or cause of action arises. Office Depot shall be entitled to recover its reasonable attorneys’ fees and costs if it prevails in any action. 15. Office Depot’s failure to insist upon strict compliance with any of the provisions of this Agreement shall not be construed to be an ongoing or future waiver of such terms. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall not be affected or impaired, and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties. 16. This Agreement is the entire Agreement between you and Office Depot regarding the subject matter of this Agreement and supersedes any prior or contemporaneous agreements whether written or oral. Any changes by you to this Agreement, or any additional or different terms in your purchase orders, acknowledgements or other documents, written or electronic, are void. In the event of any inconsistency between these Terms and a Services Description, the Services Description shall control. 17. You may not assign this Agreement without our written consent, and any attempted assignment shall be void. We may assign, delegate, or transfer our obligations under this Agreement to our affiliates without your consent. Any Services under this Agreement may be delivered by Office Depot or its contractors and suppliers. 18. You and Office Depot are entering into this Agreement as independent contractors. This Agreement does not create an employment relationship. Except as set forth in this Agreement, neither has the authority to bind the other to any third party or otherwise to act in any way as the representative of the other. 19. Notices to Office Depot under this Agreement shall be sent in writing to Office Depot at 6600 North Military Trail, Boca Raton, FL 33496, and shall be effective upon receipt. We will send notices to you by email, phone, text, posting or at your Account address, as applicable, which shall be deemed given: (a) when sent to your registered email address; or (b) when deposited in the United States mail addressed to you at last-known address; or (c) when hand delivered to your last known address, as applicable.
II. TECH SERVICES
This section II addresses the specific terms for certain technology and device managed subscription services (“Tech Services”).
LIMITATIONS ON USE AND AVAILABILITY OF SERVICES
1. Your use of any Tech Service is solely for your personal or internal company purposes. You may not sell, resell, lease, rent, subcontract, sublicense or transfer the Tech Services to others or use the Tech Services to compete with us. 2. Tech Services are subject to the availability of parts and other materials. Tech Services include only the services, features, software, hardware, and peripherals specified in the Service Description, which may change from time-to-time. Office Depot may modify a Service Description by posting an updated version on the Website, and the modified Service Description will be effective when posted. 3. All Tech Services are provided on an AS IS and AS AVAILABLE basis. Not all Tech Services may be available at all times, or in all locations, or in the format generally marketed. Some Tech Services are dependent on our ability to contact you. You must give us a current email address and telephone number where you can be reached. 4. Office Depot may, at any time and without notice or liability, limit the use or availability of Tech Services. We will not be liable for delays, damages, or failures due to causes beyond our control, including, acts of a governmental body, acts of God, acts of third parties, fires, floods, strikes or other labor-related disputes, or other things we do not control. 5. We reserve the right, in our sole discretion and without notice, to suspend, terminate, or discontinue any aspect of a Tech Service. If we terminate or discontinue a Tech Service before we have finished providing it to you, we will terminate your Agreement and refund any fees that you have paid to us relating to the undelivered portion of the Tech Service. Such refund shall be your sole and exclusive remedy for our termination or discontinuance of a Tech Service. You will not be refunded for the portion of the Tech Services provided before the date of termination or discontinuance. You agree that the refund of fees and release from this Agreement shall be your sole and exclusive remedy for our termination or discontinuance of a Service.
IN-STORE AND ONSITE SERVICES
6. Some Tech Services are provided only during business hours at an Office Depot retail store. If the Tech Services require that you leave a computer, tablet, mobile device, or other equipment for Tech Service, we will attempt to notify you once the Tech Service is complete. Equipment that is not picked up within 30 days after the completion of Tech Services will be discarded. You expressly relieve Office Depot of any liability in connection with any such disposal. WE WILL NOT PRESERVE ANY DATA STORED ON ABANDONED EQUIPMENT, AND WE ARE NOT RESPONSIBLE FOR ANY DATA THAT IS LOST AS A RESULT OF DISPOSAL OF ABANDONED EQUIPMENT. 7. For Tech Services provided at your home or office, Office Depot will use reasonable efforts to schedule a mutually convenient time to provide the Tech Services. You acknowledge that circumstances outside of Office Depot’s control may cause delays in Office Depot’s ability to schedule a service session on your desired timeline. You release Office Depot from all liability from any direct or indirect damages if we are unable to schedule a service call at your desired time or resulting from any delays. For any Tech Service that includes the installation of software, a current, licensed version of the software must be provided by you, unless we agree to provide it in the Product Description or work order. New hardware provided by you must be in original, unopened packaging. If connection to an in-home or office network is required, access to the network configuration (i.e. TCP/IP address, etc.), IDs, addresses, passwords and authority will be required. You must provide a suitable work area for the technician. If required for the Tech Services, the location must have working broadband internet access and power. An adult who is authorized to make any decisions must be present while the work is being performed.
8. Consult the applicable Services Description for details on when remote Tech Services are available and how to access them. If Internet access is required, you must ensure that you have Internet connectivity and that your computer environment is suitable to receive the Tech Services via internet. Prior to providing a Tech Service to you, we may qualify your Internet connection to determine whether you have the minimum required speed; however, some devices may not be able to receive Tech Services even if testing shows that your connection is qualified. In that case, the Tech Services will be cancelled, and Office Depot shall have no liability for the inability to provide the Tech Services.
ACCESS TO EQUIPMENT AND USE OF SOFTWARE
9. You authorize us to connect to, access, and control your equipment to receive the Tech Services, including all associated hardware and software. This includes the right to inspect and open the equipment, to access and remove internal components, and to perform repairs. We may use and download software, gather system data, and modify hardware and software settings and user profiles to deliver the Services. 10. We may recommend that you acquire, install, and use software that is owned or licensed by Office Depot (“Office Depot Software”) or third-party licensors, providers, and suppliers (“Third-Party Software” and, together with the Office Depot Software, the “Software”). The Software may be provided as part of the applicable Fees for the Tech Services or for an additional Fee. You acknowledge that we may not be able to provide the Tech Services if you do not agree to install the recommended Software. You agree that we may download and use the Software and that we may accept applicable end user license agreements on your behalf. When Software is accompanied by an end user license agreement, your use of the Software is governed by the terms of that license agreement and by this Agreement. We may need to update or change the Software from time to time, and you agree to install such updates or changes. We may download and use trial versions of Software that may expire and cease to function unless you purchase a license to continue using such Software. We may, but are not obligated to, remove any Software when we cease to provide Tech Services to you. In some instances, your rights to use certain Office Depot Software will cease once the Tech Services cease. 11. Office Depot grants you a revocable, non-exclusive, non-transferable license to use the Office Depot Software in connection with the Tech Services subject to the terms of any accompanying end user license agreement and this Agreement. You may not make copies of the Office Depot Software. You agree that the Office Depot Software is the proprietary information of Office Depot or its third-party licensors, providers, or suppliers, which you shall not disclose to others or use except as expressly permitted herein. The Office Depot Software contains copyrighted material, trade secrets, patents, and proprietary information owned by Office Depot or its third-party licensors, providers, or suppliers. You may not decompile, reverse engineer, disassemble, attempt to discover any source code or underlying ideas or algorithms of the Office Depot Software, or otherwise reduce the Office Depot Software to a readable form. You may not modify, rent, lease, loan, use for timesharing or service bureau purposes, reproduce, sublicense, distribute copies, or otherwise transfer the Office Depot Software to any third party. You may not remove or alter any trademark, trade name, copyright, or other proprietary notices, legends, symbols, or labels appearing on or in copies of the Software. You are not granted any title or rights of ownership in the Office Depot Software. You acknowledge that this license is not a sale of intellectual property and that Office Depot or its third party licensors, providers, or suppliers continue to own all right, title, and interest in and to the Office Depot Software and related documentation. 12. Third Party Software is licensed to you by the owners or licensors of the Third Party Software. You must agree to the terms and conditions set forth by such owners or licensors in their end user license agreement, whether or not Office Depot assists you in its acquisition, installation, and use. Office Depot has no rights to the Third Party Software, does not license or sublicense it to you, or warrant it to you. 13. We provide technical assistance and support for Software and hardware in accordance with our policies. If we provide technical assistance and support to you for Third Party Software, you must ensure that you comply with the terms and conditions under which you licensed such Third Party Software. YOU ACKNOWLEDGE THAT SUPPORT OF THIRD PARTY SOFTWARE OR HARDWARE BY AN UNAUTHORIZED SERVICE PROVIDER MAY VOID ANY WARRANTY MADE BY THE SUPPLIER OF SUCH THIRD PARTY SOFTWARE OR HARDWARE. 14. Your license to use the Office Depot Software remains in effect for the duration of the Tech Services or until terminated by Office Depot, its third-party licensors, providers or suppliers, or until your Account is terminated. Upon termination of the Tech Services or your Account, any license to use Office Depot Software terminates and you must cease using the Office Depot Software. Your right to use Third-Party Software is dependent upon the license terms under which you acquired the Third-Party Software. 15. In connection with the Tech Services, Office Depot may suggest certain third-party services to you. Your use of any such services is subject to the terms of service of the third-party provider, and you agree that the provider is solely responsible for delivery of its services to you. Violation of a third-party provider’s terms of service may result in the termination of your Services and Account.
16. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING AND PERFORMING A COMPLETE AND COMPREHENSIVE BACKUP OF ALL DATA AND SOFTWARE STORED ON ANY EQUIPMENT OR DEVICE BEFORE PROVIDING ACCESS TO SUCH EQUIPMENT OR DEVICE TO US AND ALLOWING US TO PERFORM ANY TECH SERVICE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER UNDER ANY CIRCUMSTANCE FOR ANY LOSS, DAMAGE, DESTRUCTION, HARM OR CORRUPTION THAT MAY ARISE FROM OR BE RELATED IN ANY WAY TO THIS AGREEMENT, THE TECH SERVICES, THE EQUIPMENT OR DEVICE, OR DATA THEREON, INCLUDING CUSTOMER DATA, BUSINESS INTERRUPTION, WORKS OF LITERATURE, PHOTOGRAPHS, INFORMATION NECESSARY OR MATERIAL TO THE PERFORMANCE OF YOUR OCCUPATION, INTELLECTUAL PROPERTY, PERSONAL IDENTIFYING INFORMATION, SOFTWARE OR HARDWARE. IF YOU EXPRESSLY PURCHASE DATA BACKUP AS PART OF THE TECH SERVICES, WE WILL REASONABLY ATTEMPT TO PROVIDE SUCH TECH SERVICES, SUBJECT TO THE LIMITS OF OUR BACKUP SOFTWARE AND THE INTEGRITY AND ACCESSIBILITY OF YOUR DEVICE AND THE RELEVANT DATA. IF WE ARE UNABLE, OR FAIL, TO PERFORM THE BACKUP SERVICES FOR ANY REASON (INCLUDING OUR OWN NEGLIGENCE), OR IF ANY BACKUP REQUESTED DATA IS LOST, DAMAGED, INACCESSIBLE OR ERRONEOUSLY TRANSFERRED TO OR FROM YOUR DEVICE DURING THE BACKUP PROCESS, OUR MAXIMUM LIABILITY IS LIMITED TO THE LIQUIDATED DAMAGES SET FORTH WITHIN THIS AGREEMENT.
TERM AND TERMINATION; AUTOMATIC RENEWAL OF SUBSCRIPTION SERVICES
17. This Agreement begins upon your acceptance of these Terms and continues until terminated by you or Office Depot. Services may be provided on a one-time basis or on a recurring basis. Subscription Services are subject to an initial contractual term (the “Initial Term”) as set forth in the Service Description. At the end of the Initial Term, Subscription Services will continue on a month-to-month basis until you or Office Depot terminates the Services. 18. One-time Service requests may not be cancelled after work has commenced. You may cancel a Subscription Service within 30 days of (a) the date your purchase or (b) the date that we materially change the Services Description for your Subscription Service (the “Cancellation Period”), in both cases without further obligation to pay Office Depot after the date of cancellation. You must return any equipment or products purchased from us as part of the Subscription Service in order to receive a refund for them. If we have started to provide Services to you, no refund will be provided for Services provided before the date of cancellation. Set-up and similar fees will not be refunded. To terminate a Service after the Cancellation Period, you must notify Office Depot no less than 10 days before the end of the then-current period in order to avoid being charged the applicable Fee for the next period. You can cancel your Service Subscription by calling (800) 463-3768 or on the Website. Termination may subject you to an early termination fee as described in these Terms. You agree to pay an Early Termination Fee (“ETF”) if you terminate your Subscription Service during the Initial Term (but after the Cancellation Period), or if Office Depot terminates for cause during the Initial Term. The ETF will be equal to 50% of the balance due for the Subscription Service for the remaining period of the Initial Term. 19. You may change your Subscription Service by contacting our customer service department. If you downgrade your plan, you will be assessed a Fee equal to 25% of the balance due under the original Subscription Service for the remaining period of the Initial Term. You will not be charged a Fee if you upgrade to a higher tier plan. Upgrading or downgrading your Subscription Service will result in a new Initial Term. 20. Office Depot may suspend or terminate this Agreement without notice if (a) you are in breach of any of the terms of this Agreement; (b) your use of a Service is prohibited by law or is disruptive to, adversely impacts, or causes a malfunction to the Service, Office Depot’s network, or the use and enjoyment of other users; (c) Office Depot receives an order from a court; (d) Office Depot ceases to offer the Service; € we determine that you are abusing a Service or using it excessively; (f) you fail to pay the Fees when due; (g) your bank or debit or credit card provider denies or discontinues your payment method for any reason; or (h) your debit or credit card expires and you fail to update your payment information.
FEES AND PAYMENT
21. You are required to pay the charges applicable to the Services and any other applicable charges, including taxes, shipping and handling fees, activation fees, set-up fees, minimum service fees, no-show fees, failure to cancel fees, termination fees, and insufficient credit or insufficient funds fees (each a “Fee”). You authorize Office Depot to charge your debit or credit card or other accepted payment method for payment of the Fees. 22. Fees may be charged (a) in advance of us providing a Service or (b) on a periodic basis. Set-up fees, activation fees, installation fees and other non-recurring charges will typically be charged at the time of purchase. Recurring Fees be billed in advance and usage charges will be billed in arrears. 23. BY PURCHASING A SUBSCRIPTION PLAN, YOU AGREE THAT WE MAY CHARGE THE PAYMENT METHOD ASSOCIATED WITH YOUR ACCOUNT AUTOMATICALLY ON A RECURRING MONTHLY BASIS UNTIL YOU OR WE TERMINATE YOUR SERVICE IN ACCORDANCE WITH THIS AGREEMENT. If any portion of your bill is not paid by the due date, Office Depot may charge you a late fee as set forth in the Service Description. If Office Depot utilizes a collection agency or legal action to recover monies due, you shall reimburse us for all expenses incurred, including attorneys' fees. You agree that Office Depot may charge your debit or credit card or other accepted payment method until all amounts due to Office Depot are paid in full.
LIMITED WARRANTY, DISCLAIMERS, LIMITATION OF LIABILITY, AND LIQUIDATED DAMAGES
24. We warrant we will use commercially reasonable efforts to provide the Services. You acknowledge and agree that the Services may not provide the results you desire. The Services may not detect or repair all issues or problems with your hardware and software. If any portion of the Services fails to conform to the foregoing warranty, and you give us written notice of such nonconformity within 30 days from completion of the Service, we will re-perform the nonconforming Services. THE REMEDY EXPRESSLY SET FORTH ABOVE IS YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY. 25. The limited warranty in Paragraph 24 does not cover any issues or interruptions caused by problems with a third-party service such as internet or wireless service. Further, while we use reasonable security measures to deliver the Tech Services, you acknowledge and agree that no data transmission is 100% secure and we cannot guarantee that your personal information or other data will be free from unauthorized intrusion. You are responsible for having up to date industry standard virus protection and security software or tools installed on your computer equipment and systems, including mobile devices.
III. DOCUMENT STORAGE AND SHREDDING
This section III addresses the specific terms for Document Storage and Shredding Services (“Document Storage and Shredding Services”).
DEPOSITS; OPERATIONAL REQUIREMENTS
1. Value of Deposits. Customer declares, for the purposes of this Agreement, that (a) with respect to hard-copy (paper) records, microfilm, and microfiche stored pursuant to this Agreement, the value of such stored items is $1.00 per carton, linear foot of open-shelf files, container or other storage unit, and (b) with respect to round reel tape, audio tape, video tape, film, data tape, cartridges or cassettes or other non-paper media stored pursuant to this Agreement, the value of such stored items is equal to the cost of replacing the physical media. 2. Customer Instructions. Customer warrants that it has full authority to store the Deposits (as defined below) and direct their disposition in accordance with this Agreement. Office Depot will perform services pursuant to the direction of Customer’s agent(s) identified pursuant to Office Depot’s standards. Authority granted to any persons on standard authorization forms shall constitute Customer’s representation that the identified persons have full authority to order any service, including disposal or removal of Deposits. Such orders may be given in person, by telephone or in writing (fax, email or hard copy). Customer releases Office Depot from all liability by reason of the destruction of materials pursuant to Customer’s authorization. 3. Operational Procedures. Customer shall comply with Office Depot’s reasonable operational requirements, as modified from time to time, regarding cartons, carton integrity, delivery/pickup/account closing volumes, preparation for pickup, security, secure shredding protocols, access, and similar matters. Extraordinary volume requests (defined as 125% of the average volume over the immediately preceding three-month period) may involve additional costs, such as overtime, which Customer will pay at Office Depot’s overtime rates, provided Customer consents to such costs in advance. 4. Safe Materials and Premises. Customer shall not store with Office Depot or place in shredding bins any material that is highly flammable, may attract vermin or insects, or is otherwise dangerous or unsafe to store or handle, or any material that is regulated by federal or state law or regulation relating to the environment or hazardous materials. Customer shall not store negotiable instruments, jewelry, check stock or other items that have intrinsic value. Customer warrants that it shall only place paper-based materials in the shredding bins. Customer shall reimburse Office Depot for damage to equipment or injury to personnel resulting from Customer’s breach of this warranty.
TERM AND TERMINATION; AUTOMATIC RENEWAL OF SUBSCRIPTION SERVICES
5. This Agreement begins upon our notification to you that we have accepted this Agreement and continues until terminated by you or Office Depot. Services may be provided on a subscription basis (“Subscription Services”). Subscription Services are subject to an initial contractual term (the “Initial Term”). The initial term of this Agreement shall continue for one (1) year after commencement. At the end of the initial term, the term will continue with automatic renewals for additional one (1) year terms (“Renewal Term”), unless written notice of non-renewal is delivered by either party to the other not less than thirty (30) days prior to the expiration date. In the event that Office Depot continues to hold materials stored with Office Depot (“Deposits” or “Items”) after the expiration or termination of this Agreement, the terms of this Agreement shall continue to apply until all Deposits have been removed from Office Depot’s facility, except that Office Depot may adjust rates upon thirty (30) days’ written notice. 6. If, during the Initial Term or a Renewal Term of Subscription Service, you terminate the Agreement or Office Depot terminates your Agreement for cause, you will be responsible for payment of an early termination fee (“ETF”) equal to two (2) months of your recurring monthly payment for Subscription Services. Additionally, you will be responsible for Fees incurred by Office Depot for returning Deposits or Items, if any. You may change your Subscription Services plan by contacting our customer service department. If you upgrade to a higher tier Subscription Services plan, you will not be charged an ETF. If you downgrade your Subscription Services plan, you will be assessed an ETF. Changes to your Subscription Services plan will result in a new Initial Term. 7. Office Depot may suspend or terminate this Agreement without notice if (a) you are in breach of any of the terms of this Agreement; (b) your use of a Service is prohibited by law or is disruptive to, adversely impacts, or causes a malfunction to the Service, Office Depot’s network, or the use and enjoyment of other users; (c) Office Depot receives an order from a court; (d) Office Depot ceases to offer the Service(s) we determine that you are abusing a Service or using it excessively; (f) you fail to pay the Fees when due; (g) your bank or debit or credit card provider denies or discontinues your payment method for any reason; or (h) your debit or credit card expires and you fail to update your payment information.
FEES AND PAYMENT
8. You are required to pay the charges applicable to the Document Storage and Shredding Services and any other applicable charges, including taxes, shipping and handling fees, activation fees, set-up fees, minimum service fees, no-show fees, failure to cancel fees, termination fees, and insufficient credit or insufficient funds fees (each a “Fee”). You authorize Office Depot to charge your debit or credit card or other accepted payment method for payment of the Fees. 9. Fees may be charged (a) in advance of us providing the Document Storage and Shredding Service or (b) on a periodic basis. Set-up fees, activation fees, installation fees and other non-recurring charges will typically be charged at the time of purchase. Recurring Fees be billed in advance and usage charges will be billed in arrears. 10. BY PURCHASING A SUBSCRIPTION PLAN, YOU AGREE THAT WE MAY CHARGE THE PAYMENT METHOD ASSOCIATED WITH YOUR ACCOUNT AUTOMATICALLY ON A RECURRING MONTHLY BASIS UNTIL YOU OR WE TERMINATE YOUR SERVICE IN ACCORDANCE WITH THIS AGREEMENT. 11. If any portion of your bill is not paid by the due date, Office Depot may charge you a late fee as set forth in the Service Description. If Office Depot utilizes a collection agency or legal action to recover monies due, you shall reimburse us for all expenses incurred, including attorneys' fees. You agree that Office Depot may charge your debit or credit card or other accepted payment method until all amounts due to Office Depot are paid in full.
DISCLAIMERS, LIMITATION OF LIABILITY, AND LIQUIDATED DAMAGES
12. Liability for Loss or Damage to Deposits. Office Depot shall not be liable for any loss or destruction of, or damage to, Deposits, including costs resulting from a loss of a Deposit constituting a breach of data security or confidentiality, unless such loss or damage resulted from Office Depot’s negligence. If liable, the amount of Office Depot’s liability is limited as provided on the first page hereof. Deposits are not insured by Office Depot against loss or damage, however caused. Customer may, at its option, insure Deposits through third-party insurers for any amount. Customer shall cause its insurers of Deposits to waive any right of subrogation against Office Depot. If Deposits are placed in the custody of a third-party carrier for transportation, the carrier shall be solely responsible for any loss or destruction of, or damage to, such Deposits while in the custody of the carrier. 13. Value of Lost or Damaged Deposits. Office Depot liability, if any, for loss or destruction of, or damage to, Deposits is limited to the value of each Deposit as described above. Office Depot’s maximum liability with respect to services not related to storage is the amount paid by Customer for a discrete project or, if the loss is related to service of an ongoing and continuing nature, six months of fees paid by Customer for such service. 14. Notice of Claims. Claims by Customer must be presented in writing within a reasonable time, in no event longer than ninety (90) days after delivery or return of the Deposits to Customer, or ninety (90) days after Customer is notified of loss, damage or destruction to part or all of the Deposits.
IV. PRODUCT SUBSCRIPTION ORDERING
This section IV addresses the terms for Product Subscription Ordering (“Product Subscriptions”) through the Website or in Office Depot and OfficeMax stores.
PLEASE NOTE THE AUTOMATIC RENEWAL TERMS BELOW. By signing up for subscription ordering with Office Depot, you agree that we may charge the payment method associated with your account, automatically on a recurring basis based on the delivery schedule you set, until you cancel your subscription. Except for certain offers that require a specified subscription term, you may cancel your subscription any time by calling us at 1-800-GO-DEPOT (800.463-3768) or using your “Subscription Manager” online. You will only be charged for orders that have been sent out for delivery. No refunds will be provided for orders that have been sent out for delivery.
ENROLLMENT AND CANCELLATION
1. Your enrollment in subscription ordering starts with your first automatic delivery order. Your first order can be sent out for delivery on a specific date that you select. If you do not select a date, we will process your order immediately. After you select the frequency with which you want to receive your items, we will automatically send out your orders for delivery on the schedule you selected. Subscription orders can be scheduled for weekly, every other week, every three weeks, monthly, twice a month, every other month, quarterly and annual frequencies. Your subscription is personal to you, and you may not assign or transfer your subscription or any of the benefits associated with subscription ordering to any third party. 2. Except for certain offers that require a specified subscription term, you may change the subscription frequency, item quantity, cancel your subscription, and change the method of payment associated with your subscription at any time online by accessing your “Subscription Manager” in the "My Account" Option or calling 1-800-GO-DEPOT (1-800-463-3768). Any updates will be applied to all future orders associated with your subscription. You will only be charged for orders that have been sent out for delivery. To cancel a subscription that required a specified subscription term at the time of enrollment, please call 1-800-GO-DEPOT (1-800-463-3768).
LIMITATIONS ON USE AND AVAILABILITY PRODUCT SUBSCRIPTIONS
3. We reserve the right to accept, refuse, cancel, or modify subscription orders in our sole discretion. 4. If your item is not available on the day it is scheduled to be sent out for delivery, we will send you an email notifying you of the delay and will attempt to fulfill the order as soon as possible. If any item is no longer available, we will automatically suspend your subscription for that item and no additional orders associated with that subscription will be placed. We will send an email to you notifying you if a suitable replacement exists, however you will need to create a new subscription order for that item.
FEES, PAYMENT, AND DISCOUNTS
5. Credit cards are the only method of payment accepted for subscription ordering on the Website. 6. There is no fee to you for this service and we will, from time to time, offer various discounts and incentives when enrolling into subscription ordering. An incentive may be a percent discount off the regular price of an item and/or free delivery on qualifying orders. Some incentives may require a specified subscription term. The incentive type and valid dates for each will be posted on the product detail page when you enroll and are subject to change. 7. The total cost charged to your method of payment for each order will be the price of the item(s) on the day the order is processed less any discount or incentive, if applicable, plus sales tax and delivery fees. Unless you update your method of payment, or cancel your subscription, the charge for each recurring order will be automatically billed to the method of payment used when you create your subscription. If the method of payment becomes invalid at any time during the subscription period or if the charge is otherwise rejected, we will send an email to the email address associated with your subscription notifying you that the subscription has been placed on hold. In the email, you will be provided with a link to bring you directly to the item within the subscription manager that needs to be updated. Your subscription will remain on hold and no additional orders will be processed or shipped until the information is updated. 8. Your subscription and any related item discounts and/or incentives will remain in effect until your subscription is cancelled. If you cancel your subscription and recreate it, any related incentive and/or item discount will also be cancelled and you may choose from the then-current item discounts and/or incentives available. Other promotion pricing and limited-time offers may not be combinable with the subscription ordering discounts and/or incentives (e.g. Coupons and/or Mail in Rebates).
9. If any problems arise with your account, the delivery address, or the method of payment associated with your subscription order, we will notify you via email using the address associated with your subscription asking that you resolve the problem. Your subscription will be placed on hold and no additional orders will be processed or sent out for delivery until the problem has been resolved.
/account/v2/editBillingDisplay,/orderhistory/subsManager,/orderhistory/submitReturn,/account/accountSummaryDisplay,/account/loginAccountDisplay,/account/myfiles,/csl/listAllhttps://request.eprotect.vantivcnp.com/eProtect/js/payframe-client3.min.js?d=Wed Feb 20 14:13:55 EST 2019 Join Now