Terms and Conditions

Thank you for choosing Office Depot for your technology and office supply needs!


These General Terms and Conditions (“Terms”) govern the purchase of certain technology repair, maintenance, and support services and office supply product subscriptions from Office Depot, Inc., and its affiliates, subsidiaries, and contractors (collectively, “Office Depot” or “us” or “we” or “our”) through www.officedepot.com (the “Website”). The purchase and use of these services and products are subject to additional terms and conditions as set forth in Supplemental Terms and Conditions attached to these Terms and in service descriptions or similar documents. Use of the Website is also governed by our Terms of Use, Privacy Policy, and other terms and conditions contained on the Website. The Supplemental Terms and Conditions, service descriptions, and other referenced documents are incorporated into these Terms.


Please read these Terms AND THE OTHER REFENCED DOCUMENTS carefully. Together, they constitute a binding legal agreement (the “Agreement”) between you and Office Depot and define your and our rights.


References in these Terms to “you” or “your” refer to you as an individual or, if you are purchasing services and products on behalf of a company, to that company.

 

SETTING UP A CUSTOMER ACCOUNT

  1. You must set up and maintain a customer account (an “Account”) in order to purchase services or products through the Website. If you don’t provide required information we may be unable to set up your Account. �
  2. By establishing an Account, you confirm that (a) you are at least 18 years of age; (b) you have the legal capacity and authority to enter into this Agreement on behalf of yourself or your company; and (c) you agree to be bound by this Agreement.
  3. You acknowledge that Office Depot relies on your Account information in order to provide services and products to you. You confirm that (a) the information that you have provided is accurate and complete and (b) providing inaccurate or incomplete information may result in (i) Office Depot being unable to set up your Account or provide services and products to you; (ii) delays in the provision or delivery of services or products; or (iii) the suspension or termination of your Account. You agree to update your information if it changes.
  4. Your Account is personal to you or your company. You agree that (a) you are responsible for all use of your Account, even if such use is without your permission and (b) you will monitor your Account for unauthorized use and promptly report such use to Office Depot.

 

PRIVACY AND COMMUNICATIONS

  1. Your privacy is important to us. We will treat your personal information in accordance with our Privacy Policy, which is found at www.officedepot.com/a/customerservice/privacy. By accepting these Terms, you also agree to the terms of the Privacy Policy.
  2. You agree to the use of email or other forms of electronic communication for the purposes of (a) entering into an Agreement with us; (b) placing orders for services and products; and (c) delivery of purchase receipts, legal and other notices, records of transactions, and other information. You waive any requirement that requires an original or non-electronic signature or agreement or the delivery or retention of documents in a non-electronic format.
  3. You agree that we may record, store, and monitor communications between you and Office Depot. You agree that all communications, comments, feedback, materials, or information submitted by you to us (other than your personally identifiable information or billing information) is non-confidential and is the property of Office Depot. You agree that we are free to use and disseminate such information consistent with our Privacy Policy.

 

SERVICES AND PRODUCTS SUBJECT TO THESE TERMS

  1. Office Depot offers for sale a wide range of technology repair, maintenance, and support services and office products through a variety of sales channels. These Terms govern only the purchase of Device Managed Services (“DMS”) and Product Subscription Ordering (“Product Subscriptions”) through the Website or via an in-store kiosk. They do not govern the purchase of other services or products via the Website, in-store purchases, or purchases made through other sales channels.


YOUR USE OF DEVICE MANAGED SERVICES

  1. Your use of the DMS is solely for your personal or company purposes. You may not resell or transfer the DMS to other persons except as permitted by law. You may not sell, lease or rent access to or use of the DMS. You may not allow manufacturers, suppliers or vendors of your personal support technology, or providers of services relating to such technology, to access or use the DMS.
  2. You acknowledge and agree that your DMS includes only the specific services, features, software, hardware, and peripherals specified in the applicable Service Description document. Those services, features, software, hardware, and peripherals may change from time-to-time, and Office Depot may modify a Service Description by posting an updated version on the Website.

 

LIMITATIONS ON USE AND AVAILABILITY OF DMS

  1. All DMS are provided on an AS IS and AS AVAILABLE basis. All DMS may not be available at all times, in all locations, or in the format generally marketed. If your DMS requires Internet access, you must ensure that you have Internet connectivity. Prior to providing service to you, we will qualify your Internet connection using our standard qualification procedures to determine whether you have the minimum required speed; however, some computers and other devices may not be able to be serviced by DMS even if testing shows that your connection is qualified or your computer environment is suitable.
  2. Office Depot may, at any time and without notice or liability, restrict the use of DMS or limit their availability in order to perform maintenance activities, to maintain session control, and for other reasonable business purposes.
  3. If you request in-home or in-office service related to your DMS, Office Depot will use reasonable efforts to schedule a mutually convenient time. 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 any and all liability for any direct or indirect damages resulting from such delays.
  4. We reserve the right, in our sole discretion and without notice, to suspend, terminate, or discontinue any and all aspects of a DMS. If we terminate or discontinue a DMS before we have completed provision of the DMS to you, we will terminate your Agreement and refund any Fees that you have paid to us. If we terminate or discontinue a DMS after we begin to provide service to you, we will release you from this Agreement; however, you will not be refunded for Fees paid for 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.

 

USE OF SOFTWARE

  1. In connection with the DMS, we may recommend or require that you acquire, install, and use software that is owned 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 Fee for the DMS or for an additional Fee. You acknowledge that we may not be able to provide the DMS if you do not agree to install the Software. You agree that we may download and use Software and that we may accept applicable license agreements on your behalf. 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 DMS to you.
  2. The Software may be accompanied by an end user license agreement, and 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 cooperate to install such updates or changes. You may use the Software only as part of the DMS and for no other purpose.
  3. You are granted a revocable, non-exclusive, non-transferable license to use the Office Depot Software. You may not make copies of the Office Depot Software. You agree that the Office Depot Software is the confidential 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, 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 to the Office Depot Software and related documentation.
  4. Third Party Software is licensed to you by the respective owners or licensees of the Third Party Software. You must agree to the terms and conditions set forth by such owners or licensees before installing Third Party Software, whether or not Office Depot assists you in its acquisition, installation, and use. Office Depot has no rights to the Third Party Software and does not license Third Party Software to you or make any representation or warranty regarding the Third Party Software.
  5. We provide technical assistance and support for the Software 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. We make no warranty that we are an authorized service provider for Third Party Software, and it is your responsibility to determine if you require additional rights for us to provide such support, and if so, to acquire such rights. You acknowledge that support of Third Party Software by an unauthorized service provider may void any warranty made by the supplier of such Third Party Software.
  6. Your license to use the Software remains in effect until terminated by Office Depot, its third-party licensors, providers or suppliers, or until your Account is terminated. Upon termination of your Account, you must cease use of the Software (unless you hold an individual license for such Software) and delete it from your Devices. You agree that Office Depot may remotely delete the Software from your computer and other devices.�
  7. In connection with the DMS, 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. Third-party services may include technical support, portal, training, music, gaming, and storage services. Violation of a third-party provider's terms of service may result in the termination of your Account and your use of the Services.

 

TERM AND TERMINATION

  1. This Agreement takes effect upon your acceptance of this Agreement and shall continue until terminated by you or Office Depot.
  2. You may cancel your order for DMS and Subscription Products or terminate your Agreement with us as set forth in the applicable Supplemental Terms and Conditions. Termination during the Initial Term of a DMS may result in the charging of a Fee for early termination.
  3. 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 DMS is prohibited by law or is disruptive to, adversely impacts, or causes a malfunction to the DMS, Office Depot's network, or the use and enjoyment of other users; (c) Office Depot receives an order from a court; (d) if Office Depot ceases to offer a service or product; (e) we determine that you are abusing a DMS 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

  1. Office Depot’s charges for the DMS and Product Subscriptions that you purchase are provided to you during the ordering process and on the Website. You agree to pay the charges applicable to the DMS and Subscription Products that you purchase, as well as any applicable taxes, shipping and handling fees, and other charges including but not limited to activation fees, minimum service fees, no-show fees, failure to cancel fees, termination fees, other nonrecurring charges and set-up fees (each a “Fee” and collectively the “Fees”). You also agree to pay any Fees applied to your Account for any reason, including but not limited to, interest, and charges due to insufficient credit or insufficient funds. You authorize Office Depot to charge your debit or credit card or other accepted payment method for payment of the Fees.
  2. Fees may be charged (i) in advance of us providing the DMS or Product Subscription and/or (ii) on a periodic basis. Set-up fees, activation fees, installation fees and other non-recurring charges will typically be included in your first invoice. Recurring Fees for DMS will be billed one month in advance, usage charges will be billed in arrears, and pre-purchase plans will be billed in advance. Charges for prepaid services will be billed at the commencement of the service period.
  3. The assessment and acceptance, or any non-assessment, by Office Depot of any Fee for late payment shall not be construed as a waiver by Office Depot of its rights with respect to the default giving rise to such payment and shall not affect any of Office Depot’s rights and remedies under these Terms or at law.
  4. If any portion of your bill is not paid by the due date, Office Depot may charge you a late fee on the unpaid balance. The late fee will be the lesser of 1.5% (18% per annum) or the highest rate permitted by law on the past due balance. If Office Depot utilizes a collection agency or resorts to legal action to recover monies due, you agree to reimburse us for all expenses incurred to recover such monies, including attorneys' fees.
  5. You agree that Office Depot may charge your debit or credit card or other accepted payment method following termination of your Agreement for any reason until all amounts due to Office Depot are paid in full. Office Depot reserves the right to submit any account to collections for amounts Office Depot is unable to collect through normal payment process.

 

WARRANTIES, DISCLAIMERS, AND LIMITATION OF LIABILITY

  1. We will use commercially reasonable efforts to provide the Services. You acknowledge and agree that the Services are provided “as is” and may not provide the results you desire. The Services may not detect or identify all issues or problems with your Device, and our Services may not remedy, repair or alleviate such issues or problems. Certain issues and problems may be beyond our ability to resolve.
  2. Other than as specifically set forth herein, there are no warranties for the Service. The warranty does not cover any issues or interruptions caused by problems with a third-party service such as internet service providers, wireless service providers, DSL or cable companies. Further, while we use reasonable security measures to deliver the Service, you acknowledge and agree that no data transmission over the Internet is 100% secure and we cannot guarantee that your personal information will be free from unauthorized intrusion. You shall have generally accepted and updated industry standard virus protection and Internet security software or tools installed on your Device (unless such too are part of the Service that we provide to you).
  3. YOU ACKNOWLEDGE AND AGREE THAT EXCEPT AS SET FORTH IN PARAGARAPH 30 ABOVE AND IN THE SERVICE DESCRIPTION, THE SERVICE (INCLUDING, WITHOUT LIMITATION, ALL ADVICE, CONTENT, AND SOFTWARE) IS 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, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICE WILL BE TIMELY, SECURE, UNINTERRUPTED, ERROR FREE, OR SUCCESSFUL IN RESOLVING YOUR TECHNOLOGY QUESTIONS OR DEVICE PROBLEMS. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS, CONTENT OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE SHALL CREATE ANY WARRANTY. ANY CONTENT OR SOFTWARE THAT YOU ACCESS, DOWNLOAD OR USE WITH REGARD TO THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM SUCH ACTIVITIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT YOU ARE COVERED BY ANY JURISDICTION’S LIMITATIONS, THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
  4. 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 DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OF REVENUE OR DAMAGE TO DATA ARISING OUT OF THE USE, PARTIAL USE OR INABILITY TO USE THE SERVICE, 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.
  5. THE RIGHTS OR LIMITS STATED IN THESE TERMS ARE THE MAXIMUM FOR WHICH OFICE DEPOT (INCLUDING ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, AND AFFILIATES), OFFICE DEPOT’S THIRD-PARTY LICENSORS, PROVIDERS AND SUPPLIERS, ARE COLLECTIVELY RESPONSIBLE. IN NO EVENT SHALL OUR TOTAL LIABILITY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SERVICES EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE. YOU AGREE THAT YOUR DAMAGES FOR ANY LOSS RELATED TO THE SERVICE WOULD BE DIFFICULT OR IMPOSSIBLE TO ACCURATELY ESTIMATE AND THAT THE LIQUIDATED DAMAGES SET FORTH IN THIS PARAGRAPH REPRESENT REASONABLE COMPENSATION.
  6. THE REMEDIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES. CERTAIN JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE ABOVE LIMITATIONS AND EXCLUSIONS SHALL NOT APPLY TO RESIDENTS OF NEW JERSEY TO THE EXTENT DAMAGES RESULT FROM OFFICE DEPOT’S NEGLIGENT, FRAUDULENT, OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (SUCH AS CONSUMER LAWS), WHICH DO NOT ALLOW OR LIMIT THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, OUR EXCLUSIONS OR LIMITATIONS APPLY TO YOU TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.

 

INDEMNIFICATION

  1. You agree to defend, indemnify and hold harmless Office Depot its officers, directors, employees, affiliates, agents, subcontractors, and any other third-party provider who furnishes Services or Products to you in connection with this Agreement or the Products or Services that you purchase from and against all claims, liabilities, damages, costs and expenses, including reasonable attorney's fees, in any way related to or arising from (i) the violation of applicable laws, regulations, or this Agreement by you; (ii) the rights of any third party; or (iii) claims for infringement of any intellectual property rights arising from your use of the Service, the Software, or the Internet.

 

ARBITRATION AGREEMENT AND WAIVERS OF CLASS ACTION AND JURY TRIAL

  1. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by Office Depot and you, in accordance with the applicable procedural rules set forth in the then-prevailing Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The JAMS Rules and Procedures are available at www.jamsadr.com or by calling (800) 352-5267. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. Alternatively, you may assert your claims in small claims court in accordance with the terms of this Agreement if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The arbitrator shall apply Florida law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. If you initiate arbitration against Office Depot, you will not be responsible for professional fees for the arbitrator’s services or any other JAMS fees. If Office Depot initiates arbitration against you, Office Depot will pay for the arbitrator’s services and any other JAMS fees associated with the arbitration. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect. If the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither you nor Office Depot shall be entitled to arbitrate the dispute. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH 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.� DO NOT USE THE SERVICE IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

Under California Civil Code Section I789.3, California residents are entitled to the following specific consumer rights notice:� The headquarters of Office Depot is located at 6600 North Military Trail, Boca Raton, FL 33496, Tel. (561) 438-4800. The charges for the Services are specified in-store or on the Website. If you have a complaint regarding the Services or want to request a paper copy of these Terms, contact us by mail or telephone, by 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 95384 or by telephone at (916) 445-1254 or (800) 952-5210.

  1. CLASS ACTION WAIVER. If any claim proceeds in court rather than through arbitration, for any reason, you and Office Depot each agree that such dispute will only be resolved on an individual basis. YOU AND OFFICE DEPOT AGREE THAT YOU AND OFFICE DEPOT MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
  2. 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.

GENERAL PROVISIONS

  1. All obligations under this Agreement that by their nature would continue beyond the cancellation, termination, or expiration of this Agreement shall survive such cancellation, termination, or expiration.
  2. Office Depot will not be liable for delays, damages or failures in performance due to causes beyond its reasonable control, including, but not limited to, acts of a governmental body, acts of God, acts of third parties, fires, floods, strikes or other labor-related disputes, of other things we do not control, or an inability to obtain necessary equipment or services.
  3. This Agreement is governed by the law of the State of Florida, without regard to its choice of law rules, except that the arbitration provisions of this Agreement are governed by the Federal Arbitration Act. Unless otherwise agreed, court proceedings must be in 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 cause of action or claim you may have with respect to the Service must be commenced within two (2) years after the claim or cause of action arises. In any action or proceeding arising from or relating to this Agreement, you agree that Office Depot shall be entitled to recover its reasonable attorneys' fees and costs in the event that Office Depot prevails.
  4. Office Depot's failure at any time to insist upon strict compliance with any of the provisions of this Agreement in any instance shall not be construed to be a waiver of such terms in the future. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties.
  5. These Terms, any supplemental terms and conditions, all policies posted on the Website, and any service descriptions or similar documents, all of which are incorporated into this Agreement by attachment or by reference, constitute the entire Agreement between you and Office Depot and supersede 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.
  6. 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 Agreement entered into shall be binding upon and inure to the benefit of the parties hereto and the respective successors, legal representatives, and assigns as agreed.
  7. You and Office Depot are entering into this Agreement as independent contractors and, 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.
  8. Any notice required to be given to Office Depot by you under these Terms or any Agreement shall be in writing, addressed to the headquarters of Office Depot at 6600 North Military Trail, Boca Raton, FL 33496, and shall be effective upon receipt. With the exception of notices permitted by Paragraph 6 of these Terms to be given by email or other electronic means, or by posting on the Website, we will send notice to you at the address provided by you for invoicing. Notices by Office Depot to you 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 home, as applicable.
  9. If any provision of this Agreement is deemed to be invalid or unenforceable, the remainder of the Agreement shall remain valid and enforceable.


Product Subscription Ordering

Supplemental Terms and Conditions

Welcome to the Supplemental Terms and Conditions ("Supplemental Terms") for product subscription ordering. These Supplemental Terms, together with the General Terms and Conditions and the documents referenced therein, constitute the entire agreement between you and Office Depot related to product subscription ordering. Please read these Supplemental Terms carefully. In the event of a conflict between these Supplemental Terms and the General Terms and Conditions, these Supplemental Terms prevail.

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.


Program Benefits

Let us do the heavy lifting for you. 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 enrollment in subscription ordering starts with your first automatic delivery order. If you choose, your first order can be sent out for delivery on a specific date you select. If you do not select a date, we will process your order immediately.


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.


Except for certain offers that require a specified subscription term, you may change the subscription frequency, item quantity and 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.


Except for certain offers that require a specified subscription term, you may cancel your subscription any time online using your “Subscription Manager”. 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).


Conditions

Credit cards are the only method of payment accepted for subscription ordering on the Website.�


You must have an account on www.officedepot.com to enroll and purchase items through subscription ordering. We reserve the right to accept, refuse, cancel, or modify subscription orders in our sole discretion. 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.


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.


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.


Notice of Automatic and Recurring
Payments

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 the 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.


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).�


Agreement Changes

We may, in our sole discretion, change these Supplemental Terms, the General Terms & Conditions, Office Depot’s website Terms of Use and/or our Privacy Policy without notice to you by posting updates on OfficeDepot.com. By using subscription ordering, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the current terms and conditions to which you are bound.


Termination by Us

We may terminate your subscription at our discretion without notice. If we do so, you will only be charged for orders that have been sent out for delivery to you.


Limitation of Liability

IN ADDITION TO THE OTHER LIMITATIONS AND EXCLUSIONS CONTAINED IN OFFICE DEPOT'S ONLINE TERMS OF USE, IN NO EVENT WILL WE OR OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, EMPLOYEES, THIRD PARTY SERVICE PROVIDERS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, INDIRECT, DIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, DATA, OR PROFITS, WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS, ARISING OUT OF OR IN CONNECTION WITH YOUR SUBSCRIPTION ORDERING SUBSCRIPTION OR THE PROGRAM. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES; AS A RESULT, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF OFFICE DEPOT’S NEGLIGENT, FRAUDULENT, OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.


You agree to indemnify and hold Office Depot (and its officers, directors, agents, subsidiaries, joint ventures, employees and third-party service providers), harmless from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, including reasonable attorneys' fees, costs, expenses or damages relating to defending such claims, arising out of or related to a breach of your representations and warranties set forth herein, or your violation of any law or the rights of a third party. THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE ANY CANCELLATION OR TERMINATION OF YOUR SUBSCRIPTION OR PARTICIPATION IN THE PROGRAM. CERTAIN STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.




Device Managed Services

Supplemental Terms and Conditions


Office Depot provides several managed device service plans on a subscription basis to meet the technological support needs of your home or small or medium business. See the applicable Service Description for the features and limitations of the Service that you have purchased.


These Device Managed Services Supplemental Terms and Conditions ("Supplemental Terms"), together with the General Terms and Conditions and the documents referenced therein, constitute the entire agreement between you and Office Depot related to Device Managed Services. Please read these Supplemental Terms carefully. In the event of a conflict between these Supplemental Terms and the General Terms and Conditions, these Supplemental Terms prevail.

PLEASE NOTE THE AUTOMATIC RENEWAL TERMS BELOW. By signing up for Device Managed Services with Office Depot, you agree that we may charge the payment method associated with your Account automatically on a recurring basis based on a monthly basis until you or we cancel or terminate your Service. You may cancel your Service subscription any time by calling us at 1-888-315-5073 or through your Account. Termination may subject you to an early termination fee as described below. No refund will be provided for Services provided before the date of cancellation or termination.


Term

DMS plans may be subject to a minimum initial term (the “Initial Term ”) as described in the Product Description. At the end of the Initial Term, your DMS plan will be continued on a month-to-month basis. You must give Office Depot notice of your intent to terminate no less than 30 days before the end of the then-current term in order to avoid being charged the applicable Fee for the next period.  


Cancellation of Your Services Order

You may cancel your DMS Plan within 30 days of the date you place an order without further obligation to Office Depot (the “Cancellation Period”). You must return any equipment or products purchased from us as part of the DMS Plan in order to receive a refund for them. Initial set-up and similar Fees will not be refunded. You must pay us for DMS provided between the time of your order and the date of cancellation if we have started to provide such DMS to you.�


Termination by You After the Cancellation Period

If you terminate your Device Managed Service after the Cancellation Period, or if Office Depot terminates for cause, during the Initial Term of the contract, you will be responsible for payment of an early termination fee (“ETF”). The ETF will be equal to 50% of the balance for the remaining period of the Initial Term.�


Changes to Your DMS Plan

You may change your DMS Plan at any time by contacting Customer Service. If you upgrade to a higher tier DMS Plan, you will not be charged an ETF. If you downgrade your DMS Plan, you will be assessed and ETF equal to 25% of the balance for the remaining period of the Initial Term.


Changes to your DMS Plan will result in a new Agreement with a new Initial Term.

 

Version 1.1. Effective February 25, 2018 | �2018 Office Depot, Inc.