Office Depot® & OfficeMax® Services and Subscriptions Terms and Conditions

I. Scope

These Services and Subscriptions Terms and Conditions (“Terms”) are applicable to purchases of certain services and subscriptions identified within these Terms, including Product Subscriptions, Tech Services Subscriptions, and tech services (collectively, the “Services”). These Terms are between you and Office Depot, LLC and/or its affiliates or subsidiaries ("Office Depot", "us", "we" or “our”), and govern our respective rights and obligations for the Services. These Terms, together with our Site Terms of Use and Privacy Policy, as well as all other applicable terms, conditions, limitations and requirements on the OfficeDepot.com website (the “Website”), constitutes the entire agreement between you and Office Depot related to the Services. IF YOU ENROLL IN A SUBSCRIPTION AND/OR PURCHASE A SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND YOU AGREE TO COMPLY WITH THESE TERMS.

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 VI BELOW. Please read these Terms carefully.

II. Subscription Terms

PLEASE NOTE THESE AUTOMATIC RENEWAL TERMS FOR SUBSCRIPTION SERVICES. 

The following additional terms apply generally to Services purchased from Office Depot and provided by Office Depot on a recurring basis (“Subscription Services”). Office Depot currently offers the following Subscription Services: (a) the ability to purchase and automatically reorder products on a recurring basis based on the delivery schedule you set, until you cancel your subscription (a “Product Subscription”); and (b) the ability to purchase technology support related services that renew automatically on a monthly or annual basis, until you cancel your subscription (a “Tech Services Subscription”).

By signing up for Subscription Services with Office Depot, you agree that YOUR SUBSCRIPTION SERVICE WILL AUTOMATICALLY CONTINUE AND THAT we may AUTOMATICALLY charge the payment method associated with your Account (defined below) FOR ALL APPLICABLE FEES AND TAXES on a recurring basis AT THE START OF EACH APPLICABLE SUBSCRIPTION PERIOD until you cancel YOUR Subscription Service as DESCRIBED BELOW. TO AVOID FUTURE CHARGES, CANCEL BEFORE YOUR RENEWAL DATE.

Except for certain offers that require a specified subscription term, you may cancel your Subscription Service at any time. IF YOU WISH TO TERMINATE A SUBSCRIPTION SERVICE, LOG IN TO YOUR ACCOUNT AND GO TO THE “MY ACCOUNT” SECTION. IF YOU EXPERIENCE ANY TECHNICAL DIFFICULTY, CONTACT OUR CUSTOMER CARE TEAM AT 1 (800) GO-DEPOT (800-463-3768).

The following additional subscription terms apply to each of the specified Subscription Services:

For a Product Subscription: There is no additional fee to you for this service. 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. You determine the cadence on which purchases are made. Product Subscription orders can be scheduled for weekly, every two weeks, every three weeks, monthly, every two months, every three months, and every six months. Unless you update your method of payment or cancel your Product Subscription, the charge for each recurring order will be automatically billed to the method of payment you use when you create your Product Subscription.

Cancellation: You may change the subscription frequency, item quantity, cancel your subscription, and change the method of payment associated with your Product Subscription at any time by logging into your Office Depot Account online and accessing the “Subscriptions” option or by 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.

For a Tech Services Subscription: The nonrefundable fee for a 12-month ("Annual") Tech Services Subscription is $129.99 per year, plus any applicable taxes. An Annual Tech Services Subscription requires a 12-month commitment term. An Annual Tech Services Subscription will be automatically renewed on an annual basis, which is the 12-month anniversary of the start of your Annual Tech Services Subscription (“Renewal Date”), unless you choose to cancel.

The nonrefundable fee for  a month-to-month ("Monthly") Tech Services Subscription is $15 per month, plus any applicable taxes. A Monthly Tech Services Subscription will be automatically renewed on a month-to-month basis on the same date as your enrollment date in the following calendar month (also, a “Renewal Date”), unless you cancel. For example, if you enroll in a Monthly Tech Services Subscription on March 7, your Subscription will renew on, and you will be charged on, April 7.

Unless you update your method of payment or cancel your subscription, the Annual or Monthly Tech Services Subscription fee will be automatically billed to the method of payment you use when you create your Subscription. Fees are subject to change in Office Depot’s discretion, upon notice to you to the extent required by law. Office Depot may cancel, terminate, modify, or eliminate Tech Services Subscription offerings in its sole discretion at any time with or without notice to you.

Cancellation: You can cancel your Tech Services Subscription at any time before your applicable Renewal Date by calling 1-800-GO-DEPOT (1-800-463-3768) or online by logging into your Office Depot Account and accessing the “Subscriptions” option to adjust your Tech Services Subscription settings. Fees previously paid for your Tech Services Subscription prior to the effective date of cancellation will not be refunded.

III. Additional Terms for Product Subscriptions

The following additional terms apply to Product Subscriptions.

ENROLLMENT

Your enrollment in a Product Subscription 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. Your Product Subscription is personal to you, and you may not assign or transfer your Product Subscription or any of the benefits associated with Product Subscription ordering to any third party.

LIMITATIONS ON USE AND AVAILABILITY OF PRODUCT SUBSCRIPTIONS

We reserve the right to accept, refuse, cancel, or modify Product Subscription orders in our sole discretion.

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 Product Subscription for that item and no additional orders associated with that Product 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 Product Subscription order for that item.

FEES, PAYMENT, AND DISCOUNTS

Credit cards are the only method of payment accepted for Product Subscriptions on the Website. We will, from time to time, offer various discounts and incentives when enrolling into Product 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 Product 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.

If the method of payment becomes invalid at any time during the Product Subscription period or if the charge is otherwise rejected, we will send an email to the email address associated with your Product Subscription notifying you that the Product 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 Product Subscription manager that needs to be updated. Your Product Subscription will remain on hold and no additional orders will be processed or shipped until the information is updated.

Your Product Subscription and any related item discounts and/or incentives will remain in effect until your Product Subscription is cancelled. If you cancel your Product 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 Product Subscription ordering discounts and/or incentives (e.g. Coupons and/or Mail in Rebates).

NOTIFICATIONS

If any problems arise with your Account, the delivery address, or the method of payment associated with your Product Subscription order, we will notify you via email using the address associated with your Product Subscription asking that you resolve the problem. Your Product Subscription will be placed on hold and no additional orders will be processed or sent out for delivery until the problem has been resolved.

IV. Additional Terms for Tech Services

The following additional terms apply to Tech Services Subscriptions, and the technology support services provided by Office Depot related thereto (“Tech Services”).

LIMITATIONS ON USE AND AVAILABILITY OF TECH SERVICES; IN-STORE AND ONSITE SERVICES

Minimum requirements to install a Tech Services Subscription: Device must have at least 10MB free hard disk space and 256MB RAM. Supported OS systems: Windows 10 and 11. Device must be virus free at the time of purchase of the Tech Services Subscription.

Some Tech Services are provided only during business hours at an Office Depot or OfficeMax retail store. If the Tech Services require that you leave a computer, tablet, mobile device, or other equipment for Tech Service, we will notify you once the 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.

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 the software is purchased as part of the Tech Services or work order. If you purchase Tech Services for new hardware purchased anywhere other than Office Depot, that new hardware 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.

REMOTE TECH SERVICES

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

ACCESS TO EQUIPMENT AND USE OF SOFTWARE

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 Tech Services.

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 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 these Terms. 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 Services to you. In some instances, your rights to use certain Office Depot Software will cease once the Services cease.

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 these Terms. 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.

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.

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.

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. Upon termination of the Tech Services, 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.

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 Tech Services.

DATA BACKUP

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 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 THESE TERMS, THE 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 SERVICES, WE WILL REASONABLY ATTEMPT TO PROVIDE SUCH 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 THESE TERMS.

V. Additional Terms for all Services 

ACCOUNTS

You may be required to have a customer account (an “Account”) to purchase some of our Services. By establishing an Account, you confirm that (a) you are the age of majority in your state of residence and (b) you have the legal capacity to enter into and be bound by these Terms on behalf of yourself or your company.

Your Account is personal to the Account owner. You are solely responsible for all use of your Account, even if unauthorized, for maintaining the confidentiality of your log-in information, and for monitoring your Account for unauthorized use. We have no liability for any unauthorized use under your Account.

You agree to the use of email or other forms of electronic communication for purposes of (a) entering into these Terms; (b) ordering Services; and (c) delivery of purchase receipts, notices, records of transactions, and other information. You waive any legal requirement that may require an original or non-electronic signature or agreement or delivery or retention of documents in paper format.

You agree that we may record, store, and monitor communications between you and Office Depot. You grant Office Depot a perpetual, irrevocable, worldwide, royalty free license to use comments, feedback, materials, or related information provided by you in connection with the Services.

LIMITATIONS ON USE AND AVAILABILITY OF SERVICES

Your use of any Service is solely for your personal or internal company purposes. You may not sell, resell, lease, rent, subcontract, sublicense or transfer the Services to others or use the Services to compete with us.

Services are subject to the availability of parts and other materials.

All Services are provided on an AS IS and AS AVAILABLE basis. Not all Services may be available at all times, or in all locations, or in the format generally marketed. Some 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.

Office Depot may, at any time and without notice or liability, limit the use or availability of 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.

LIMITED WARRANTY, DISCLAIMERS, LIMITATION OF LIABILITY, AND LIQUIDATED DAMAGES

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 thirty (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.

The limited warranty above 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 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.

EXCEPT AS SET FORTH IN THESE TERMS, THE SERVICES (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, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICES 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.

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.

IN NO EVENT SHALL OUR TOTAL LIABILITY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) ARISING FROM THESE TERMS 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.

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.

INDEMNIFICATION

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

These Terms are governed by the laws of the State of Florida, U.S.A. In the event of any controversy or dispute arising out of or relating to these Terms, the parties to such controversy or dispute shall meet and seek resolution in good faith. Any controversy or claim arising out of or relating to these Terms or the breach thereof, which is not resolved within thirty (30) days or such longer period as may be mutually agreed upon between the parties, will be submitted to binding arbitration in accordance with the procedures set forth below.

Arbitration Procedure. Any such binding arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and shall be held in Palm Beach County, Florida. One arbitrator shall be appointed in accordance with the rules of the AAA. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Fees and Costs. Each party to any binding arbitration under this provision shall bear its own costs, fees, and expenses of arbitration. However, Office Depot shall pay all filing and administration fees charged by the arbitrator up to $1,000. If the arbitrator issues an award in Office Depot’s favor, you will not be required to reimburse Office Depot for these filing and administration fees.

Award. The arbitrator’s decision and award shall be in writing, and counterpart copies thereof shall be delivered to each of the parties simultaneously. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this agreement to arbitrate or any agreement entered into pursuant hereto. Any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, but in no event attorneys’ fees. Under no circumstances will you be permitted to seek recovery for, and you hereby waive all rights to claim, punitive, incidental, and consequential damages and any other damages, other than for actual out-of-pocket expenses and statutory damages, and waive any and all rights to have damages multiplied or otherwise increased.

LIMITATION OF OTHER PROCEEDINGS AND CLASS ACTION WAIVER

Each party agrees that it will not file (nor will it cause any other person or entity to file) any suit, motion, petition, or otherwise commence any legal action or proceeding which may be submitted to arbitration pursuant to these Terms. Upon the entry of an order dismissing or staying any such action or proceeding in a court, the party which filed such action or proceeding shall promptly pay to the other party the attorneys’ fees, costs, and expenses incurred by such other party prior to the entry of such order. Moreover, BY AGREEING TO ARBITRATION IN ACCORDANCE WITH THIS PROVISION, YOU WAIVE YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY ACTION AGAINST OFFICE DEPOT REGARDING ANY CLASS CLAIM YOU MAY HAVE AGAINST OFFICE DEPOT, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

Office Depot and you agree that the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida or the Southern District of Florida, West Palm Beach Division, as applicable, will have exclusive jurisdiction to hear and determine any claims or disputes arising out of or related to these Terms of Use that are not subject to binding arbitration as set forth herein. You expressly submit and consent in advance to such jurisdiction in any action or suit commenced in such court, and you hereby waive any objection that you may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. If you do not agree, please do not use this Site. If you choose to access this Site from another location, you do so on your own initiative and are responsible for compliance with applicable local laws.

All obligations under these Terms that expressly or by their nature would continue beyond the cancellation, termination, or expiration of these Terms shall survive such cancellation, termination, or expiration.

Office Depot’s failure to insist upon strict compliance with any of the provisions of these Terms shall not be construed to be an ongoing or future waiver of such terms. If any provision of these Terms 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.

These Terms are the entire agreement between you and Office Depot regarding the subject matter of these Terms and supersedes any prior or contemporaneous agreements whether written or oral. Any changes by you to these Terms, or any additional or different terms in your purchase orders, acknowledgements or other documents, written or electronic, are void.

You may not assign these Terms without our written consent, and any attempted assignment shall be void. We may assign, delegate, or transfer our obligations under these Terms to our affiliates without your consent. Any Services under these Terms may be delivered by Office Depot or its contractors and suppliers.

You and Office Depot are entering into these Terms as independent contractors. These Terms does not create an employment relationship. Except as set forth in these Terms, 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.

Notices to Office Depot under these Terms 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.