Terms & Conditions
Date of Last Revision: June 17, 2019
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE YOU DOWNLOAD, INSTALL, USE OR ACCESS THE DISTRIBUTION DEPOT™ MOBILE APPLICATION and WEBSITE PORTAL (collectively, the "app").
1. General. These Distribution Depot™ Terms and Conditions (the "Terms and Conditions") constitutes a legal agreement between you ("you," "your" or the "End User") and Distribution Depot USA, Inc. developer and owner of the App. By downloading, installing and using the App (and any related program or services) and by registering for an account for the App, you agree to these Terms and Conditions. The Distribution Depot™ App is owned and operated by Distribution Depot USA, Inc. a Delaware corporation (the "Company"). If you do not accept these Terms and Conditions, you may not download, install or use the App. Your download, installation or use of the App constitutes your acceptance of these Terms and Conditions. The provisions contained in these Terms and Conditions constitute the entire agreement between the you (the End User) and the Company. You agree that you may not use the App in any way that conflicts with or violates these Terms and Conditions. No purported waiver of any of the provisions of these Terms and Conditions shall be binding on the Company unless reduced to writing and signed by an authorized representative of the Company. The Company reserves the right to make changes to these Terms and Conditions from time to time, and any changes will be posted on the End User portal, and made available through the App, and become effective immediately upon release.
2. Distribution Depot ™ Services. Distribution Depot™ is an ordering platform for businesses and is designed to transform how businesses buy from their suppliers. Smart phones or tablets are used to scan, search, or directly enter the items businesses need. Distribution Depot™ sorts the items by the preferred Supplier or Distributor and sends the purchase orders to them via email, web-based portal, or directly into the Suppliers' or Distributors' ERP system. Suppliers/Distributors manage the entire transaction going forward. Contractor and Supplier/Distributor portals are provided to help manage the order transactions. "Time of Purchase" communication is also provided to offer Supplier/Distributor based promotions or messages to business when they buy product. Manufacturers participate by providing their product information.
3. Definitions. Distribution Depot™ connects Contractors, Distributors/Suppliers and Manufacturers (each, individually, an "End User") in an ordering platform for businesses. As used herein, Contractors means the purchasers of goods for sale, Distributors/Suppliers means the sellers of goods for sale, and Manufacturers means the manufacturer of goods for sale.
4. Versions. There is currently one version of the App available to End Users. The Company reserves the right, in its sole discretion, to add additional features or functions, or to provide programming fixes, updates and upgrades, to the App. The Company further reserves the right to release new versions of the App, some of which may require payment on different terms or subscription pricing. End User acknowledges and agrees that the Company has no obligation to make available to End User any subsequent or updated versions of the App. End User further agrees that it shall be required to enter into a renewed version of the Terms and Conditions if it wishes to download, install or use any other version of the App.
5. Pricing and Payment. End User agrees that all pricing for use of the App shall be as set out in the Term Sheet, which may be amended from time to time. All prices in the Term Sheet are subject to change. If End User fails to pay any invoice when due, the Company may, at its sole option, (1) suspend End User's access to the App until such invoice is paid and/or (2) terminate End User's access to the App. All invoices are due and payable in net cash thirty (30) days from the date of invoice. Any invoice that is not paid during such thirty (30) day period shall bear interest at the rate of one and one-half percent (1.5%) per month from the due date or the highest amount allowed by applicable law, whichever is less. End User shall be responsible for and shall remit to the Company all costs, expenses and reasonable attorneys fees incurred by the Company in obtaining payment of any past-due invoice or portion thereof.
6. No Guarantee of Sale/Contract. Distribution Depot™ is an ordering platform for Contractors and Suppliers/Distributors. Any purchase, order, sales contract or transaction is exclusively between Contractor and the Supplier/Distributor, and End Users expressly agree that the Company is not a party to that contract, or transaction. The Company in no way guarantees that any sales contract, purchase order, or other agreement to purchase or sell items listed in the App will be consummated between Contractor and any Supplier/Distributor. The Company in no way guarantees any purchase order or transaction between Contractor and Supplier/Distributor, including, but no limited to, that the purchase order or transaction shall be timely shipped or delivered, accurate, free from errors or omissions.
No purchase order, sales order or other contract is created between Contractor and any Supplier/Distributor until such time as Supplier/Distributor expressly accepts the order.
7. End User Eligibility. To download the App and register as an End User, you must be at least 18 years old, hold a valid email address, and agree to be contacted by that email address. By downloading and installing the App, and registering as an End User, you represent and warrant that you meet these eligibility requirements, that the information that you provide as part of the registration process is true, complete and accurate and, if you are registering on behalf of an entity, that you are duly authorized to bind that entity, and any others using the App on behalf of the entity, to these Terms and Conditions. The Company reserves the right to reject any End User registration in its sole discretion if it determines that End User's use of the App violates or has at any time violated these Terms and Conditions, any other applicable agreement between you and Company, or any law of the United States.
8. Termination. The Company reserves the right to terminate the End User's right to use the App at any time, in the Company's sole discretion.
9. Cancellation. Contractors may cancel at any time by deleting the App. Suppliers/Distributors may cancel at any time upon sixty (60) days written notice to the Company. Suppliers/Distributors agree that they shall honor purchase orders or sales transactions accepted prior to cancellation. Manufacturers may cancel at any time, and agree that any and all information that they provided to the Company shall remain in the Company's possession and shall not be removed from the App or otherwise returned.
10. Use of End User Information. End User hereby agrees and grants the Company an irrevocable, royalty-free, worldwide, assignable, sub-licensable license to use any material, data or information which you submit to the Company or the App for purposes of use in connection with the App, or for any other lawful purpose.
11. Accuracy of Information. End User represents and warrants that all information that it supplies, furnishes, uploads or otherwise transmits to or through the App is true and correct. Specifically:
Suppliers/Distributors warrant that all of the information that they provide including, but not limited to, product availability, pricing, promotions, conditions of sale and product descriptions, is true and accurate.
Manufacturers warrant that all of the information that they provide including, but not limited to, to parts and product numbers and descriptions, is true and accurate.
Contractors warrant that all information that they provide including, but not limited to, purchase orders or product parts and/or components, is true and accurate.
The Company specifically disclaims any responsibility or warranty as to the accuracy of information provided by End User and shall in no way be liable to any End User for any damage or loss stemming from the inaccuracy of information provided by any End User.
12. Accuracy of Purchase Orders. Distribution Depot™ is an ordering platform for Contractors and Suppliers/Distributors. The Company in no way guarantees the accuracy of any pricing, promotion, or purchase information. End Users are exclusively responsible for the accuracy of any purchase information or purchase order fulfillment including, but not limited to, purchase order requests, fulfillment, pricing, promotions and delivery.
13. Ownership / Intellectual Property. Except as expressly set forth in these Terms and Conditions, the Company owns and retains all right, title and interest in and to all copyright, trademark, service mark, patent, trade secret or other intellectual property and all proprietary rights in and to the App, to the fullest extent provided under the law. End User acknowledges that, by using the App, it will not gain any ownership interest in the App. End User further acknowledges and agrees that all title and rights in and to any third party content that is incorporated into the App is the property of the respective content owners and may be protected by applicable patent, copyright, trademark or other intellectual property laws.
14. Prohibited Uses. End User agrees not to reproduce, duplicate, copy, alter, modify, transmit, create derivative works of, publish, sublicense, distribute, circulate, disassemble, decompile, reverse engineer or re-sell the App or any part of the App. End User agrees that it shall not take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the App's ability to function, or allow or assist any third party to do so. End User agrees not to access, without authority, or interfere with, damage or disrupt: a) any part of the App; b) any equipment or network on which the App is stored; c) any software used in the provision of the App; or d) any equipment or network or software owned or used by any third party.
15. No Modifications. End User agrees not to undertake, cause, permit or authorize the modification of the App, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the App or any pert thereof.
16. Links. The Company is not responsible for, and in no way guarantees, the accuracy of any link, connection or correlation between Suppliers/Distributors parts and/or product numbers and Manufacturers parts and/or product numbers. Suppliers/Distributors are solely responsible for guaranteeing the accuracy of any link, connection or correlation between their parts and/or product numbers and Manufacturers parts and/or product numbers.
17. Passwords/Privacy. End Users are responsible for managing their account access, password, and any other information that End User might provide as part of the Company's security features. End Users must have a valid username and password for purposes of accessing the App. It is End User's responsibility to treat such information as confidential, and to protect against disclosure to third parties.
End User is responsible for any and all activities that occur under its own account. End User agrees to notify the Company immediately of any unauthorized use of the App or any other breach of security. The Company shall not be liable for any loss that an End User may incur as a result of an unauthorized third party using End User's passwords or accounts, either with or without End User's knowledge.
18. LIMITATION OF LIABILITY. THE COMPANY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO END USER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATING TO ANY AND ALL CLAIMS END USER MAY ASSERT ARISING OUT OF OR RELATED TO THE APP INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY, STATUTORY, BREACH OF CONTRACT, LOST PROFITS, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, DAMAGES REULTING FROM THE INACCURACY OF THE INFORMATION PROVIDED THROUGH THE APP BY OTHER END USERS, ERRORS OR OMISSIONS (INCLUDING ERRORS OR OMISSIONS IN PURCHASE ORDERS PLACED THROUGH THE APP), AND BREACH OF EXPRESS OR IMPLIED WARRANTY CLAIMS HOWEVER CAUSED, WHETHER BY THE NEGLIGENCE OF THE COMPANY OR OTHERWISE. THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGE, OR VIRUSES OR OTHER CODE THAT MAY AFFECT ANY EQUIPMENT, SOFTWARE, DATA, OR ANY OTHER PROPERTY AS A RESULT OF END USER'S DOWNLOAD, INSTALLATION, ACCESS TO OR USE OF THE APP. THE COMPANY EXPRESSLY DISCLAIMS AND SHALL BE IN NO WAY LIABLE FOR THE ACTIONS OF THIRD PARTIES, INCLUDING OTHER END USERS, OR LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF THE INACCURACY OF ANY INFORMATION PROVIDED BY THIRD PARTIES OR OTHER END USERS. In the event of any claim by any End User against the Company, the liability of the Company shall be limited to the fees paid to the Company in the three (3) months preceding the event that gives rise to the claim.
End Users release and waive all claims against the Company, including claims for damages, liabilities, costs and expenses arising out of your use of the App. California residents waive any rights they may have under §1542 of the California Civil Code, which reads "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You agree to release unknown claims and waive all rights under California Civil Code §1541 or any other statue or common law principle of similar effect.
19. Disclaimer of WARRANTIES.The Company does not warranty or guarantee the App, or any product or service provided in connection with the App, in any way. The Company does not warranty or guarantee that the information and materials on the App, including information supplied by third parties or other End Users, is accurate, or up-to-date. The App, and the services provided thereunder, are provided "As Is" and "As Available."
ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR CUSTOM INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OF ACCESSIBILITY AND ACCESS TO THE APP, AGAINST DELAYS, ERRORS OR OMISSIONS IN TRANSMISSION, DELIVERY OR USE OF THE APP ARE EXPRESSLY DISCLAIMED. THE COMPANY DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF INFORMATION SUBMITTED BY END USERS TO THE APP. NO OTHER WARRANTY IS MADE OR AUTHORIZED BY THE COMPANY UNLESS NOTED HEREIN AND SIGNED BY THE PURCHASER AND AN AUTHORIZED REPRESENATIVE OF THE COMPANY. No oral or written statements or representations shall be binding upon the Company unless reduced to writing and endorsed by an authorized representative of the Company.
The Company makes no warranty that End User's access to the App will be uninterrupted, timely or error-free. The Company does not warrant that the App will be compatible will all hardware and/or software which End User may use. The Company makes no warranty as to the price, product, delivery date, or order accuracy of any purchase order or transaction completed through the App.
20. Indemnity. End User hereby agrees to defend, indemnify and hold harmless the Company and its subsidiaries, affiliates, officers, employees, agents, vendors and contractors from any loss, expense, damage, cost (including, without limitation, actual attorney's fees), action claim, suit, allegation, demand or liability arising from or in any way relating to End User's violation of these Terms and Conditions, End User's use of the App, or any information, data or content provided by End User through the App including, but not limited to, any claim between a Contractor and Supplier/Distributor or Manufacturer for any dispute arising out of a purchase order or purchase transaction initiated through the App.
21. Infringement. End User shall indemnify, defend and hold harmless the Company, its officers, agents and employees against any expense, loss, attorneys fees, costs, judgment damage or liability arising out of wrongful use of the intellectual property of others, including trademarks, trade names and patents.
22. End User Representations and Warranties. End User represents and warrants that (a) use of the App will be in strict accordance with these Terms and Conditions and with all applicable laws and regulations regarding online conduct and regarding transmission and provision of data; (b) your use of the App will not infringe or misappropriate the intellectual property rights of any third party and (c) that any and all individuals using the app on behalf of any End User agree to be bound by these Terms and Conditions. End User further represents and warrants that it will not use the App in any manner that could damage, disable, overburden or impair the App or any other party's use and enjoyment of the App. End User shall not attempt to gain unauthorized access to any part of the App, other accounts, computer systems or networks connected to the App or another End User, through hacking, password mining or any other means.
23. Governing Law, Venue and Severability. These Terms and Conditions and your use of the App shall be governed by and construed in all respects by the laws of the State of Delaware, without regard to principles of conflicts of laws. The parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the United States District Court for the Northern District of Illinois, and in the absence of such federal jurisdiction, the parties consent to be subject to the exclusive jurisdiction of the state courts located in Chicago, Illinois, and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding. In the event that any provision of these Terms and Conditions is declared void or unenforceable by any competent legislative or judicial authority, said declaration shall not affect the enforceability or validity of any other provisions of this contract. It is the parties' intent that the provisions of these Terms and Conditions shall be severable.