Subscription Terms and Conditions
May 1, 2022
Welcome to the terms and conditions ("Terms") for subscription ordering. These Terms are between you and ODP Business Solutions, LLC and/or its affiliates or subsidiaries ("ODP", “Us” or “We”), and govern our respective rights and obligations for subscription ordering. The Terms constitute the entire agreement between you and ODP related to subscription ordering. Please note that your use of the odpbusiness.com website is also governed by our website Terms of Use , Terms and Conditions, and Privacy Policy, as well as all other applicable terms, conditions, limitations and requirements on opdbusiness.com, all of which (as changed over time) are incorporated into these Terms. If you place an order through our subscription ordering, you accept these Terms. Please read these Terms carefully.
If ODP and the Customer have executed a separate written agreement that conflicts with these Terms and is intended to supersede these Terms, the terms and conditions of that written agreement shall govern.
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 on a specific date you select. If you do not select a date, we will process your order immediately.
Credit cards or account billing are the only methods of payment accepted for subscription ordering on odpbusiness.com.
There is no fee to you for this service.
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 1-888.2.OFFICE (888.263-3423). Any updates will be applied to all future orders associated with your subscription.
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.
Conditions
You must have an account on odpbusiness.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.
Payments
Unless you update your method of payment, the charge for each order will be 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 will remain in effect until your subscription is cancelled.
Agreement Changes
We may, in our sole discretion, change these Terms, ODP’s website Terms of Use, Terms and Conditions and/or our Privacy Policy without notice to you by posting updates on odpbusiness.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 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 ODP'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. YOU AGREE TO INDEMNIFY AND HOLD ODP (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.
13. 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.
LIMITED WARRANTY, DISCLAIMERS, LIMITATION OF LIABILITY, AND LIQUIDATED DAMAGES
14. 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 OR APP, 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.
15. 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.
16. 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.
17. 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
18. 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
24 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.
20. 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.
21. 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
22. 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.
23. 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.
24. 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.
25. 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.
26. 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.
27. 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.
28. 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.
