Effective September 21, 2026 · Depot Industrial Inc, 360 N Pacific Coast Hwy, El Segundo, CA 90245
These Terms of Service (the “Terms”) govern your access to and use of the inventory management software, mobile applications, documentation and related services (together, the “Service”) provided by Depot Industrial Inc (“Depot Industrial”, “we”, “us”). By signing an order form, creating an account, or using the Service, you agree to these Terms on behalf of the company you represent (“Customer”, “you”). If you do not have authority to bind that company, do not use the Service.
The Service is provided as software as a service. We grant you a non-exclusive, non-transferable right to access and use the Service during your subscription term, for your own internal business operations, in the number of sites, users and modules recorded in your order form. Free trials, pilots and proof-of-concept environments are part of the Service and are covered by these Terms.
You may permit your employees and contractors to use the Service as authorized users. You are responsible for their acts and omissions as if they were your own, and for keeping account credentials confidential. Notify us promptly at info@depotindustrial.com if you believe an account has been compromised.
You agree not to: resell, sublicense or provide the Service to third parties except as agreed in writing; reverse engineer, decompile or attempt to derive the source code of the Service except to the extent such restriction is prohibited by law; interfere with or place unreasonable load on the Service or its infrastructure; upload malicious code; use the Service to store or transmit unlawful content; or circumvent usage limits, authentication or rate limits. We may suspend access, with notice where practicable, if your use threatens the security, integrity or availability of the Service.
You retain all right, title and interest in the data you or your authorized users submit to the Service, including item, inventory, order, shipment and analytics data (“Customer Data”). You grant us the limited right to host, process, transmit and display Customer Data solely to provide, secure and support the Service, and to comply with law. You are responsible for the accuracy and lawfulness of Customer Data and for obtaining any consents its collection requires.
You may export Customer Data at any time during the subscription term through the Service's export functions or API. Following termination we retain Customer Data for thirty (30) days so you can complete an export, after which we delete or irreversibly anonymize it in the ordinary course, except where retention is required by law. Our handling of personal information is described in the Privacy Policy, which forms part of these Terms.
Fees are stated in your order form and are quoted per operation, based on sites, authorized users and integration scope. Unless the order form says otherwise, subscription fees are invoiced annually in advance and are payable within thirty (30) days of the invoice date, in U.S. dollars. Implementation, migration and custom integration work is invoiced as delivered.
Late amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and we may suspend the Service after ten (10) business days' written notice of non-payment. Fees are exclusive of sales, use, VAT and similar taxes, which are your responsibility except for taxes on our net income. Fees are non-refundable except as expressly stated in these Terms.
The initial subscription term is stated in your order form and renews for successive terms of the same length unless either party gives written notice of non-renewal at least thirty (30) days before the current term ends. Either party may terminate for material breach that remains uncured thirty (30) days after written notice. If we terminate for your uncured breach, fees for the remainder of the term become immediately due; if you terminate for our uncured breach, we refund prepaid fees covering the period after termination.
We aim to keep the Service available at all times other than scheduled maintenance, which we announce in advance where practicable, and emergency maintenance. Where your order form includes a service level agreement, that document governs availability targets and remedies; the remedies stated there are your exclusive remedies for downtime. Support is provided by phone and email during business hours, Monday to Friday, 9:00 to 5:00 pm Pacific time.
We improve the Service continuously and may add, modify or remove features. We will not materially reduce the core functionality you subscribed to during a paid term without giving you notice and, if the change is materially adverse to you, the option to terminate the affected subscription and receive a pro-rata refund of prepaid fees.
The Service can connect to third-party systems such as accounting and ERP platforms, e-commerce channels, carriers, EDI partners and scanning hardware. Those systems are operated by their providers under their own terms, and we are not responsible for their availability, accuracy or acts. If you enable an integration, you authorize us to exchange the data the integration requires with that provider.
The Service, including its software, interfaces, documentation and trademarks, and all improvements to them, remain our exclusive property. These Terms grant no rights other than the access rights expressly stated. If you send us suggestions or feedback, you grant us a perpetual, royalty-free right to use it to improve the Service, without obligation to you. Aggregated, de-identified usage statistics that do not identify you, your users or your customers may be used to operate and improve the Service.
Each party may receive non-public information of the other, including pricing, roadmaps, operational data and technical materials. The receiving party will use such information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisers who need it and are bound by comparable obligations. These duties do not apply to information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party, and do not prevent disclosure required by law provided prompt notice is given where permitted.
We warrant that we will provide the Service in a professional and workmanlike manner and that the Service will perform materially as described in our then-current documentation. If it does not, tell us and we will correct the Service or, if we cannot within a reasonable period, refund prepaid fees for the unusable portion of the term. Except as stated in this section, the Service is provided “as is”, and we disclaim all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that inventory records will be accurate where the underlying scans, counts or third-party feeds are not.
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost goodwill or business interruption, even if advised of the possibility. Each party's total aggregate liability arising out of or relating to these Terms is limited to the fees paid or payable by you for the Service in the twelve (12) months preceding the event giving rise to the claim. These limits do not apply to your obligation to pay fees, to either party's indemnification obligations, or to liability that cannot be limited by law.
We will defend you against third-party claims alleging that the Service, used as permitted, infringes a U.S. patent, copyright or trade secret, and will pay damages finally awarded or agreed in settlement. You will defend us against third-party claims arising from Customer Data or your use of the Service in breach of these Terms. Each party's obligations are conditioned on prompt notice, sole control of the defense by the indemnifying party, and reasonable cooperation.
These Terms are governed by the laws of the State of California, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods. The parties submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and each waives any objection to venue there. Before filing, the parties will attempt in good faith to resolve the dispute through escalation to senior representatives for thirty (30) days. Either party may seek injunctive relief to protect its intellectual property or confidential information at any time.
These Terms, together with your order form and the Privacy Policy, are the entire agreement between the parties on this subject and supersede prior discussions; terms in your purchase order do not apply. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets. Neither party is liable for delay caused by events beyond its reasonable control. If a provision is unenforceable, the rest remains in force. Notices must be in writing and are effective when delivered to the addresses in the order form or, for us, to info@depotindustrial.com and the El Segundo address above.
We may update these Terms. For material changes we will give notice at least thirty (30) days before they take effect for your next renewal term; continued use of the Service after that date constitutes acceptance. The current version is always published on this page with its effective date.
Questions about these Terms: Depot Industrial Inc, 360 N Pacific Coast Hwy, El Segundo, CA 90245 · info@depotindustrial.com · (530) 883-1724, Monday to Friday, 9:00 to 5:00 pm Pacific.