Terms of Service Mobile Application
Simply Depo
Last updated: 2024.07.12
Simply Depo Inc. (“Simply Depo” or “we”) welcomes you. These Terms of Service (“Terms”) apply to the provision of the services specified below (“Services”) by Simply Depo to you (“you” or “User”) through the application for Sales Representatives and Merchandisers (“App”), available on Apple Store and Google Play.
The Terms and any operating rules, notices, and policies posted on the App, including the Privacy Notice, constitute the entire agreement between you and us (individually – “Party” and collectively – “Parties”).
By using the App or by clicking the relevant checkbox during the authorization on the Platform, you signify, declare, and warrant that:
- you have read, understand, and hereby agree to be legally bound by and to comply with these Terms in full;
- you are duly authorized to act on behalf of the legal entity you represent (if applicable);
- according to your local jurisdiction, you are eligible to enter into this agreement and have no restriction to access or use the App;
- you comply with these Terms and all applicable laws and regulations;
- you allow SimplyDepo to use your company logo on its marketing materials referring to you as a client.
Our Privacy Notice for the App describes our collection and use of personal data during the App use.
If you have any questions or comments about these Terms, please contact us.
Table of contents
Third-Party Websites and Services
Content and Intellectual Property
Applicable Law and Jurisdiction
Communication, Questions, and Contact Information
Accessing the App
In brief:
- To access the App you have to use the Account created through an existing Admin Account.
- Admin has to pay for the chosen Subscription plan for you to obtain access to the Account.
- You are responsible for the actions of the other members of your team whom you provided with access to the Account.
- If you have any problems with the Account or want to terminate the provision of the Services and delete the Account, contact Admin or contact us.
Account
To access the App, you must have a personalized Account (“Account”) that has been created using an Admin Account of the wholesaler (“Admin Account”). Admin of the Admin Account (“Admin”) has to create the Account for you using your email address by filling in the “Representative Profile” on our platform.
Once your Account has been created, you will be provided with an email with a link to activate your Account. Following the provided link you have to set the password for your Account.
You have to use your email address and the password (“Login Credentials”) for you to log in and use the features of the App.
To create the Admin Account, a wholesaler has to visit our website and follow the prompts to set up and activate the Admin Account.
To create Accounts for Sales Representatives and Merchandisers Admin has to use the features of our platform using their Admin Account.
You shall not transfer or share the Account and Login Credentials with others.
You are solely responsible for:
- maintaining the confidentiality and security of the Login Credentials;
- all actions are taken through your Account.
Problems with Account
Please contact us:
- if you are aware of or suspect that someone has wrongfully or illegally accessed your Account to immediately limit or restore the access;
- if you lose your password to the Account.
You can also change your password in the settings of the App.
You can delete your Account or terminate the Services provision at any time. To initiate deletion or termination of the Account, please contact Admin or contact us.
Simply Depo Services
In brief: We provide you with the Services in accordance with the Subscription plan.
The App enables merchandisers to discover valuable market insights, on-shelf availability, and competitor tracking, and sales representatives to write orders, and access catalogs, inventory, order history & routes on the go.
The exhaustive list and terms of the Services depend on the Subscription plan that is described in an email to the Admin during the onboarding process while creating the Admin Account.
Main Menu
Using the main menu you can adjust your search process by sorting visible activities by:
- type (customer visits, photos, notes),
- period (today, yesterday, this week, etc, or custom),
- team members involved (only me, my team, or separate team members), and
- territory.
Dashboard
In the “Dashboard” section you can manage your sales and track your work. You can also see the graphs based on the information you included.
Customers
You can create a list of your customers in the section “Customers” which you can view using the provided filters. To add new customers you can use the functionality of the “+ NEW” button in the right top corner of the screen.
To create a customer’s card you have to input its business name and ID, billing address, and shipping address. You can optionally include information about their tax ID (EIN) manually or using a camera/uploading a photo, business phone, payment terms, customer group, territory, contacts, or add tags.
You can see customers’ profiles in a simplified view in a list and also view their full profile including activities, details, and orders. On a customer’s profile you can also see its directions, add to route, or call (if you added their contact information).
Products
In the section “Products” you can view the list of products available, add variations of one product, sort them using filters, and view the full provided description of the product, including quantity available, price, and discounts.
Orders
You can see and manage all your orders from customers in the section “Orders” where you can also add new orders and sort existing ones.
Routes
You can add routes for your products’ deliveries. The navigation app can be changed in the settings of the App.
Subscription
In brief: Access to the App is only granted if the Admin of the Admin Account pays for the Subscription according to the Subscription plan.
Before the Admin Account’s registration, the Admin must have chosen the Subscription plan (“Subscription”).
The Subscription activation is subject to the full prepayment of the Subscription fee.
The payments are charged on a monthly basis at the end of the month for the following month.
Simply Depo may immediately suspend the provision of the Services if the payments are delayed or failed.
If We do not receive a relevant payment, we will terminate the provision of the Services.
Third-Party Websites and Services
In brief: Some functions of the App depend on third-party services, which we do not control; therefore, we cannot guarantee the uninterrupted operation of all features.
The App depends on or contains links to other websites and services governed by third parties. We do not control the features available or accessed through such websites and services.
We are not responsible for the content and services offered through them and for any losses, damages, or other liabilities incurred as a result of your use of such websites and services.
You acknowledge that other terms of use and privacy notices apply to your use of third-party websites, services, and content.
AI Features
The App may include additional optional features powered by artificial intelligence (“AI Features”) that may be based on open-source models or facilitated by an external AI service provider. For detailed information about how the AI features work and how your data is processed, please refer to our Privacy Notice for the App.
By using the AI Features, you agree and acknowledge that:
- you with this provide us with all necessary consent, approval, permissions, and agreements (required under any confidentiality obligations between you and us) to disclose, share, and use your confidential information during and within your use of the AI Features, and, consequently, all and any such actions and their results shall not be deemed as violations of any confidentiality obligations by us);
- the AI Features are provided to you “as is” with no warranties or representations of any kind;
- it is your sole responsibility to ensure your compliance with all applicable laws and regulations in connection to the use of the AI Features and the generated outputs;
- the AI Features may generate output that contains inaccurate, unreliable, or offensive content and you must evaluate the output before relying on or otherwise using it;
- you shall not use the AI Features in a way that infringes, misappropriates, or violates any third-party rights;
- we may, at our sole discretion, impose limits on the use of the AI Features at any time;
- you shall not use the AI Features in a manner that violates the policies of the external AI service provider;
- you shall not mislead any person that the output generated by the AI Feature was human-generated;
- you shall not use the AI Features to create, train, or improve (directly or indirectly) a similar foundation or large language learning model or other generative artificial intelligence service, reverse engineer, extract, or discover the AI Features’ data, models, model weights, algorithms, safety features, or operation.
If you do not agree with any of the foregoing, you must refrain from or discontinue using the AI Features.
Please note that the AI Features may not be available to users from certain countries or territories because of legal restrictions, for example, local rules or regulations or policies of the external AI service provider.
Content and Intellectual Property
In brief:
- We own or have a relevant license to the Content.
- We give you the right to use the App under these Terms.
- You are prohibited from copying and distributing Content we own in violation of our rights.
Simply Depo Content
All materials on the App, including text, graphics, information, images, drawings, trademarks, logos, video, sounds, music, software, and other materials (“Content”), as well as copyright and other intellectual property rights to such Content belong to us or is included in the App with the consent of the owner.
By providing us (in particular by uploading to the App) with any intellectual property objects (including logos, symbols, fonts, trademarks, service marks, personal photos, etc.) you provide:
- us with a non-exclusive, revocable, sublicensable, transferable worldwide license to use such objects for the functioning of the App and provision of the Services under the Terms for the period of the Subscription;
- us with a guarantee that you have duly and rightfully obtained all permissions, consents, licenses, and any other authorizations necessary for the provision of us with such objects and the license specified above; and
- the App’s users with a license to access and view them for the entire period of their publishing on the App.
The Content, or any elements thereof, may not be used without our or the owner’s prior written consent in any manner not provided by these Terms.
If you comply with these Terms, we grant you a limited, worldwide, non-exclusive, revocable license, without the right to sublicense and transfer, for the period of Subscription to use the App under these Terms and access to and view any Content posted on or through the App for your personal, non-commercial use, and business purposes.
You must not:
- reproduce, publish, distribute, modify, create, or otherwise use the Content we own for commercial or illegal purposes without our prior written consent;
- sell, lease, rent, license, sublicense, or otherwise distribute the Content we own;
- copy, decompile, disassemble, translate, or reverse engineer the Content we own, in whole or in part;
- write or develop any derivative software, make an attempt to derive the source code of, modify, or create derivative works of the Content we own, and its updates;
- provide, disclose, divulge or make available to, or permit the use of the Content we own by any third party without our prior written consent;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure we implement or any of our providers or any other third party (including another user) to protect the Content we own.
User Content
You can upload, publish, and distribute materials, including images, videos, texts, designs, graphics, icons, or other materials and information, including the input you provide when using the AI Features and the generated output (“User Content”). If you contribute User Content through the App, such User Content may be accessible to other users and available for copying, sharing, distributing, and publishing outside the App.
Between you and Simply Depo, you own your User Content and information that you post through the Account.
You, with this, grant Simply Depo a limited, revocable, non-exclusive, sub-licensable, transferable, royalty-free, perpetual, worldwide license to access, use, copy, modify, distribute, publish, reproduce, prepare derivative works of, store, cache, and otherwise fully exploit the User Content that you provide through the App, without any further consent, notice and/or compensation to you or others.
You can end this license anytime by deleting your User Content or Account. However, the license and permissions regarding your User Content will continue to be in force for the users who have previously shared/reposted or downloaded your User Content.
When you upload or make available any User Content, you thereby represent and warrant that:
- creation, distribution, public display, and accessing, downloading, or copying of such User Content do not and will not infringe the intellectual property rights of any third party;
- you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize other users of the App and us to use your User Content in any manner contemplated by Simply Depo and these Terms;
- you are solely responsible for all the confidential information and personal data that may appear in your User Content (such as a company name, address, pictures of any people, their telephone numbers, etc.).
You are solely responsible for any User Content you upload to the App. The User Content published through the App can be subject to Simply Depo’s prior moderation. However, we do not give any promises or guarantees relating to the User Content.
Prohibited Activities
In brief:
- Users are prohibited from posting and sharing content that is offensive, false, or misleading, and promotes illegal activities or conduct that is abusive or violent.
- Simply Depo may, but is not obliged to, control and remove any content that violates these Terms and user’s rights.
- Users who find such content should contact support for its removal.
You are prohibited from posting and sharing User Content (including during chats), which:
- is offensive by its nature, such as content that promotes racial or ethnic offenses, bigotry, hatred, physical harm of any kind against any group or individual, animal cruelty;
- contain information that is false, misleading, or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, libelous, or physical violence or encourages conduct that would be considered a criminal offense or bring forth civil liability;
- bullies, harasses, or threatens another individual;
- displays or promotes pornographic or sexually explicit material of any kind, including underage;
- promote sex-related entertainment, escort services, or other services that may be interpreted as providing sexual acts in exchange for compensation;
- contain not authorized advertising, solicitations, contests, sweepstakes, barter, and pyramid schemes;
- demonstrates a nude body, offensive gestures, and motions.
Simply Depo may, but is not obliged to and is not responsible for, control any Content or User Content. Simply Depo makes no representations or warranties to any Content or User Content.
If you find any User Content violating these Terms or your rights, please contact our support. We can remove any Content that violates these Terms or apply other measures.
Warranties and Disclaimers
In brief:
- The software is provided to you “as is.”
- We do not promise that the App will function uninterrupted as provided in these Terms and disclaim all other warranties.
- The App’s software may malfunction, in which case we will make every effort to resume its correct operation.
The software is provided to you “as is.”
To the fullest extent permitted by law, we disclaim all warranties concerning the App, its functionality, and its Content (including the results of your using the AI Features and the generated outputs), including, without restrictions, warranties of fitness for a particular purpose, merchantability, and non-infringement of intellectual property rights of third parties or other rights.
You must not consider and treat the results of your using the AI Features and the generated outputs as any Services provided by us, and also you must not consider and treat them as any results of the professional consultants. Please note that you have to use any results of your using the AI Features and the generated outputs while bearing the sole responsibility for that.
We make no promises or guarantees regarding the accuracy, usefulness, reliability, and correctness of the App. We do not warrant that the operation of the App will be uninterrupted or secure, that any defects will be corrected, or that the App will be free of viruses or other harmful elements.
We do our best to keep your data safe and secure and maintain the App’s functionality. However, the App may be unavailable for various factors beyond our control, including emergencies, third-party service failures, hacker attacks, transmission, equipment or network problems or limitations, interference, and signal strength, and may be interrupted, refused, limited, or curtailed.
We are not responsible for data loss or the inability to use passwords or other information for login or identification caused due to the above.
You provide us with a warranty that you are aware and understand that Simply Depo is not a professional trading, financial, investments, marketing, sales, or accounting consultant and that the Services provided via the App are not equivalent to the services of the listed specialists.
Liability
In brief:
- We are not liable for any loss or damage caused by your use or inability to use the App or otherwise arising under these Terms.
- We are not liable for any consequences of the application of the results of the provision of the Services in your business activity.
Liability of Simply Depo
We shall not be held responsible if any information, materials, or Content available through the App are inaccurate or incomplete and for typographical errors or omissions in the text, price, or other materials.
Notwithstanding anything to the contrary, we do not control and therefore are not responsible for the actions of our users on or off the App, including any misuse or misappropriation of the App.
In no event shall we, our subcontractors, or any other team members be liable for any direct, indirect, incidental, special, consequential, or incidental damages, including lost profits, loss of data, or damage to property, related to the use or inability to use the App; for damage caused by the use of information obtained through the App, caused by a defect in the Services provided under these Terms, as well as as a result of errors, defects, and interruptions in the App, even if We were notified of such damage.
The above disclaimer applies to the extent permitted by applicable law.
We are not liable for any results of your application of the Services results in your business activity.
Our liability under these Terms is limited to the sum of the fees paid for the access and use of the Admin Account during the last three (3) months preceding the claim.
Please note your sole remedy for dissatisfaction with the Services or App is to stop using them. In no event shall you seek or be entitled to rescission, injunctive, or other equitable relief, or to enjoin or restrain the operation of the App, exploitation of any materials issued or published in connection therewith or displayed thereon or therethrough.
Your Liability
We may suspend the provision of the Services:
- if Admin delays the payment – for the period of such a delay but not longer than 30 calendar days from the provided date of the payment;
- if Simply Depo has reasonable suspicions that you (or other team members) сommit the crimes or any other wrongful or illegal activity using the App, or any result of the provision of the Services – until you provide a reasonable written refutation of such suspicions (confirmed by pieces of evidence, if necessary).
- if you violate these Terms otherwise.
We may delete the Admin Account, including your Account if Admin delays the payment for more than 90 calendar days.
If we suspect you of engaging in fraudulent activities, we are entitled to terminate the provision of you with the Services and your use of the App without providing you with a notice.
Indemnification
In brief: If you violate these Terms, misuse the App, or violate any law or third party’s rights, you agree to indemnify and defend Simply Depo.
You agree to defend, indemnify, and hold harmless us from and against all claims, responsibility, damages, losses, and expenses, including reasonable legal and accounting expenses, arising from:
- any breach by you of any of these Terms;
- your use/misuse of the App;
- a violation by you of applicable law, third party’s intellectual property or other rights, any agreement or terms with a third party to which you are subject.
We reserve the right to handle our legal defense; however, we see fit, including instances when you indemnify us. Therefore, you agree to cooperate with us to execute our strategy.
Force Majeure
In brief:
- The Party is released from liability for any breach of these Terms if such breach is caused by reasons beyond the control of this Party.
- The authorized body has to confirm the Force Majeure.
- The Party shall immediately notify the other one about the Force Majeure.
- If the Force Majeure lasts for more than 30 calendar days, the Party may refuse to perform its obligations under these Terms, and in this case, neither Party has to compensate the other Party for the losses.
The Party is released from liability for breach of these Terms if such breach is caused by reasons beyond the control of this Party (“Force Majeure”).
The Force Majeure shall be confirmed by the relevant document (certificate) issued by the authorized body at the Party’s request.
The Party must immediately (and not later than within ten (10) calendar days from such circumstances occurrence) notify the other Party of the Force Majeure and substantiate its interference with the performance of obligations under these Terms. Otherwise, such a Party loses the right to refer to the Force Majeure.
Force Majeure automatically extends the term of performance of obligations under these Terms for a period equal to its duration. Force Majeure releases the Party invoking it from the liability for non-performance.
If the Force Majeure lasts for more than 30 calendar days, either Party may initiate the termination of these Terms.
Applicable Law and Jurisdiction
In brief:
- The laws of the State of New York of the United States of America govern these Terms.
- We hope to settle all the issues by peaceful means.
- If a severe dispute arises between us, it must be settled exclusively by the American Arbitration Association (New York City, the US).
These Terms shall be exclusively governed by and construed under the laws of the State of New York of the United States of America, excluding its rules on conflict of laws.
You agree that any dispute, conflict, claim, or controversy directly or indirectly arising out of in connection with or relating to these Terms, including, without limitation, those relating to its validity, its construction, or its enforceability shall be settled through amicable negotiations directly with Simply Depo following the principles of good faith and cooperation.
If attempts to reach a consensus through the negotiations fail, the dispute shall be settled exclusively by the American Arbitration Association (New York City, the US).
The arbitration shall be settled by one arbitrator whose decision is final. The language of the arbitration shall be English if the Parties do not agree otherwise.
TO THE EXTENT ALLOWED BY THE APPLICABLE LAW, YOU AGREE THAT ANY PROCEEDINGS TO SETTLE ANY DISPUTE UNDER THESE TERMS SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT NO ARBITRATION OR PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER ARBITRATION OR PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF SIMPLY DEPO.
Termination
In brief:
- To terminate the agreement with Simply Depo, you have to delete and no longer use or access the Account.
- We can terminate your access to the Account if you violate these Terms.
Termination by Simply Depo
We reserve the right at our sole discretion with prior notice to modify, suspend or discontinue the App, Content, feature, or offers through the App at any time. You agree that we shall not be liable to you or any third party should any of the preceding occur.
We reserve the right to take whatever lawful actions we may deem appropriate in response to actual or suspected violations of these Terms, including, without limitation, the suspension or termination of your license and access to the App.
We may cooperate with legal authorities and third parties to investigate any suspected or alleged crime or civil wrong.
Termination by You
You may terminate the Services provision. For that matter, you have to contact us or Admin to request the deletion of your Account. In such a case, you will lose access to the Account and the App.
If you terminate this agreement, all permissions and licenses under these Terms will immediately terminate.
Termination Consequences
In case of termination of the Services provision, we will delete all data (databases, etc.) regarding you from the App and our database, except that, if necessary under our retention policy or for accounting or archival purposes under the law.
You can request the retrieval of such data copies by contacting us.
Electronic Notifications
By using the App and providing us with your contact details, you understand and agree that we may send you electronic notifications via email or push notifications regarding, without limitation:
- your use of the App;
- updates of the App and these Terms;
- transactions under these Terms.
You can read more about personal data processing in our Privacy Notice.
Other Terms
We may transfer our rights and obligations under these Terms to a third party, but this will not affect your rights or our obligations.
At our sole discretion, we reserve the right to modify these Terms. If material changes affect your use of the App, we will notify you before the changes’ effective date by sending a notification to you. If you continue to use the App, you agree to the updated version of these Terms.
If any provision of these Terms is determined to be unlawful, void, or unenforceable, the remaining provisions of these Terms will continue to be fully valid and enforceable.
A printed version of these Terms shall be admissible in judicial or administrative proceedings based on or relating to the use of the App to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
It is your responsibility to regularly check the then-current version of the Terms to determine if there have been changes to these Terms and to review such changes.
Communication, Questions, and Contact Information
Communication
You agree to exchange all the documents and information under these Terms by the contact details specified in the Account, including email.
You may also reach us by using the chat button on the lower right corner of our website.
Questions and Contact Information
If you have any questions or comments about these Terms, Services, or the App, please contact us at info@simplydepo.com.
We are available for contact from 9 am to 6 pm (GMT-5).
Simply Depo Inc.
1751 Stillwell Avenue
Brooklyn, NY 11223
File Number: 6017876
We sincerely ask you to be polite and friendly, or we will not be able to respond to communications that contain offensive remarks.