Terms of Service Website & Platform
Simply Depo

Last updated: 2023.01.15

Simply Depo Inc. (“Simply Depo” or “we”) welcomes you. These Terms of Service (“Terms”) apply to:

The Terms and any operating rules, notices, and policies posted on the Website and Platform, including Privacy Notice, constitute the entire agreement between you and us (individually – “Party” and collectively – “Parties”).

By using the Website or by clicking the relevant checkbox during the authorization on the Platform, you declare and warrant that:

Our Privacy Notice for the Website and Privacy Notice for the Wholesale Platform describes our collection and use of personal data during the Website and Platform use.

If you have any questions or comments about these Terms, please contact us.

Table of contents

Simply Depo Services



Third-Party Websites and Services

Content and Intellectual Property

Prohibited Activities

Warranties and Disclaimers



Force Majeure

Applicable Law and Jurisdiction


Electronic Notifications

Other Terms

Data Processing Agreement

Communication, Questions, and Contact Information

Simply Depo Services

In brief: 

B2B eCommerce Services

The Website provides you with information on the Services available via our Platform or the mobile & iPad apps, allows you to request registration in the products you are interested in, and log in to your account on the Platform if you already have one.

The exhaustive list and terms of the Services depend on your subscription plan that will be described in an email to you during the onboarding process.

To use the Platform to optimize your wholesale or distribution processes, you have to complete the registration and activation of their Account.

Integrations with Our Partners

You can access pre-built integrations with the most popular in-industry enterprise resource planning services. 

Please be aware that to enable some of the integrations you have to pay a fee. Integrations are provided by third-party service providers and therefore Simply Depo is not responsible for the payment to and functioning of these services.

Additional Services

You can request additional services by contacting us, and we will consider such an option.

By additional services, we mean the provision of the additional integrations you need to the Platform.


In brief:

Filling out the Registration Form

You may request the provision of the Services by filling in the following mandatory information on the registration form:

You will receive an email to the email address you indicated with instructions on the following registration process within 2 business days.

We will provide you with a detailed description of our Services and the terms of their provision, including available subscription plans, special requirements, and an onboarding guide (or demo session). 

We may ask you for the following information to verify your identity:

Additional information or documents may be requested by Simply Depo during the verification procedure. Please note that you have to provide us with correct and complete information to pass the verification successfully. 

If you agree to the offered terms and successfully pass the verification, we will provide you with the following steps regarding your registration, including the subscription payment ways.

Account Registration and Activation

After you duly pay the subscription fee, we create a personalized account (“Account”) within five (5) calendar days. 

Using the email we send, you have to:

After the Account registration and activation, you become a verified user of the Platform.

To obtain full access to the Services you have to fill in your business information required by the Platform.

Account Use

You shall not transfer or share the Account and Login Credentials with others. 

You are solely responsible for:

Access to Account

You may provide your employees or other members of your team with access to the Account creating new roles for them by the Platform functionality. You are solely responsible for their actions as for your own.

For that matter, please, contact us if you have any questions.

Problems with Account

Please contact us:

You can delete your Account or terminate the Services provision at any time. To initiate deletion or termination, please use the relevant functionality of your Account or contact us.


In brief: 

Before the Account’s registration, you must choose between the subscription plan among ones we offer.

Our subscription plans contain the following terms supplementing these Terms and differ in:

You can learn more about our subscription plans in the email we send you while the registration procedure. Please, note that the subscription plans offered to you are confidential.

We reserve the right to change the subscription plans and the list of Services available under them at any time. We will notify you of any such changes. 

The subscription activation is subject to the full prepayment of the subscription fee.

Payments Terms

All payments under these Terms are charged automatically via the third-party payment services provider.

The payments will be charged on a monthly basis at the end of the month for the following month.

The payments are not subject to a refund.

The subscription fees paid via third-party payment services may include any other mandatory payments (taxes, duties, etc.).

When you use third-party payment services, you are subject to other terms and privacy notices. We are not responsible for the processing of your personal data by such a provider.

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.

Subscription Change and Cancellation

You can change the subscription plan at any time by contacting us.

You will have to pay the difference if your new subscription plan is more expensive than the previous one. If the new subscription plan is cheaper, the fee is not subject to a refund.

Your subscription will be immediately canceled, if you delete the Account or if the payment due is delayed for more than _________ calendar days.

Subscription Renewal

Your subscription will be automatically renewed for the subsequent subscription period under the same conditions. You will be charged for the next subscription period unless you cancel at least 72 hours before the subscription renewal date.

Third-Party Websites and Services

In brief

The Website or Platform 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.

Content and Intellectual Property

In brief: 

Simply Depo Content

All materials on the Website and Platform, 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 Website with the consent of the owner.

By providing us (in particular by uploading to the Website and Platform) with any intellectual property objects (including logos, symbols, fonts, trademarks and service marks, personal photos, etc.) you provide:

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 your subscription to use the Website and the Platform under these Terms and access to and view any Content posted on or through the Website or the Platform for your personal, non-commercial use, and business purposes.

You must not:

You may use our customer API code placed on our Website exclusively for the purpose of integrating our commerce technology with your backend system. 

User Content

You can upload, publish, and distribute materials, including images, videos, texts, designs, graphics, icons, or other materials and information (“User Content”). If you contribute User Content through the Platform, such User Content may be accessible to other users and available for copying, sharing, distributing, and publishing outside the Platform.

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 Platform, 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: 

You are solely responsible for any User Content you upload to the Platform. The User Content published through the Platform 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:

You are prohibited from posting and sharing User Content (including during chats), which: 

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.”

To the fullest extent permitted by law, we disclaim all warranties concerning the Website and Platform, their functionality, and Content, including, without restrictions, warranties of fitness for a particular purpose, merchantability, and non-infringement of intellectual property rights of third parties or other rights.

We make no promises or guarantees regarding the accuracy, usefulness, reliability, and correctness of the Website and Platform. We do not warrant that the operation of the Website and Platform will be uninterrupted or secure, that any defects will be corrected, or that the Website and Platform will be free of viruses or other harmful elements.

We do our best to keep your data safe and secure and maintain the Website’s and Platform’s functionality. However, the Website and Platform 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 Platform are not equivalent to the services of the listed specialists.


In brief

Liability of Simply Depo

We shall not be held responsible if any information, materials, or Content available through the Website or Platform are inaccurate or incomplete and for typographical errors or omissions in the text, price, or other materials.

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 Website or Platform; for damage caused by the use of information obtained through the Website or Platform, caused by a defect in the Services provided under these Terms, as well as as a result of errors, defects, and interruptions in the Website or Platform, 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 by you during the last three (3) months preceding the claim.

Your Liability

You agree to be liable for timely and full payment for the Services. We may suspend the provision of the Services:

We may delete your Account if you delay the payment for more than 60 calendar days


In brief:

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:

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 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

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.



In brief:

Termination by Simply Depo

We reserve the right at our sole discretion with prior notice to modify, suspend or discontinue the Website, Platform, Content, feature or offers through the Website or Platform 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 Website and Platform.

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 via email for the relevant request and cancellation of the Subscription. In such a case, you will lose access to the Account and the Platform. 

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, and your company, from the Platform 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 Website and Platform and providing us with your contact details, you understand and agree that we may send you electronic notifications via email regarding, without limitation:

You can read more about personal data processing in our Privacy Notice for the Website and Privacy Notice for the Wholesale Platform.

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 Website or the Platform, we will notify you before the changes’ effective date by sending a notification to you. If you continue to use the Website or the Platform, 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 Website or Platform to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Data Processing Agreement


This Data Processing Agreement (“Agreement”) is part of our Terms. You are the controller of personal data, while we are the processor. Both parties shall be referred to as the “Parties” and each as a “Party”.

Reason for Data Transfer

Simply Depo provides you the Platform under the Terms. For Simply Depo to be able to provide you with the Platform functionality concerning Sale Reps and Merchandisers management, you transfer to Simply Depo personal data of the Sale Reps and Merchandisers in the amount necessary for it.

Transfer of Personal Data

Following the purposes of the Agreement, transfers of personal data shall include, but are not limited to, the following:

Transfer Standards

The Parties shall execute the following standards of transfer:

Data Subjects 

Simply Depo, in the course of your use of the Platform, may process personal data of the third parties transferred by you:

Personal Data

Simply Depo, in the process of your use of the Platform, may process the following personal data of the third parties transferred by you:

Simply Depo is the processor of the Customers’ and Representatives’ data, acting on behalf of the Brands, which are the controller of the Customers’ and Representatives’ data.

Personal Data Storage Term

Simply Depo shall store personal data received from you for the periods specified in the Simply Depo Platform Privacy Notice.

Details of Transfer

Data subject  Personal data transferred  Purpose of the processing  Storage term 
  • Customers’ Data.
Provide services under the Terms of Service.  Stored during the use of the Platform.
  • Representatives’ Data.
Provide services under the Terms of Service.  Stored during the use of the Platform.


Limitation of the Processing

Simply Depo does not use the Transferred Personal Data for any purpose other than that for which it was collected. 

The Transferred Personal Data shall only be processed as necessary according to the purposes and to fulfill the obligations set out in the Terms

Simply Depo does not use personal data outside of direct contractual relations.

Simply Depo does not combine the Transferred Personal Data received with databases from other parties.

The Frequency of the Transfer 

The Transferred Personal Data will be transferred on a continuous basis.

Transfer to Subprocessors

Each Party can appoint processors independently, providing the necessary safeguards for processing personal data.

You acknowledge and agree that Simply Depo uses the following subprocessor for storing the Transferred Personal Data: Google servers.

Simply Depo engages third-party subprocessors only under a contract that provides requirements at least equivalent to the Agreement.

Transfer to Third Parties

Each Party can independently transfer the Transferred Personal Data to the third parties, providing the necessary safeguards for processing Transferred Personal Data. 

Simply Depo transfers Transferred Personal Data to our contractors solely to provide you with services.


Personal data transferred may only be disclosed to the following recipients or categories of recipients and only if appropriate safeguards are in place:

The Parties will notify each other without undue delay if they become aware of inaccuracies in Transferred Personal Data.

No Sale of Personal Data Under the California Consumer Privacy Act

The Parties shall not have, derive, or exercise any rights or benefits regarding processed Transferred Personal Data and may use and disclose Transferred Personal Data solely for the purposes for which such Transferred Personal Data was provided to it, as stipulated in the Agreement. 

The Parties certify that they understand the rules, requirements, and definitions of The California Consumer Privacy Act (“CCPA”) and agree to refrain from selling any Transferred Personal Data nor taking any action that would cause any transfer of Transferred Personal Data to qualify as “selling” such Transferred Personal Data under the CCPA.

Data Protection Measures

Taking into account the scope, purpose, and risks of the processing, to protect personal data Simply Depo implement the following measures:

Technical measures

Organisational measures

Physical measures

You have the right to monitor compliance with the Agreement by Simply Depo upon prior reasonable request, not more than once a year.

Simply Depo undertakes to notify you immediately if, for any reason, it is unable to comply with the requirements of the Agreement.

Data Incident Management and Notification

The Parties will notify each other as soon as possible of any potential or actual loss of Transferred Personal Data or any breach of the technical or organizational measures taken.

The Parties shall notify within 24 hours after identifying any potential or actual loss or breach.

The Parties shall make reasonable efforts to identify and take those necessary and reasonable steps to remediate or mitigate the cause of such data loss or breach incident.

The Parties will provide each other with reasonable assistance as required to facilitate the handling of any data security breach.

Communication, Questions, and Contact Information


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 the Website.

Questions and Contact Information

If you have any questions or comments about these Terms, Services, the Website, or Platform, 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.


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