Terms of Service
These terms govern your use of the Depot website at thedepot.io and, where you have been given an account, the Depot application at app.thedepot.io (together, the "Service"). By using the Service you agree to these terms. If you are agreeing on behalf of a company, you confirm you have authority to bind it.
1. Who we are
The Service is provided by Depot Holdings Group, Inc. ("Depot", "we", "us"), 14306 Seventh St #100, Dade City, FL 33523. You can reach us at [email protected].
2. The interactive preview
Our homepage contains a clickable preview of the Depot application. It is a simulation running in your browser, populated with fictional sample data. It is provided for illustration only, it does not connect to the live product, and the interface it shows may differ from the current application. Nothing in the preview constitutes a representation or warranty about the Service.
3. Accounts
Depot accounts are created in one of two ways: you subscribe directly through our website, or an account is provisioned for you by us or by an administrator at your organization. If you subscribe directly, you are the account owner for your organization’s workspace and are responsible for the fees under section 4. Sign-in is passwordless: we email a one-time code to your address. You are responsible for keeping access to that mailbox secure and for all activity under your account. Tell us promptly at [email protected] if you believe an account has been compromised.
If your organization holds the account, your administrator can grant, change, and revoke your access, and can access data in the workspace.
4. Fees, billing, and plans
Depot is sold on one of two plan structures. You choose which one applies when you subscribe:
- Month-to-Month Plan. No committed duration, at our standard per-asset rate.
- Term Plan. A committed duration — for example 12, 24, or 36 months — in exchange for a discounted per-asset rate.
Your Order Form governs. Subscriptions may be purchased under an order form, quote, or online plan selection (each, an “Order Form”). An Order Form may specify the plan, term length, pricing, discounts, committed quantities or committed spend, renewal terms, and other commercial terms. In the event of any conflict between an Order Form and these Terms, the Order Form governs with respect to the subject matter of that conflict.
Billing, on either plan
- Billed by active equipment. Charges are based on the number of assets active in your workspace at any point during the billing period. Assets you retire or deactivate stop being billed from the following billing period.
- Fees are exclusive of taxes, which you are responsible for except for taxes on our income.
Month-to-Month Plan
- Cancellation. On the Month-to-Month Plan you may cancel at any time, effective at the end of the current monthly period. We do not provide refunds for partial months unless required by law. This cancellation right applies to the Month-to-Month Plan only.
- Changes to pricing. We may change fees on the Month-to-Month Plan on at least 30 days’ notice. The change takes effect at your next monthly renewal, and cancelling before then avoids it.
Term Plan
- Commitment. You commit for the full term stated in your Order Form. A Term Plan cannot be cancelled for convenience before the end of that term, and the Month-to-Month cancellation right above does not apply to it.
- Early termination by you. If you end a Term Plan before the end of the committed term for any reason other than our uncured material breach under section 13, or if we terminate it for your uncured material breach, all remaining committed fees for the balance of the term become immediately due and payable. This reflects fees you agreed to pay in exchange for the discounted rate, and is not a penalty.
That amount is: the number of whole months remaining in the committed term, multiplied by your discounted per-asset rate, multiplied by the greater of (i) your average number of active assets over the trailing three complete billing months, or (ii) your average number of active assets over the trailing twelve complete billing months, or over the life of the subscription if it has run for less than twelve months. Your discounted rate is used, not our list rate. - If we end a Term Plan without cause. No amount is due from you, and we will refund any prepaid fees covering periods after termination.
- Sub-processor objection is not early termination. If you terminate because you object to a new sub-processor under the Data Processing Addendum, that is not an early termination and no accelerated fees are due.
- Committed minimum. Where your Order Form states a minimum number of assets, you are billed for at least that number in each billing period even if fewer assets are active. Where your Order Form states no minimum, billing follows actual active assets as described above.
- Rate locked for the term. Your per-asset rate is fixed for the duration of the term. The 30 days’ notice price-change right above does not apply to a Term Plan during its term.
- End of term. A Term Plan does not automatically renew for a further committed term. At the end of the term it converts automatically to the Month-to-Month Plan at our then-current standard rate, and we will notify you in advance of that conversion, unless you and we agree a new term in writing or you cancel. To cancel at the end of the term rather than continue month to month, tell us at least 30 days before the term ends.
5. Your data
As between you and Depot, you own the data you put into the Service — equipment records, inspections, work orders, photographs, and everything else. You grant us a limited licence to host, process, transmit, and display that data to provide and support the Service.
Artificial-intelligence features. Where the Service uses artificial intelligence to interpret text, images, or audio you submit — such as suggesting a component or failure type from a technician’s note, photograph, or voice memo — that content is sent to the model providers listed at thedepot.io/subprocessors to produce the suggestion. Our providers are engaged on terms under which your content is not used to train their models, and we never use one customer’s content — or any excerpt of it — to produce output for another.
From the bounded evaluation set described below we may fine-tune or otherwise adapt the models we use, and we may derive shared reference data from it — component and failure-mode vocabularies, or the shape of an effective instruction to a model. Anything derived this way contains none of your content and nothing that identifies you, your people, your sites, or your assets, and that is what makes it safe to use across customers. One caveat we would rather state than have you discover: once a model has been adapted on content, opting out afterwards stops future use and removes what was selected, but it cannot make the model un-learn what it already learned.
We do keep a bounded evaluation set — at most 50,000 records, held up to five years — of selected submissions together with the suggestion produced and any correction you made, so we can measure whether these features are accurate and improve them. It is a sample, not a copy of your data, and it is held longer than the period below because a measure of accuracy is only meaningful against a set that stays the same as the feature changes. You may opt out in writing, which stops future selection and, on request, removes what has already been selected. Our Data Processing Addendum sets this out in Sections 2.5 to 2.8 and 8.3(c).
We will not sell your data or use it to advertise to you. Your data is kept private to your organization. Our handling of personal information is described in our Privacy Policy.
When your account closes we keep your data for twelve months so you can still get it back — for your own records, or to move to another provider — and we will export it for you on request during that time. After twelve months we delete it. You can tell us not to, at any point before or after closing, and we will delete it within 30 days instead. The one exception is the bounded evaluation set described above, which is covered by its own limits and its own opt-out.
6. Data protection
Our Data Processing Addendum is incorporated into and forms part of these terms, and applies to our processing of personal data on your behalf. In the event of any conflict between the Data Processing Addendum and these terms with respect to the processing of personal data, the Data Processing Addendum governs. Where you and we have signed a separately negotiated data processing agreement, that agreement controls over both.
The sub-processors we engage are listed at thedepot.io/subprocessors. The Data Processing Addendum sets out how we notify you of a change to that list and your right to object.
7. Acceptable use
Individual users of the Service are also subject to our Acceptable Use Policy, which covers truthful inspection records, account security, and the kinds of information that must not be entered into the Service.
You agree not to: use the Service unlawfully; attempt to gain unauthorized access to it or to another organization's data; probe, scan, or test its security without our written permission; interfere with its operation; reverse engineer it except where that restriction is unenforceable by law; resell or provide it as a service bureau to third parties; or upload malicious code or content you have no right to upload.
8. Availability, and what the Service is not
We work to keep the Service available and reliable, but we do not promise it will be uninterrupted or error-free, and we may perform maintenance from time to time.
Depot is a record-keeping and scheduling tool. It is not a substitute for your own inspection, safety, and maintenance obligations. You remain solely responsible for the condition of your equipment, for compliance with all applicable safety and regulatory requirements, and for the decisions your people make. Do not rely on the Service as the sole control preventing an unsafe machine from being operated.
9. Disclaimer of warranties
To the fullest extent permitted by law, the Service is provided "as is" and "as available", without warranty of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement.
10. Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised such damages were possible.
To the fullest extent permitted by law, our total aggregate liability arising out of or relating to the Service will not exceed the greater of (a) the fees you paid us in the twelve months before the event giving rise to the claim, or (b) one hundred US dollars.
Nothing in these terms excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, or for fraud.
11. Indemnity
You will defend and indemnify Depot against third-party claims arising from your data, your use of the Service in breach of these terms, or your violation of law.
12. Intellectual property
Depot and its licensors own the Service, its software, and all associated intellectual property, including the Depot name and marks. These terms grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription. Feedback you send us may be used freely and without obligation.
13. Suspension and termination
You may stop using the Service at any time. We may suspend or terminate access if you materially breach these terms and do not cure the breach within 15 days of notice, if required by law, or if your use threatens the security or integrity of the Service. Sections 5, 9, 10, 11, 12, and 15 survive termination.
14. Changes to these terms
We may update these terms. If a change is material we will give at least 30 days’ notice before it takes effect for you, and continuing to use the Service after that date means you accept it. If you do not accept, you may cancel before the effective date. This right to update does not extend to the Data Processing Addendum, which may only be changed as that document itself permits and never in a way that materially reduces its protections.
15. Governing law and disputes
These terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The state and federal courts located in Pasco County, Florida have exclusive jurisdiction, and both parties consent to that venue. Each party waives any right to a jury trial to the extent permitted by law.
Good-faith resolution first. Before commencing proceedings, the party raising a dispute will give the other written notice describing it. Within 15 days of that notice, each party will appoint a representative with authority to settle and those representatives will negotiate in good faith to resolve it. If the dispute is not resolved within 30 days of the notice, either party may pursue any remedy available to it.
Urgent relief is not delayed by that process. Either party may seek injunctive or other equitable relief at any time, in any court of competent jurisdiction, without first exhausting or completing the negotiation process above. Nothing in this section limits that right.
16. General
These terms, together with the Privacy Policy, the Data Processing Addendum, and any Order Form, are the entire agreement between us on this subject. If a provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control.
Contact
Depot Holdings Group, Inc.
14306 Seventh St #100, Dade City, FL 33523
[email protected]