• Depoxchange • Online Payment Solution for the Legal Professionals

Terms Of Service

Last Updated: 09-August-2011

DepoXchange, LLC ("DepoXchange") provides managed file sharing and transmission services which enable users to access, store, send, receive, share and submit payment for, User Files (defined below) via DepoXchange's proprietary platform (any and all of the foregoing the "Services"). The Services include our website www.Depoxchange.com and its sub domains (collectively the "Site"), and applications (including any updates, new versions or new releases thereof) including, but not limited to, our DepoXchange App (each a "DepoXchange Application"), and any other products and services offered by DepoXchange via the Services. Please read the following terms and conditions carefully ("Terms of Service") and the DepoXchange Privacy Policy, which may be found at http://www.depoxchange.com/resources/privacy.html. These Terms of Service constitute a binding legal agreement between you and DepoXchange whether you are a Registered User (defined below) or a visitor browsing the Site. These Terms of Service govern your access to and use of our Services and DepoXchange Content (defined below), unless you have entered into a separate agreement with DepoXchange regarding the Services. If you have entered into such an agreement, that agreement governs your access to and use of the Services. YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE "SUBMIT" OR "ENTER" BUTTONS, OR ACCESSING OR USING THE SERVICES OR BY DOWNLOADING OR POSTING ANY USER FILES FROM OR ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED AND CREATED AN ACCOUNT WITH DEPOXCHANGE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.

Modification

DepoXchange reserves the right, at its sole discretion, to modify, discontinue or terminate the Services, or to modify these Terms of Service at any time and without prior notice. DepoXchange reserves the right to terminate free accounts at any time, with or without notice. Without limiting the generality of the foregoing, and without further notice, DepoXchange may choose to delete and/or reduce: any or all of your User Files and previous versions and/or prior backups of User Files, if (i) you have not logged into your free account for at least 90 days, (ii) DepoXchange determines, in its sole discretion, that you have violated these Terms of Service, (iii) your DepoXchange account is otherwise terminated by you or DepoXchange, or (iv) DepoXchange discontinues or terminates the Service. If we modify these Terms of Service, we will post the modification on the Site or within the DepoXchange Application or otherwise provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms of Service. By continuing to access or use the Services after we have posted a modification to these Terms of Service or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Services and, if applicable, cancel your Account.

Registration and Accounts

In order to access and use certain features of the Services, you must register to create a DepoXchange account ("Account") or register by consenting to the creation of such an account for you (e.g., when you access the Services through one of our partner's platforms). Once you have established an Account, you will be a "Registered User". Only Registered Users that are 18 or older may purchase access to the Select Services as further described below under the Section titled "Payment". By purchasing access to the Select Services you represent and warrant you are 18 or older. When you register, you will be required to provide certain information, and you will establish a username and password. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. DepoXchange will have no liability for failure to deliver notices that result from inaccurate Account information or otherwise. You authorize us, directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your Account information, which may include providing your information to such third parties. DepoXchange reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify DepoXchange of any unauthorized use of your password.

Payment

General. Access to or use of certain Services requires payment of a subscription or upload/download fee (such services the "Select Services"). By selecting a Select Service via your Account or otherwise, you agree to pay all account charges at the prices then in effect in addition to all applicable taxes and other fees that accrue in relation to use of the Select Services by you or other persons (including your agents) using your Account, and you expressly authorize DepoXchange to charge the payment method you provide during registration (or as updated by you thereafter) (your "Payment Method") for the Select Services you have chosen. Except as set forth under "Termination" below, all fees are non-refundable. All fees and applicable taxes, if any, are payable in United States dollars. For certain premium accounts, DepoXchange may offer the choice of payment via your Payment Method or corporate account invoicing. For accounts setup on an invoice basis, you agree to pay DepoXchange all amounts stated in such invoices within thirty (30) days of receipt Change in Amount Authorized. If the amount to be charged to your Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and DepoXchange shall provide, notice of the amount to be charged and the date of the charge at least ten (10) days before the scheduled date of the transaction. Free Trials. DepoXchange may offer free trial subscriptions during which you may use the Select Services for the time period specified in the promotional offer ("Trial Period"). Free trial subscriptions may not be combined with any other offer and except as may otherwise be provided in the promotional offer, free trial subscriptions are only available to new customers that have not previously been Registered Users. You will not receive a notice from us that your free Trial Period has ended or that the paying portion of your subscription has begun. You may cancel your subscription at any time. Please see the Section below titled "Termination" for further information. Unless you cancel your subscription prior to the conclusion of the Trial Period, your Payment Method will be charged the applicable recurring subscription fee until you cancel your subscription. If you cancel prior to the end of the Trial Period and are inadvertently charged for a subscription, please contact support@depoxchange.com to have the charges reversed.

Termination

By You. You may cancel your Account, or change, or cancel your subscription to the Select Services at any time through your Account settings. If you cancel your subscription within three (3) business days after the beginning of the monthly or annual term, your subscription will not be renewed after your then current term expires. For annual subscriptions, if you cancel outside of three (3) business days but within fourteen (14) days of the beginning of the annual term, DepoXchange will convert your Account to a free account and refund to you 90% of the subscription fees paid for the then-current term. If you cancel a monthly subscription more than three (3) business days after the beginning of the monthly term, or you cancel an annual account after the first fourteen (14) days of the term, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period and DepoXchange will not refund any fees paid by you for that period. Instead, your Account will remain active for the remainder of the term for which you paid and will then be converted to a free account. Your non-termination or continued use of the Select Services reaffirms that DepoXchange is authorized to charge your Payment Method. DepoXchange may submit those charges for payment and you will be responsible for such charges. This does not waive DepoXchange's right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Select Services. By Us. DepoXchange reserves the right to discontinue the Services or to change the Services at any time and without prior notice to you, except that DepoXchange will provide notice of such discontinuation to corporate account holders. In the event of such discontinuation by DepoXchange, DepoXchange will refund any fees paid by you, pro-rated proportionally to the amount of time remaining in the then-current subscription period. For monthly subscriptions, that period is one month, and for annual subscriptions, that period is one year. If you breach any of these Terms of Service, DepoXchange will have the right to suspend or disable your Account, or terminate these Terms of Service immediately at its sole discretion and without prior notice to you. In the event of your breach of these Terms of Service, DepoXchange will not be required to refund any fees paid by you and you will remain liable for all amounts due hereunder.

Ownership of User Files

As used herein "User Files" means the content, files and folders (including any information or data therein) users may access, store, send, receive, share, or otherwise organize or manage, via use of the Services, including User Content; and "User Content" means the text, information or other content posted or submitted by users on the Site. DepoXchange does not claim any ownership rights in any User Files that you make available through the Services. However, by making User Files available through the Services, you grant DepoXchange the non-exclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting DepoXchange in providing the Services to use, copy, distribute and process User Files through the Services on your behalf and on behalf of your customers for the purposes of providing you with the Services and administering your requests, including without limitation, facilitating the secure storage, transfer, and delivery of such User Files. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the licenses that both your public and shared folders require, as described above.

for User Files

You acknowledge and agree that DepoXchange may establish revised practices and policies concerning access to and use of the Services, including without limitation, the maximum size of the User Files that a user may access and use via the Services as contemplated herein, the maximum number of days that User Files will be stored by the Services, the maximum number of times a user may access the Services in a given period of time, and the maximum number of recipients to which a user may send a User File. You acknowledge and agree that DepoXchange will not be responsible for any failure of the Services to store User Files, for the deletion of User Files stored on the Services, or for the corruption of or loss of any data, information or content contained in User Files. You have sole responsibility for all User Files that you upload, store, access and transmit via the Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Files that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant DepoXchange the rights in such User Files, as contemplated under these Terms of Service; and (ii) neither the User Files nor your uploading, storing, accessing or transmittal of the User Files, or DepoXchange's use of the User Files on, through or by means of the Services, will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

DepoXchange's Copyright Policy

You will not use the Services to transmit, route, or provide connections to, or store any material that infringes any copyrights or otherwise violates or promotes the violation of the intellectual property rights of any third party. DepoXchange has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be infringing the rights of copyright holders. Please see theÃ DepoXchange Copyright PolicyÃ for further information. DepoXchange reserves the right, in its sole discretion, at any time and without prior notice, to remove or disable access to any User Files that it believes to be in violation of these Terms of Service or otherwise harmful to the Services.

Proprietary Rights

As used herein, "DepoXchange Content" means all text, graphics, images, audio, video, information or other materials made available by DepoXchange through the Services, not including any User Files. As between you and DepoXchange, all right, title, and interest in and to the Services and DepoXchange Content is and will remain the exclusive property of DepoXchange and its licensors, even if DepoXchange incorporates any Feedback into subsequent versions of the Services or otherwise uses such Feedback. The Services and DepoXchange Content are protected by copyright, trademark, and other laws of both the United States and foreign countries. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or DepoXchange Content. Except as expressly permitted in these Terms of Service, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise exploit the Services or DepoXchange Content. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by DepoXchange or its licensors, except for the licenses and rights expressly granted in these Terms of Service.

Trademarks

DepoXchange, the DepoXchange logo, DepoExchange, The DepoXchange and all other DepoXchange trademarks, service marks, product names, and trade names of DepoXchange appearing on the Services are owned by DepoXchange. All other trademarks, service marks, product names, and logos appearing on the Services are the property of their respective owners. You may not use or display any trademark, service mark, product name, trade name, or logo appearing on the Services without the owner's prior written consent.

General Prohibitions

As a condition to your use of the Services, you agree not to:

Upload, store, access or transmit any User File: (i) that you do not have the lawful right to copy, transmit, distribute, and display (including any User Files that would violate any confidentiality or fiduciary obligations that you might have with respect to the User Files); (ii) for which you do not have the consent or permission of each identifiable person in the User Files to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the User Files); (iii) that infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, moral right, or right of publicity); (iv) that is false or misleading; (v) that is defamatory; (vi) that is obscene, pornographic, or offensive; (vii) that promotes bigotry, racism, hatred, or harm against any individual or group; or (viii) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
Access, tamper with, or use any non-public areas of the Services or DepoXchange's computer systems, or the technical delivery systems of DepoXchange's providers;
Attempt to probe, scan, or test the vulnerability of the Services, or any related system, or network, or breach any security or authentication measures used in connection with the Services and such systems and networks;
Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;
Harm or threaten to harm other users in any way, or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Send unsolicited email, junk mail, spam, chain letters, promotions, or advertisements for products or services;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.

DepoXchange will have the right to investigate and prosecute violations of any of the above, including without limitation, possible infringement of any intellectual property rights and possible security breaches to the fullest extent of the law. DepoXchange may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that, although DepoXchange has no obligation to monitor your access to or use of the Services, it has the right to do so for the purposes of operating the Services, to ensure your compliance with these Terms of Service, or to comply with applicable law, or the order or other requirement of a court, administrative agency, or other governmental body. DepoXchange reserves the right at all times to disclose, in its sole discretion, any User Files as necessary to (a) satisfy any law, regulation, or governmental request, or (b) reduce or prevent what DepoXchange considers to be, in its sole discretion, a serious or imminent threat to your health or safety, or the health or safety of another. In appropriate circumstances, DepoXchange may terminate of the accounts and/or delete the User Files of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the intellectual property rights of third parties.

DepoXchange Application License

License Grant. Subject to your compliance with the terms and conditions of these Terms of Service, DepoXchange grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to download and install a copy of each DepoXchange Application onto one or more mobile devices or computers that you own or control and run such copies of the DepoXchange Application solely for your own personal use (which personal use may include sharing User Files with third parties who have also accepted these Terms of Service, including the license terms set forth herein). Furthermore, with respect to any App Store Sourced Application (defined below), you will only use the App Store Sourced Application: (i) on an Apple-branded product that runs the iOS operating system software provided by Apple; and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. DepoXchange reserves all rights in each DepoXchange Application not expressly granted to you in these Terms of Service. Restrictions. Except as expressly specified in these Terms of Service, you may not: (i) copy, modify or distribute any DepoXchange Application for any purpose; (ii) transfer, sublicense, lease, lend, rent or otherwise distribute any DepoXchange Application to any third party; (iii) decompile, reverse-engineer, disassemble, or create derivative works of any DepoXchange Application; (iv) make the functionality of any DepoXchange Application available to multiple users through any means; or (v) use any DepoXchange Application in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Service. Updates and Upgrades; No Obligation. DepoXchange is not obligated to maintain or support any DepoXchange Application, or to provide you with updates, upgrades or services related thereto. You acknowledge that DepoXchange may from time to time in its sole discretion issue updates or upgrades to any DepoXchange Application, and may automatically update or upgrade the version of any DepoXchange Application that you are using on your mobile device or computer. You consent to such automatic updating or upgrading, and agree that the terms and conditions of these Terms of Service will apply to all such updates or upgrades. Term and Termination. The license to each DepoXchange Application granted under these Terms of Service remains in effect for a period of 75 years, unless earlier terminated by you or DepoXchange in accordance with this provision. You may terminate the license at any time by destroying all copies of the DepoXchange Application in your possession or control. Without limiting any other terms of these Terms of Service, the license will automatically terminate without notice from DepoXchange if you breach any terms of these Terms of Service. Upon any termination of these Terms of Service, you must cease all use of the DepoXchange Application and promptly delete and destroy all copies, full or partial, of the DepoXchange Application. Third Party Code. The DepoXchange Application is distributed with certain independent code that is licensed under open source licenses ("Open Source Code") and the Open Source Code is licensed to you in accordance with the applicable open source licenses. To the extent that any of the terms and conditions of these Terms of Service conflict with any such open source licenses, the conflicting terms and conditions will not apply to the corresponding Open Source Code. Proprietary Rights. The copy of each DepoXchange Application is licensed, not sold, to you. You agree that DepoXchange and its licensors own all right, title and interest in and to the DepoXchange Application, including all intellectual property rights therein, and that DepoXchange retains ownership of all copies of the DepoXchange Applications even after installation on your mobile device or computer. Each DepoXchange Application is protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the DepoXchange Application as delivered to you. U.S. Government End Users. Each DepoXchange Application and related documentation are "commercial items" as that term is defined in FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If a DepoXchange Application and related documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government's rights in the DepoXchange Application and related documentation will be only those specified in these Terms of Service. Export Control. You may not use, export, re-export, import, or transfer any DepoXchange Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the DepoXchange Application, and any other applicable laws. In particular, but without limitation, the DepoXchange Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, or the U.S. Department of Commerce's Denied Person's List or Entity List. Furthermore, by using the DepoXchange Application you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. DepoXchange Application from Apple App Store. The following applies to any DepoXchange Application accessed through or downloaded from the Apple App Store ("App Store Sourced Application"):

You acknowledge and agree that: (i) these Terms of Service are concluded between you and DepoXchange only, and not Apple; and (ii) as between DepoXchange and Apple, DepoXchange is solely responsible for the App Store Sourced Application and DepoXchange Content therein. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application, and, as between Apple and DepoXchange, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be DepoXchange's sole responsibility.
You and DepoXchange acknowledge that, as between DepoXchange and Apple, Apple is not responsible for addressing any claims by you or any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and DepoXchange acknowledge that, in the event of any third party claim, that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between DepoXchange and Apple, DepoXchange, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service.
You and DepoXchange acknowledge and agree that Apple and Apple's subsidiaries, are third party beneficiaries of these Terms of Service as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
Without limiting any other terms of these Terms of Service, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
If you have any questions, complaints or claims with respect to any App Store Sourced Application, you may contact DepoXchange by emailing support@depoxchange.com.

Feedback

If you elect to provide us with feedback, comments and suggestions for improvements to the Services (whether written, verbal or in any other format or manner) ("Feedback") we will be free to use and exploit the same in any manner without restriction of any kind and without any need to compensate you. You acknowledge and agree that all Feedback will be the sole and exclusive property of DepoXchange and that you hereby irrevocably assign to DepoXchange, and agree to irrevocably assign to DepoXchange all of your right, title, and interest in and to all Feedback, including, without limitation, all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At DepoXchange's request and expense, you will execute documents and take such further acts as DepoXchange may reasonably requests to assist DepoXchange in acquiring, perfecting, and maintaining its intellectual property rights and other legal protections for the Feedback.

Links

The Services may contain links to third party websites. You acknowledge and agree that DepoXchange is not responsible or liable for: (i) the availability or accuracy of such websites; or (ii) the content, products, or services on, or available from, such websites. Links to such websites do not imply any endorsement by DepoXchange of such websites or the content, products, or services available from such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites.

Scheduled Maintenance

DepoXchange performs system maintenance on a regular basis to ensure high-quality of service. DepoXchange uses commercially reasonable efforts to ensure that the Services are available for use during this time. DepoXchange will use reasonable efforts to perform all maintenance during its pre-scheduled maintenance windows. Currently, the maintenance window is between 10:00 p.m. Friday and 2:00 a.m. Saturday, U.S. Eastern Standard Time.

Disclaimer of Warranties

THE SERVICES, DEPOXCHANGE APPLICATIONS, AND DEPOXCHANGE CONTENT ARE PROVIDED "AS-IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, DEPOXCHANGE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DEPOXCHANGE MAKES NO WARRANTY THAT THE SERVICES, THE DEPOXCHANGE APPLICATIONS OR DEPOXCHANGE CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR WILL OPERATE AT ANY PARTICULAR SPEED. YOUR USE OF THE SERVICES, DEPOXCHANGE APPLICATIONS AND DEPOXCHANGE CONTENT IS AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT DEPOXCHANGE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR THE COMPUTER SYSTEM OF ANY THIRD PARTY RESULTING FROM USE OF THE SERVICES, DEPOXCHANGE CONTENT OR ANY DEPOXCHANGE APPLICATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DEPOXCHANGE OR THROUGH SERVICES, R DEPOXCHANGE CONTENT OR ANY DEPOXCHANGE APPLICATION, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

You will defend, indemnify, and hold harmless DepoXchange, its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of, or in any way connected with, your access to or use of the Services, any DepoXchange Application, or your violation of these Terms of Service, including, without limitation, third party claims that User Files submitted to the Services by you infringe or misappropriate the intellectual property rights, privacy rights, publicity rights, or moral rights of a third party.

Limitation of Liability

IN NO EVENT WILL DEPOXCHANGE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, AND DAMAGE TO HARDWARE OR OTHER SOFTWARE) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, THE USE OR PERFORMANCE OF ANY DEPOXCHANGE APPLICATION, OR FROM THE USE OF, OR INABILITY TO USE THE SERVICES OR ANY USER FILES SENT THROUGH, STORED BY, OR DOWNLOADED FROM THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DEPOXCHANGE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF ANY LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN NO EVENT WILL DEPOXCHANGE'S AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES EXCEED THE LESSER OF (A) ONE HUNDRED U.S. DOLLARS ($100); AND (B) THE FEES PAID TO DEPOXCHANGE BY YOU IN THE TWELVE (12) MONTHS LEADING UP TO THE EVENT GIVING RISE TO SUCH A CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DEPOXCHANGE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Controlling Law and Jurisdiction

These Terms of Service will be governed by the laws of the State of Nevada without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the state and federal courts located in Carson City, Nevada, and you waive any objection to jurisdiction and venue in such courts.

Entire Agreement

These Terms of Service represent the entire and exclusive agreement between DepoXchange and you regarding the Services, the DepoXchange Applications and these Terms of Service supersede and replace any prior agreements between DepoXchange and you regarding the Services and DepoXchange Content. Certain areas of the Site (and your access to or use of certain Services or DepoXchange Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms of Service and terms and conditions posted for a specific area of the Services or DepoXchange Content, the latter terms and conditions shall take precedence with respect to your use of or access to that area of the Services or DepoXchange Content.

Notices

You consent to the use of: (i) electronic means to complete these Terms of Service and to deliver any notices or other communications permitted or required hereunder (including notices with respect to actual or alleged breaches of security); and (ii) electronic records to store information related to these Terms of Service or your use of the Services. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: (a) by DepoXchange via email (in each case to the address that you provide); or (b) by posting to the Site or through the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

General

You will not assign any rights granted to you or delegate any of your duties hereunder. Any attempt to do so is void and of no effect. DepoXchange may freely assign these Terms of Service and the rights granted hereunder without restriction. Nothing in these Terms of Service shall constitute a partnership or joint venture between you and DepoXchange. In the event that any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions of these Terms of Service will remain in full force and effect. The failure of DepoXchange to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision. The headings and captions are for convenience only and are not to be used in the interpretation of these Terms of Service.

Contacting DepoXchange

If you have any questions about these Terms of Service, please contact DepoXchange at legal@depoxchange.com.