Terms of Service

Introduction

The following terms and conditions (the “Terms of Service”) apply and continue to apply from your first use of the services provided on tradeshift.com (the “Site”). Please read the Terms of Service and make sure you understand them. Your use of the Services (as defined in Clause A below) constitutes your agreement to be bound by these Terms of Service. If you do not agree with the terms of these Terms of Service, then do not use the Services. You should review these terms periodically, and each use of the Service is subject to the then-current form of the Terms of Service.

In addition, you may not access the Services if you are our direct competitor, except with our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.


Parties

The Services are run by Tradeshift Holdings Inc. and its subsidiaries (“Tradeshift”, “we” or “us”). We make certain software applications and platforms available to customers on our Site for the purposes of providing a business network and support the exchange of business documents between each other. Certain of the Services may be provided by our sub-contractors acting on our behalf.


It is agreed as follows:

A. Interpretation

  1. The definitions and rules of interpretation in this clause apply in the Terms of Service.
    “Authorized Users” means those employees, agents and independent contractors connected to you who are authorized by you to use the Services and the Documentation.
    “Business Day” means any day which is not a Saturday, Sunday or public holiday in the United States.
    “Customer Data” means the invoice details or other information inputted by you, the Authorized Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services.
    “Documentation” means the document made available to you by us online via the Site or such other web address notified by us to you from time to time which sets out a description of the Services and the user instructions for the Services.
    “EDI” Electronic data interchange is the electronic transfer, from computer to computer, of commercial and administrative data using an agreed Standard to structure an EDI Message.
    “EDI Message” An EDI Message consists of a set of segments, structured using an agreed Standard, prepared in a computer readable format and capable of being automatically and unambiguously processed.
    “Services” means the services described in Clause C of the Terms of Service.
    “Standard” Set of internationally agreed standards, directories and guidelines for the electronic interchange of structured data, and in particular, interchange related to trade in goods and services, between independent computerised information systems.
    “Software” means the online software applications provided by us as part of the Services.
    “Virus” means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
  2. Clause headings shall not affect the interpretation of the Terms of Service.
  3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
  4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  5. Words in the singular shall include the plural and vice versa.
  6. A reference to one gender shall include a reference to the other genders.
  7. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
  8. A reference to writing or written includes faxes but not e-mail.
  9. References to clauses are to the clauses of the Terms of Service.

B. Use of the Services

  1. As a condition of your (“you” or “your”) use of the Site and the Services, you agree that:
    1. You are at least 13 years of age;
    2. You are using the Services (as defined at Clause C below) on behalf of a company or other legal entity;
    3. You have the authority to bind your company or other legal entity and its affiliates to the Terms of Service;
    4. You are using the Services in the course of business, and not as a private individual or consumer;
    5. You are not barred from using our Services under applicable law;
    6. You will not attempt to use the Services with crawlers, robots, data mining or extraction tools or any other functionality;
    7. Your use of the Site and the Services will at all times comply with these Terms of Service;
    8. You will only engage in transactions that comply with the letter and spirit of these Terms of Service;
    9. You have the right to provide any and all information you submit through the Site and Services, and the information and all such information is accurate, true, current and complete; and
    10. You will update and correct information you have submitted through the Site and Services and ensure that it is accurate at all times (out-of-date information will invalidate your account).
  2. Subject to your compliance with the terms and conditions contained in the Terms of Service, we hereby grant to you a non-exclusive, non-transferable right to use the Services solely for your internal business operations.
  3. You shall not, and shall not permit Authorized Users, to access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:
    1. are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    2. facilitate illegal activity;
    3. depict sexually explicit images;
    4. promote unlawful violence;
    5. are discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or
    6. cause damage or injury to any person or property.
  4. You shall not, and shall not permit the Authorized Users to:
    1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
      2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
    2. access all or any part of the Services in order to build a product or service which competes with the Services; or
    3. use the Services to provide services to third parties, except where explicitly indicated on the Site; or
    4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except you or the Authorized Users, or
    5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause B.
  5. You shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify us.
  6. We reserve the right, without liability to you, to disable, suspend or terminate your access to the Services, the Site, your account or any material if you breach any provision of the Terms of Service.

C. Services

  1. Subject to your compliance with the Terms of Service, we will provide the following services to you:
    1. access to the Software through the Site;
    2. the business network and electronic business documents including an electronic invoicing system, and other tools and services provided through the Site and by our application programming interface (“API”) made available via the Site;
    3. all software, data, text, images, sounds, video and content made available through the Site, or developed via our API (the “Content”);
    4. additional applications developed by us or third parties and made available through the Tradeshift App Marketplace (“Additional Services”); and
    5. any new features added to or augmenting the Service.
  2. You acknowledge that we may charge a fee for your use of certain of the above features (e.g. Additional Services) if those features are advertised on the Site as available for purchase (the “Paid Services”) and such fees will be charged in accordance with Clause I.
  3. We will use our reasonable efforts to publish on the Site or notify you about any planned downtime of the Services, and will use reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account on the Site.

D. EDI Terms Governing the Use of Electronic Invoices and Exchange of Other Business Documents

  1. EDI Messages
    1. You agree to comply with the following EDI terms set out in this Clause D (the “EDI Terms”). The EDI Terms apply between you and other users of Tradeshift when you accept a network connection from or invite a network connection with a user (you and the relevant user are hereby referred to as the “EDI Parties” or “EDI Party” as applicable). The EDI Terms are applicable to and apply between the EDI Parties for the duration of your use of the Services. Where you send an invoice or other EDI Message to a user with whom you are not connected on Tradeshift, these EDI Terms shall not apply.
    2. EDI Parties agree to issue and receive invoices and/or other business documents by the use of EDI through the Site and subject to the technical and functional specifications of the Site as published by Tradeshift from time to time, including as varied by Tradeshift giving notice to either party. In case of electronic invoice, the receiver shall notify the sender whether it intends to receive the original tax invoice or a summary invoice in paper format in addition to receiving invoice data through Tradeshift.
  2. Consistency with National Laws: Each EDI Party is responsible to ensure that the use of the Site to exchange EDI Messages is not inconsistent with the law of its own respective country, the application of which could restrict the use of Tradeshift or the content of an EDI Message, and shall take all necessary measures to inform, without delay, the other party of any inconsistencies or prohibitions. Tradeshift makes no representation or warranty that an EDI Party’s use of the Tradeshift Site or Services complies with the requirements of their respective jurisdictions, including the requirement of their respective tax authorities, and Tradeshift shall have no liability in the event use of the Site or Services violates such laws.
  3. Obligations of the EDI Parties: EDI Parties undertake to implement and maintain security procedures and measures in order to ensure the integrity of its access to the Site, its use of the Services, and its Tradeshift account to guard against the risks of unauthorized access, alteration, delay, destruction or loss.
  4. Confidentiality Obligations:
    1. EDI Parties shall ensure that EDI Messages containing information specified to be confidential by the sender or agreed mutually to be confidential between the EDI Parties, are maintained in confidence and are not disclosed or transmitted to any unauthorized persons nor used for any purposes other that those intended by the EDI Parties.
    2. When authorized, further transmission of such confidential information shall be subject to the same degree of confidentiality.
  5. Public Domain: EDI Messages shall not be regarded as containing confidential information to the extent that such information is in the public domain.
  6. Personal Data Protection: Where EDI Messages which include personal data are sent or received in countries which do not have any data protection laws, each EDI Party agrees, at a minimum, to comply with the provisions of Clause D.4 with respect to such EDI Messages.
  7. Exclusion of Liability: You agree that no EDI Party shall be liable for any special, indirect or consequential damages caused by a failure to perform its obligations contained in and relating to the EDI Terms.
  8. Force Majeure: EDI Parties shall not be liable for any loss or damage suffered by the other party caused by any delay or failure to perform in accordance with the provisions of the EDI Terms, where such delay or failure is caused by an impediment beyond that party’s reasonable control and which could not reasonably be expected to be taken into account at the time of conclusion of the EDI Terms or the consequences of which could not be avoided or overcome.
  9. Modifications: EDI Parties may agree, in writing, to amend these EDI Terms, provided such amendment does not violate applicable laws or conflict with the exchange of EDI Messages through the Site.
  10. Termination
    1. Any EDI Party may terminate the relationship with the other EDI Party by giving written notice to the other EDI Party. Termination of the relationship governed by the EDI Terms shall only affect transactions after that date.
    2. These EDI Terms and the Services will immediately terminate at such time as an EDI Party terminates its account with Tradeshift.
    3. Notwithstanding termination for any reason, the rights and obligations of the EDI Parties shall survive the termination in relation to any matter arising prior to the termination and any obligations which, by their nature, shall survive the termination including without limitation the provisions of Clause D which by their nature are intended to survive beyond the period covered by these EDI Terms.

E. Data and Privacy

  1. You shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
  2. We will store all Customer Data on the Site for so long as you have an active account with Tradeshift unless you otherwise instruct us to destroy it. Please note that if Customer Data is EDI Data for the purposes of Clause D, you have an obligation under the EDI Terms to store it for 3 years from the date of the relevant transaction. You may have additional obligations to maintain invoices (in electronic or paper format) under local laws or regulations.
  3. Upon your cancellation or termination of the Services, all of the Customer Data will be deleted from our records. If you would like us to provide you with the most recent back-up of the Customer Data, you must contact us within 10 Business Days of the date of cancellation or termination and, subject to your compliance with the Terms of Service, we shall user reasonable efforts to deliver (at your cost payable in advance of delivery) that data to you as soon as reasonably practicable.
  4. You shall pay all reasonable expenses incurred by us in disposing of any Customer Data in a manner inconsistent with our standard practice for the disposal of data.
  5. When you set up a profile on our Site, by default the profile and the company information you provide us with, including, but not limited to, your company name, company description, company identifiers, tax identifiers, company address information, country information will be publicly available on the Site. Consequently, it will be possible for any user on the Site to view your profile and contact you or (if you have agreed to exchange business documents (e.g. invoices) with that user) send you an invoice or another business document via the Site. If you do not wish your profile to be publicly available, please log-in to the Site, select “settings” from the top menu and go to “public profile” and hit the “Disable public profile” button.
  6. You accept that the technical processing and transmission of the Services and the Customer Data may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services.
  7. We will, in providing the Services, comply with our privacy policy relating to the privacy and security of the Customer Data available on the Site or such other website address as may be notified to you from time to time, as such document may be amended from time to time by us in our sole discretion.
  8. If we process any personal data on your behalf when providing the Services under the Terms of Service, you agree that you shall be the data controller and we shall be a data processor and in any such case:
    1. you acknowledge and agree that the personal data may be transferred or stored outside the country where we and/or the Authorized Users are located in order to carry out the Services under the Terms of Service;
    2. in the case of users located within the European Economic Area (“EEA”), you acknowledge and agree that the personal data may be transferred or stored outside the EEA in order to carry out the Services under the Terms of Service;
    3. you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Terms of Service on your behalf;
    4. you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
    5. we shall process the personal data only in accordance with the terms of the Terms of Service and any lawful instructions reasonably given by you from time to time; and
    6. each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
  9. We may obtain information about your general internet usage by using a cookie file which is stored on your browser or the hard drive of your computer. Cookies contain information that is transferred to your computer’s hard drive. They help us to improve our site and to deliver a better and more personalised service, for example by remembering your login details. Some of the cookies we use are essential for the Site to operate. By registering with our Site, you agree to our use of cookies. For more information on our use of Cookies click here.

F. Third Party Providers

  1. You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

G. Disclaimer of warranties

YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. NONE OF TRADESHIFT, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR THE SERVICES, OR (B) THE ACCURACY, COMPLETENESS OR RELIABILITY OF (I) THE CONTENT ON THE SITE OR SERVICES OR (II) USER CONTENT PROVIDED THROUGH THE SERVICES. THE SITE AND SERVICES ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, TRADESHFT HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE AND SERVICES, AND OTHER INFORMATION CONTAINED ON THE SITE OR ACCESSIBLE OR AVAILABLE THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, TO THAT EXTENT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.


H. Your obligations

  1. You shall:
    1. comply with all applicable laws and regulations with respect to your use of the Services, including but not limited to ensuring that the information you transmit through the Services is not subject to export restrictions by the U.S. or other applicable governments;
    2. ensure that the Authorized Users use the Services and the Documentation in accordance with the Terms of Service; and
    3. keep your user name and password confidential. You shall notify Tradeshift immediately upon learning of any unauthorized use of your account.
  2. The following activities are prohibited on the Site and Services and constitute express violations of these Terms of Service:
    1. Submitting any information or content that:
      • Violates applicable laws (including but not limited to intellectual property laws, laws relating to rights of privacy and rights of publicity and laws related to defamation);
      • Contains Viruses or malware;
      • Offers unauthorized downloads of any copyrighted, confidential or private information;
      • Has the effect of impersonating others;
      • Contains messages by non-spokesperson employees of Tradeshift purporting to speak on behalf of Tradeshift or provides confidential information concerning Tradeshift;
      • Contains chain letters of any kind;
      • Is purposely inaccurate, commits fraud or falsifies information in connection with your Tradeshift; or
      • Is protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.
    2. Attempting to do or actually doing any of the following:
      • Accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;
      • Scanning or monitoring the Services for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data;
      • Scanning or testing the security or configuration of the Site or to breach security or authentication measures; or
      • Interfering with service to any user in any manner, including, without limitation, by means of submitting a Virus to the Site or any Service or attempting to overload, “flood,” “spam,” “mail bomb” or “crash” the Site or the Services.
    3. Using any of the following:
      • Frames, framing techniques or framing technology to enclose any content included on the Site without our express written permission;
      • The Site or any of the Services to advertise or solicit, for any commercial, political or religious purpose or to compete, directly or indirectly, with Tradeshift; or
      • The Site or any of the Services to solicit users or other third-parties to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Tradeshift.
    4. Engaging in any of the following:
      • Tampering or interfering with the proper functioning of any part, page or area of the Site or any of the Services provided by Tradeshift;
      • Taking any action that places excessive demand on our Services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
      • Reselling or repurposing your access to the Site;
      • Accessing, monitoring or copying any content from the Site or any Service using any “robot,” “spider,” “scraper” or other automated means or any manual process for any purpose without our express written permission;
      • Violating the restrictions in any robot exclusion headers on the Site or bypassing or circumventing other measures employed to prevent or limit access to the Site or any of the Services;
      • Deep-linking to any portion of the Site or any Services without our express written permission;
      • Hyperlinking to the Site or any Services from any other website without our initial and ongoing consent; or
      • Acting illegally or maliciously against the business interests or reputation of Tradeshift or our Services.

I. Payment Charges

  1. Some Services are currently made available for free and therefore we shall not charge you for your use of the Services. We reserve the right to charge you for any part of the Services that we subsequently decide to charge for provided that we have given you reasonable notice of such charges and you continue to use the relevant feature of the Services.
  2. You may have to pay for the Additional Services on the terms set out in this clause and as set out on our Site. Where fees are payable, please refer to our Site for details of the fees payable for the Additional Service (the “Subscription Fees”) and the term of the subscription (“Subscription Period”). Certain Additional Services may be provided by third parties and the provision of such Additional Services may be subject to further terms.
  3. In order to purchase paid-for Additional Services (“Paid Services”) you must provide us with valid, up-to-date and complete credit card details acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, you hereby authorize us to bill such credit card:
    1. on or as soon as practicable after date you order the Paid Service (the “Effective Date”) for the Subscription Fees payable in respect of the initial term of the Paid Service (“Initial Subscription Term”); and
    2. subject to your rights to terminate the Additional Services, at the end of each Subscription Period for the Subscription Fees payable in respect of the next Subscription Period.
  4. If we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies:
    1. we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
    2. interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of HSBC Bank at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
  5. All amounts and fees stated or referred to in these Terms of Service:
    1. shall be payable in the currency stated on the Site;
    2. are non-cancellable and non-refundable;
    3. are exclusive of all taxes, which shall be added to our invoice(s), in applicable, at the appropriate rate.
  6. We shall be entitled to increase the Subscription Fees upon 30 days’ prior notice to you.

J. Intellectual Property Rights

  1. You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Site, the Services and the Documentation. Except as expressly stated herein, these Terms of Service do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
  2. You grant to us a royalty free irrevocable worldwide right and non exclusive licence to use, make available, reproduce, modify, publish, edit, translate, distribute, perform and display and sub licence through multiple tiers of sub licencees the materials and content supplied under these Terms of Service and any other Intellectual Property Rights necessary and/or desirable in our reasonable opinion to provide the Services through the Site and/or via any other form, media or technology for as long and as otherwise necessary to enable us to perform our obligations under these Terms of Service. Furthermore you agree that we may use your company name and/or logo in our marketing and publicity material as examples of current users of the Site unless you choose to opt-out by changing your settings on the Site or notifying us by email at info@tradeshift.com
  3. Tradeshift does not accept or consider, directly or through any Tradeshift employee or agent, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:
    • Tradeshift has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
    • Tradeshift will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.

K. Indemnification and Release

You agree to defend, indemnify and hold harmless Tradeshift, its subsidiaries and affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to: (a) any Content submitted or posted by you, in connection with the Services, or any use of the Site or the Services in violation of these Terms of Service; (b) fraud you commit or your intentional misconduct or gross negligence; or (c) your violation of any applicable law or rights of a third-party.
You are solely responsible for your interactions with other users of the Site and Services. To the extent permitted under applicable laws, you hereby release Tradeshift from any and all claims or liability related to any conduct or user Content, whether online or offline, of any other third-party.


L. Limitation of Liability

IN NO EVENT SHALL TRADESHIFT, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO: (A) YOUR USE OF THE SITE OR SERVICES; (B) YOUR INABILITY TO USE THE SITE OR SERVICES; (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED THROUGH THE SERVICES; OR (D) THESE TERMS OF SERVICE. IN NO EVENT WILL TRADESHIFT’S LIABILITY IN CONNECTION WITH THE SERVICES EXCEED THE VALUE OF FEES PAID, IF ANY, TO TRADESHIFT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


M. Force Majeure

Tradeshift shall be excused from performance under these Terms of Service to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (f) other causes beyond the reasonable control of Tradeshift.


N. Termination

  1. You are responsible for cancelling your account on our Site. The account owner (as defined in the sign-up procedure) can cancel the account at any time via the dashboard on the Site.
  2. On termination of the Terms of Service for any reason:
    1. all licenses granted under the Terms of Service shall immediately terminate; and
    2. we may destroy or otherwise dispose of any of the Customer Data in our possession in accordance with Clause E; and
    3. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or which implicitly survives termination, shall not be affected or prejudiced.
  3. Clauses D (EDI Terms Governing the Use of Electronic Invoices and Exchange of Other Business Documents), E (Data and Privacy), G (Disclaimer of Warranties), J (Intellectual Property), K (Indemnification and Release), L (Limitation of Liability), R (Notices) and X (Governing Law and Jurisdiction) shall survive any termination of these Terms of Service.

O. Waiver

  1. A waiver of any right under the Terms of Service is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Terms of Service are cumulative and do not exclude rights provided by law.

P. Severability

  1. If any provision (or part of a provision) of the Terms of Service is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
  2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Q. Entire Agreement

  1. The Terms of Service, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
  2. Each of the parties acknowledges and agrees that in entering into the Terms of Service it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Terms of Service or not) relating to the subject matter of the Terms of Service, other than as expressly set out in the Terms of Service.

R. Notices

  1. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the registered office of the other party.
  2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent via the Site shall be deemed to have been received at the time of transmission.

S. Copyright Policy and Digital Millennium Copyright Act (DCMA) Procedures

Tradeshift reserves the right to terminate your or any third-party’s right to use the Site or the Services if such use infringes the copyrights of another. Tradeshift may, under appropriate circumstances and at its discretion, terminate your or any third-party’s right to access to the Site, if Tradeshift determines that you or a third-party is a repeat infringer. If you believe that any material has been posted via the Services by any third-party in a way that constitutes copyright infringement, and you would like to bring it to Tradeshift’s attention, you must provide Tradeshift’s DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Site or in the Services of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
The contact information for Tradeshift’s DMCA Agent for notice of claims of copyright infringement is: Tradeshift Holdings Inc, 612 Howard Street Suite 100, San Francisco California 94105 USA.


T. Assignment

You may not assign these Terms of Service, or any rights, benefits or obligations hereunder, by operation of law or otherwise, without the express written permission of Tradeshift; provided, however, that you may assign these Terms of Service in connection with a stock sale, merger or sale of all or substantially all of your assets to a third party. Any attempted assignment that does not comply with these Terms of Service shall be null and void.
Tradeshift may assign these Terms of Service, in whole or in part, to any third-party in its sole discretion.


U. No Partnership or Agency

Nothing in the Terms of Service is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).


V. Third Party Rights

Except as provided in Clause D, the Terms of Service do not confer any rights on any person or party (other than the parties to the Terms of Service and the EDI Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.


W. Conflict

If there is an inconsistency between any of the provisions of the Terms of Service and the EDI Terms, the provisions of the EDI Terms shall prevail.


X. Governing Law and Jurisdiction

Who you are contracting with under these Terms of Service, who you should direct notices to under these Terms of Service, what law will apply in any lawsuit arising out of or in connection with these Terms of Service, and which courts have jurisdiction over any such lawsuit, depend on where you are domiciled.

If you are domiciled in : You are contracting with : Notices should be addressed to : The governing law is : The courts with exclusive jurisdiction are in :
The United Kingdom Tradeshift Network Ltd 55 Baker Street
London W1U 7EU
United Kingdom
England London, England
Denmark Tradeshift ApS Nørregade 36B,
3rd floor
1165 Copenhagen K Denmark
Denmark Copenhagen, Denmark
France Tradeshift SAS 77 Boulevard Vauban
59040 LILLE CEDEX
France
France Lille, France
China Tradeshift (Suzhou) Software Ltd 4-A5F SIS Park
No.328 Xinghu Street, SIP
Suzhou 215000
China
China Suzhou, China
The United States and any country other than the United Kingdom, Denmark, France and China Tradeshift Inc. 612 Howard Street,
Suite 100
San Francisco, CA 94105
USA
California and controlling United States federal law San Francisco, California

In the event of a dispute between you and Tradeshift, the parties agree to negotiate in good faith a resolution of the dispute. If a resolution cannot be reached after at least thirty (30) days of negotiations, the dispute shall be resolved either through arbitration, if agreed to by the parties, or in the court having exclusive jurisdiction. In any dispute, the prevailing party shall be entitled to recover its attorneys’ fees. You and Tradeshift agree that any cause of action arising out of or related to the Site or the Services must be commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

We each agree that we shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association.

A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

If any part of this Clause X is ruled to be unenforceable, then the balance of this Clause X shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.


Y. Additional Disclosures

We reserve the right, without liability to you, to disable, suspend or terminate your access to the Services, the Site, your account or any material if you breach any provision of the Terms of Service or if your access of the Service would violate any law, rule, regulation applicable to Tradeshift.

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
The provisions of these Terms of Service apply equally to and are for the benefit of Tradeshift, its subsidiaries, affiliates, Tradeshift’s third-party licensors, and each shall have the right to assert and enforce such provisions directly.