Terms of service — embed

Introduction

These updated terms went into effect on July 1, 2020 at 12 p.m. Pacific
Daylight Time. To see the previous version of these terms,
click here.

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 3 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 affiliates and
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 supporting
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:

Interpretation

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.
“Buyer”	means organizations using the Services in the role of a buying entity.
“Customer Data”	means the invoice details or other information inputted by you, the Authorized Users, or us on your behalf as to your transactions 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.
“Including”	means including but not limited to.
“Operational Practices”	means the standard practices and policies applicable to the Tradeshift SaaS Services, which are found at tradeshift.com/legal/toc, including specifically for this Agreement, the Privacy Policy, Information Security Policy, Code of Conduct, Commitment to Data Protection, and Data Policy.
“Seller”	those companies using the Services to offer or sell goods or services or to invoice their customers.
“Services”	means the services described in Clause 3 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 computerized 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.

Clause headings shall not affect the interpretation of the Terms of
Service.
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.
A reference to a company shall include any company, corporation or
other body corporate, wherever and however incorporated or
established.
Words in the singular shall include the plural and vice versa.
A reference to one gender shall include a reference to the other
genders.
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.
A reference to writing or written includes faxes but not e-mail.
References to clauses are to the clauses of the Terms of
Service.

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 and are using the Services (as
    defined at Clause 3 below) on behalf of a company or other legal
    entity;
  2. You have the authority to bind your company or other legal entity
    and its affiliates to the Terms of Service and understand that Youand Your
    in this Terms of Service refers to the company or legal entity
    that you are representing;
  3. You are using the Services in the course of business, and not as
    a private individual or consumer;
  4. You are not barred from using our Services under applicable
    law;
  5. You will not attempt to use the Services with crawlers, robots,
    data mining or extraction tools or any other functionality;
  6. Your use of the Site and the Services will at all times comply
    with these Terms of Service;
  7. You will only engage in transactions that comply with the letter
    and spirit of these Terms of Service;
  8. 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
  9. 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 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 2.
4. 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.
5. 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.
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.
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 Store (“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 10.
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.
Terms Governing the Use of Electronic Invoices and Exchange of Other
Business Documents
1. Exchange of EDI Messages
  1. You agree to comply with the following EDI terms set out in this
    Clause 4 (the “EDI Terms”). The EDI Terms apply between you and other users of Tradeshift
    when you accept a network connection from a user or when you
    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 as
    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.
  3. 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.
  4. 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.
  5. 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 than those intended by the EDI Parties.
    2. When authorized, further transmission of such confidential
      information shall be subject to the same degree of
      confidentiality.
    3. 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 4.1.5 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.
2. Termination
  1. Any EDI Party may terminate the relationship with the other EDI
    Party by giving written notice to the other EDI Party or by
    terminating the network connection. 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 4 and 5
    which by their nature are intended to survive beyond the period
    covered by these EDI Terms.
3. E-Invoicing Issuance and E-Signature Authorization.
  1. Depending on the country associated with an invoice, Tradeshift
    and/or one or its third party e-invoice processors (“Invoicing Facilitator“) will electronically process, issue and/or sign the invoice
    document based on the data you, as a Seller, submit (“Invoice Data”) and a supported technical approach offered by Tradeshift.
    You authorize Tradeshift and applicable Invoicing Facilitators to
    take these steps in accordance with these Terms of Service.
    It is your responsibility to determine whether the processes
    offered by Tradeshift and the Invoicing Facilitators enable a
    legally compliant invoice for your organization based on
    jurisdiction and other regulatory requirements that may be
    specific to your organization. The current list of Invoicing
    Facilitators and the countries addressed by such providers is
    available from Tradeshift upon request (“Regional Reference Document“).
  2. For those jurisdictions supported by the Services to receive
    electronic signatures as identified in the Regional Reference
    Document, You, in your role as Seller using the Services, hereby
    authorize Tradeshift or the Invoicing Facilitator to receive the
    Invoice Data, which may not constitute an original invoice, and
    subsequently apply an electronic signature to the Invoice Data to
    issue electronic invoices in the name of and on behalf of your
    organization if that is the legal requirement in such
    country. You acknowledge that the electronic invoices may
    include language regarding the involvement of the service provider
    and that the Invoicing Facilitator is not applying invoice numbers
    to the invoices (they must already be applied). You acknowledge
    and agree to the process described herein and procedures below and
    that such party will apply such electronic signatures with private
    keys corresponding to certificates issued by third party
    certification service providers or tax authorities. Further,
    you agree:
    1. Within 24 hours of providing invoice data to the Site for
      processing inform Tradeshift if you have not yet received your
      version of the original signed invoice issued in your
      organization’s name and on its behalf, notice apparent errors
      or do not have online access to the invoice.
    2. If You have not within the time limits stated in the previous
      bullet signaled an apparent error in the invoice, the invoice
      will be deemed to have been validly issued. Where possible
      under applicable law, You agree not to challenge the valid
      issuance of an invoice if it is deemed to be correct in
      accordance with the foregoing.
  3. The above authorization is solely for tax compliance purposes. You, and not Tradeshift nor any Invoicing Facilitator, are
    responsible toward any relevant tax authorities as to the content,
    accuracy, completeness of the invoice, VAT implications and other
    tax or regulatory requirements. You remain responsible, as
    applicable by jurisdiction, for reporting and paying any tax
    regarding an invoice as though the invoice were issued by you
    directly. You acknowledge that activities provided under the
    Services and described in these Terms of Service involve straight
    invoicing from You, as Seller, to your Buyer, with issuance alone
    being outsourced to the Invoicing Facilitator and any legal
    requirements for “self-billing” (i.e. the issuance of the invoice
    by the Buyer in the name and on behalf of the Seller) do not
    apply.
Data and Privacy
1. As between Tradeshift and You, 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 or a legal
  invoice for the purposes of Clause 4, you may have an obligation to
  store it for some fixed period 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.
  Although we do agree to store the data while you maintain an active
  account or subscription as applicable, such storage may not meet the
  specific legal requirements applicable to your organization for
  archiving during such time. You are encouraged to take steps to
  download and secure archival of Content as needed for Your own
  compliance needs.
3. Upon your cancellation or termination of the Services, except as otherwise agreed for a specific feature or Program, all of the Customer Data will be deleted from Your account on the
  Site. 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 use 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 and change the disable public setting.
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, as part of the Tradeshift Operational Practices, 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 personalized 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.
10. Usage of the Services and the Tradeshift platform is by definition a
  collaborative endeavor, in that you will exchange documents and
  communications with your trading partners (“Trading
  Partners” means for each transaction, you and the trading
  partner applicable to such transaction.) Accordingly,
  each Trading Partner has an interest in the documents and
  communications relating to the underlying transaction between the
  Trading Partners. Tradeshift will act upon the
  instructions of either Trading Partner, including analyzing data,
  disclosing data, or the like. In order to
  enhance the experience of users of the Site, including providing value
  added services to you or Trading Partners, we may assess Platform Data
  as further described in the Operational Practices.
11. Notwithstanding anything to the contrary herein, We may conduct
  analytics of Platform Data, and shall own the results of such
  analytics provided such data analytics if disclosed to a third party
  (other than a trusted service provider acting on behalf of
  Tradeshift), will not directly or indirectly identify you or your
  organization (“Analytics Results“). “Platform Data“ means any data sent to, received by, or otherwise
  processed by the Tradeshift platform and/or the Services.
Third Party Network Integration. If you elect to use features enabling integration with third party
e-invoicing networks, such as transmitting invoices issued outside the
Tradeshift Platform to your trading partners on the Tradeshift platform or
sending invoices issued on the Tradeshift platform to trading partners
utilizing a separate network, (i) you instruct Tradeshift to rout your
information, documents, and data sets as provided by such feature, (ii)
agree to following Tradeshift’s instructions and requirements
for configuration and routing, (iii) you agree that you are responsible
for the content, authenticity, formatting, included information, validity
certificates, and adherence to your business partner’s
requirements, regulatory requirements and any requirements of the third
party network, including any terms with the third party network applicable
to you. You acknowledge that Tradeshift is merely routing
information or messages at the request of you or your trading partner and
that any external network is not a subcontractor of Tradeshift. If you
wish to stop such routing or integration, you will promptly notify
Tradeshift.
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.
2. 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.
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.
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:
    1. 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);
    2. Contains Viruses or malware;
    3. Offers unauthorized downloads of any copyrighted,
      confidential or private information;
    4. Has the effect of impersonating others;
    5. Contains messages by non-spokesperson employees of Tradeshift
      purporting to speak on behalf of Tradeshift or provides
      confidential information concerning Tradeshift;
    6. Contains chain letters of any kind;
    7. Is purposely inaccurate, commits fraud or falsifies
      information in connection with your Tradeshift account;
      or
    8. Is protected by copyright, trademark or other proprietary
      right without the express permission of the owner of the
      copyright, trademark or other proprietary right.
    9. is unlawful, harmful, threatening, defamatory, obscene,
      infringing, harassing or racially or ethnically offensive;
      facilitates illegal activity; depicts sexually explicit
      images; promotes unlawful violence; is discriminatory based on
      race, gender, color, religious belief, sexual orientation, or
      disability; or causes damage or injury to any person or
      property.
  2. Attempting to do or actually doing any of the following:
    1. Accessing data not intended for you, such as logging into a
      server or an account which you are not authorized to
      access;
    2. Scanning or monitoring the Services for data gathering
      purposes in an effort to track sales, usage, aggregate
      offering information, pricing information or similar
      data;
    3. Scanning or testing the security or configuration of the Site
      or to breach security or authentication measures; or
    4. 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:
    1. Frames, framing techniques or framing technology to enclose
      any content included on the Site without our express written
      permission;
    2. 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
    3. 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:
    1. Tampering or interfering with the proper functioning of any
      part, page or area of the Site or any of the Services provided
      by Tradeshift;
    2. 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);
    3. Reselling or repurposing your access to the Site;
    4. 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;
    5. 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;
    6. Deep-linking to any portion of the Site or any Services
      without our express written permission;
    7. Hyperlinking to the Site or any Services from any other
      website without our initial and ongoing consent; or
    8. Acting illegally or maliciously against the business
      interests or reputation of Tradeshift or our Services.
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), if applicable, at the appropriate rate.
6. We shall be entitled to increase the Subscription Fees upon 30
  days’ prior notice to you.
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 licenses in respect of the
  Services or the Documentation. As between you and us, you retain all
  ownership of all Customer Data.
2. Subject to Clause 5, you grant to us a royalty free worldwide right
  and non exclusive license to use the materials and content supplied by
  you, in order to process your transactions on the Site under these
  Terms of Service. Furthermore you agree that we may use your company
  name to identify you as a user of the Site (including as part of
  enabling your account connections with your trading partners) unless
  you choose to opt-out by changing your settings on the Site or
  notifying us by email at info@tradeshift.com
  (note that opting out may negatively impact your goal of connecting
  with your trading partners).
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:
  1. Tradeshift has no obligation to review any Unsolicited Materials,
    nor to keep any Unsolicited Materials confidential; and
  2. 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.
Indemnification and Release
1. 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.
Limitation of Liability
1. 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.
Force Majeure
1. 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.
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 on the Site. Tradeshift may terminate
  or suspend your use of the Site at any time, for any reason.
2. On termination of the Terms of Service for any reason, except as
  Tradeshift has expressly agreed otherwise:
  1. all licenses granted to you 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 5; 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 4 (Terms Governing the Use of Electronic Invoices and
  Exchange of Other Business Documents), 5 (Data and Privacy), 8
  (Disclaimer of Warranties), 11 (Intellectual Property), 12
  (Indemnification and Release), 13 (Limitation of Liability), 19
  (Notices) and 24 (Governing Law and Jurisdiction) and 28
  (Translations; Official Version) shall survive any termination of
  these Terms of Service. Furthermore, terms associated
  with the Early Payment Programs shall survive to enable completion of
  obligations You may have to Tradeshift or a Funder for transactions
  that have not yet fully settled.
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.
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.
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.
3. These Terms of Service may be updated from time to time by
  Tradeshift. You agree to check this page periodically and your
  continued use of the Service constitutes your acceptance to such
  changes.
Notices
1. Any notice required to be given under this agreement shall be in
  writing in English and shall be delivered by either (a) express
  courier service, or (b) hand, or (c) sent by pre-paid first-class post
  with return receipt or (d) delivered electronically to you on the Site
  or via an email address provided by you within the Site.
2. A notice delivered by hand or express courier 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 shall be deemed to
  have been received five (5) days after being sent by post. A notice
  sent electronically or via the Site shall be deemed to have been
  received at the time of transmission.
Copyright Policy and Digital Millennium Copyright Act (DCMA)
Procedures
1. 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, 221 Main Street, 2nd
  Floor, Attention: Legal, San Francisco California 94105 USA.
Assignment
1. 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.
No Partnership or Agency
1. Other than the E-Invoicing Issuance and E-Signature Authorization made by You above, 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).
Conflict
1. 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.

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. Notwithstanding the foregoing, the
parties may agree to alternate governing law for specific Additional
Services.

If you are domiciled in :	You are contracting with :	Notices should be addressed to :	The governing law is :
The United Kingdom	Denmark	Tradeshift ApS	Lændemarket 10, 1st floor 1119 Copenhagen K Denmark
France	Tradeshift SAS	77 Boulevard Vauban 59040 LILLE CEDEX France	France
All other countries in the European Union	Tradeshift ApS	Lændemarket 10, 1st floor 1119 Copenhagen K Denmark	Denmark
China	Tradeshift (Suzhou) Software Ltd	4-A5F SIS Park No.328 Xinghu Street, SIP Suzhou 215000 China	China
The United States and all other countries not specifically referenced above	Tradeshift Inc.	221 Main Street, 2nd Floor, San Francisco, CA 94105 USA	California* and controlling United States federal law * New York law shall apply to the Terms of Service as applicable to the Tradeshift CASH ““ Direct program.

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 commenced 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 24 is ruled to be unenforceable, then the
balance of this Clause 24 shall remain in full effect and construed
and enforced as if the portion ruled unenforceable were not contained
herein.

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 any other agreement with Tradeshift) or if your use of or
access of the Service would violate any law, rule, regulation applicable
to Tradeshift or expose Tradeshift to unreasonable risk. 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. Tradeshift may utilize
sub-contractors to perform the rights or obligations stated herein.
Export Compliance
1. The Services and Software are subject to local and extraterritorial
  export control laws and regulations including but not limited to, no
  matter from where you are accessing the Site, compliance with United States Export Administration Regulations
  (“EAR”) administered by the U.S. Department of
  Commerce’s Bureau of Industry and Security and any
  regulations or licenses administered by the Department of
  Treasury’s Office of Foreign Assets Control
  (“OFAC”).
2. You represent and warrant that you and your Users are not restricted
  party on any U.S. Government, European Union, or United Kingdom
  sanction or denied party list. You shall comply with such export
  control laws and regulations laws and regulations governing use,
  access, provision of services, export, re-export, and transfer of
  Services and Software and will obtain all required local and
  extraterritorial authorizations, permits or licenses.
3. You and your Users will not use the Services from, or facilitate
  transactions with, an organization or national resident located in, a
  Restricted Territory, where “Restricted
  Territory” includes those countries to which the United
  States, EU Commission, or the government of United Kingdom has
  prohibited the export, re-export, or transfer of products, technology,
  services or data, directly or indirectly to. (including but not
  limited to Cuba, Iran, North Korea, Sudan and Syria),Without limiting
  the foregoing, this means that You may not use the Services to conduct business with
  any Person or organization on the U.S. Treasury Department list of
  Specially Designated Nationals, or the U.S. Department of
  Commerce Denied Persons List or Entity List (as they may
  be amended from time to time and which, for convenient reference only,
  may be found at websites such as:
  http://www.treasury.gov/ofac/downloads/sdnlist.txt
  and
  http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm).
4. Tradeshift may block access to the Services from locations based on
  geographic indicators in a good faith effort to comply with the above
  export laws. The export obligations under this Section shall survive
  the expiration or termination of this Agreement.
Tradeshift Cash – Early Payment Features and Programs for Sellers
““ Addressing dynamic discounting, supply chain finance and other advance
payment offerings
– Additional terms and condition for certain Early Payment programs for
Sellers are found at https://tradeshift.com/legal/seller-early-payment-terms
and are incorporated herein. Note: This clause applies
if You (your organization) are a Seller on the Service, and if You use a
specific feature, request consideration for enrollment in an early payment
program or enroll in a Tradeshift early payment program identified in such
terms.
Translations; Official Version
1. Any version of these Terms of Service that are not in the English
  language are translated for the convenience of the
  reader. At all times the official version of these Terms
  of Service is the English version (“Official
  Version”). In the event of any conflict between the meaning
  of a non-English version and the Official Version, the Official
  Version shall control (regardless of which language version You
  clicked to accept).

* * * * *

v2020-1 1 July 2020

Introduction

Parties

It is agreed as follows:

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