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:

  1. 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.
      "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.
    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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. 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.
  15. 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.
  16. 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.
  17. 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.
  18. 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.
  19. 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.
  20. 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.
  21. 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.
  22. 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).
  23. 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.
  24. Governing Law and Jurisdiction
    1. 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.

  25. 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.
  26. 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.
  27. 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
    http://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.
  28. 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