Tradeshift Education Terms and Conditions

These Tradeshift Education Terms and Conditions relate to training services (“Trainings”) whether purchased
online or via execution of an Order or Order Confirmation by you or your company (“Customer” or “You”) from
Tradeshift, Inc., with an address at 221 Main Street, San Francisco 94105 USA or an affiliated company designated in the Order referring to these terms (“Tradeshift” or “we”).

By accessing or registering for a Training, you are agreeing to these terms and all other policies or notices posted by us through the online platform, via email, an “Order” document, or referenced herein (collectively, these “Terms” and the “Agreement”). If you don’t agree to these terms, do not register for the Training. These Terms apply no matter how you access the Training, whether on our website, via the Tradeshift platform, via a mobile application, or through other means. If you are accessing a Training on behalf of your company, you represent that you are authorized to accept these Terms on behalf of your company, and all references to “you” reference your company.

Separate terms govern the use of the Tradeshift products and the provision of professional services. These terms do not apply to use of the Tradeshift SaaS services or other products.

1. THE TRADESHIFT TRAINING COURSES

1.1 Access to the Training. During the Term and subject to the Order terms, Tradeshift will provide the Training(s) on a non-exclusive, non-transferable, non-sublicensable basis, in exchange for the Course Fees.  Customer may access the Training solely for Customer’s own benefit and in accordance with these terms and any instructions or restrictions provided by Tradeshift with regard to a specific Training. Customer will ensure that Customer’s use of the systems access to the Training and any User Content Customer provides will be done in compliance with applicable law.

1.2 Training Materials. Training may include supplementary materials that Customer may download or otherwise access online, including Course descriptions, toolkits, and other written materials designed to supplement the training (“Course Materials”).  If any Training Materials are provided with the Training purchased, then subject to these Terms, Tradeshift hereby grants Customer a non-transferable, non-sublicensable, non-exclusive license to copy and use the Training Materials solely for Customer’s personal, non-commercial, educational use in connection with the applicable Training.  The Training and all Training Materials (and all modifications and derivatives thereto), are and shall remain the sole property of Tradeshift including all intellectual property rights therein.

1.3 Limitations.  Customer will not, and will not allow any third party to (a) rent, lease, sublease, sublicense, transfer, assign otherwise allow third party access (other than Authorized Users) to the Training; (b) copy, modify or create derivative works based on the Training or Training Materials; (c) access or use the Training except as expressly permitted under the Terms and, if the Tradeshift platform is used to access or participate in the Training, in accordance with the Terms of Service at https://tradeshift.com/terms-of-service/, or (d) publicly disseminate information regarding the Training.  If Customer does not comply with the foregoing restrictions or Order terms, Tradeshift may suspend all Customer access until compliance occurs.

1.4 Feedback.  Tradeshift encourages comments, requests and other feedback regarding the Training and Customer agrees that Tradeshift is free to incorporate and use Customer feedback without restriction of any kind, including in Tradeshift promotional materials, in a manner that is attributable back to Customer or anonymous.

1.5 Data Protection.  Customer acknowledges that Tradeshift may use the personal data of attendees in compliance with the Tradeshift Privacy Policy (available at https://tradeshift.com/privacy-policy/) and that such personal data may be stored in the United States or another country. Tradeshift employs reasonable security technologies in providing and administering the Training. In regimes using “controller” and “processor” concepts in their data protection law, note that Tradeshift is acting as a controller with regard to personal data Customer submits to register for the Training and will use technical and organizational measures to protect personal data processed in the registration, operation and administration of the Training and billing processes as required by applicable data protection law.

2. FEES AND EXPENSES

2.0 Fees.  Customer is responsible to pay Tradeshift fees for the Training as set forth in the Order or other form submitted for registration (“Training Fees”) with a payment mechanism permitted in the Order process.  Customer will be responsible for all taxes resulting from the performance of the Training (including as applicable any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on Tradeshift income).  Fees may vary based on the location of attendees or Customer and other factors, and Tradeshift reserves the right to change any fees at any time at our sole discretion for new Orders.  

2.1 Expenses. For delivery of Training requiring travel by Tradeshift personnel to a Customer location, Tradeshift shall invoice Customer for expenses incurred in performing Training in accordance with the description in the Order.  Such expenses shall be limited to out-of-pocket expenses actually incurred by Tradeshift in the performance of the services to provide the Training hereunder.  

2.2 Payment of Course Fees and Expenses.  Unless otherwise mutually agreed in an Order, the fees and expenses invoiced in accordance with this Section 2 shall be payable by Customer within thirty (30) days subsequent to the invoice date. If Customer’s payment method fails or Customer’s account is past due, Tradeshift may collect fees using other collection mechanisms. All monies paid will be considered non-refundable.  

2.3 Late Fees.  Customer agrees to reimburse Tradeshift for any and all reasonable expenses Tradeshift may incur, including interest and attorneys’ fees, in taking action to collect any amounts due Tradeshift hereunder.  Payments to Tradeshift shall, when overdue, be subject to a late payment charge at an annual rate of one (1%) percent over the lowest prime rate in effect in New York City as published in The Wall Street Journal on the first Monday following the payment due date or the highest amount allowed by law, whichever is lower.  Interest will be computed daily and compounded annually. 

3. CONFIDENTIALITY AND PROPRIETARY RIGHTS

3.1 No Confidential Information of Customer. Customer should not provide to us any information that Customer consider confidential (including in any feedback or User Content you provide) and Customer agrees that Tradeshift is  not subject to any confidentiality obligations or use restrictions related to information or materials that Customer may provide to Tradeshift in relation to the Training (s) attended.

3.2 Customer will maintain the confidentiality of Confidential Information as defined below.

3.2.1 Customer agrees not to use Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under the Terms, except as otherwise stated. Customer agrees to protect the secrecy of and prevent disclosure and unauthorized use of Tradeshift’s Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The terms of this Confidentiality section shall survive termination or expiration of these Terms. A party may disclose the other party’s Confidential Information to the extent required by any law or regulation.

3.2.2 “Confidential Information” means any proprietary information received by Customer during the participation in Trainings , or prior to entering into these Terms, that Customer should know is confidential or proprietary based on the circumstances surrounding the disclosure including the Trainings , Course Content and any non-public technical and business information (including pricing) of Tradeshift. Confidential Information does not include information that:  (a) is or becomes generally known to the public through no fault of or breach of these Terms by Customer; (b) is rightfully known by Customer at the time of disclosure without an obligation of confidentiality to Tradeshift; (c) is independently developed by Customer without use of Tradeshift’s Confidential Information; or (d) Customer rightfully obtains from a third party without restriction on use or disclosure. 

4. WARRANTY DISCLAIMER

THE TRAININGS  ARE PROVIDED “AS IS”. TRADESHIFT AND OUR SUPPLIERS DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. THE TRAINING ARE PROVIDED FOR GUIDANCE ONLY, AND TRADESHIFT MAKES NO WARRANTIES AS TO ITS ACCURACY OR RELIABILITY. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

5. TERM & TERMINATION 

These Terms are effective as of the earlier of (a) the date You first access or use a Course or (b) the date of your first Order for purchase/registration for a Training, and continue in effect while you are accessing the Training. Tradeshift may terminate these Terms and Customer access to the Service at any time upon notice to Customer if Customer or an attendee authorized by Customer breaches these Terms.  Tradeshift’s refund and cancellation policies are available to Customer with regard to each Training offered.

6. LIMITATION OF LIABILITY

NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER WITH RESPECT TO ITS OBLIGATIONS UNDER THIS SOW FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TRADESHIFT’S LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER EXCEED THE AMOUNTS ACTUALLY PAID TO TRADESHIFT BY CUSTOMER FOR THE APPLICABLE COURSE(S) WITHIN THE PRIOR TWELVE MONTHS.   The parties agree that the waivers and limitations specified in this Section 6 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

7. GENERAL

7.1 Force Majeure.  Neither party shall be liable for delay in performance hereunder due to causes beyond its control, including but not limited to acts of God, fires, pandemic, strikes, acts of war, or intervention by governmental authority.  

7.2 Independent Contractor.  Tradeshift is acting in performance of this Agreement as an independent contractor.  Tradeshift may use the services of subcontractors and permit them to exercise the rights granted to us in order to provide the Service under these Terms.  

7.3 Modifications.  From time to time, Tradeshift may modify these Terms. Unless Tradeshift specifies otherwise, changes become effective upon our posting of the updated Terms, and the updated Terms will apply to all registrations for Training made after they are posted. Tradeshift will use reasonable efforts to notify Customer of the changes through communications via email or other means. 

7.4 Waiver.  A failure of either party to exercise any right provided for herein, shall not be deemed to be a waiver of any right hereunder.

7.5 Governing Law; Consent to Jurisdiction.  All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of California without regard to its rules of conflict of laws.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in the state or federal courts in Santa Clara County, California. 

7.6 Complete Agreement.  The Agreement sets forth the entire understanding and agreement of the parties as to the subject matter therein and supersedes any prior or contemporaneous agreements as to the subject matter.  Any pre-printed terms or terms that conflict with the terms of this Agreement that are on a Customer purchase order shall not be binding on Tradeshift and are hereby rejected in their entirety.

7.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same Agreement.

Version 1.1 - Posted June 15, 2021