App Vendor Terms and Conditions v1.0
Developer Terms of Service
The following Developer Terms and Conditions (the “Terms of Service”) apply and continue to apply from your first use of the developer Services provided on tradeshift.com (the “Site”). Please read these Terms of Service and make sure you understand them. If you use the Services (as defined at Clause 3.1 below), you will be deemed to have accepted these Terms of Service. In addition to the Terms of Service, you are also be required to become a party to other contract terms elsewhere on the Site. If you do not agree with any of the Terms of Service, please refrain from using the Services available on our Site.
The Services are run by Tradeshift Inc. (“Tradeshift”, “we” or “us”). Our registered address is 612 Howard Street, Suite 400, San Francisco, CA 94105, USA. We make certain software applications and platforms available to customers on our Site for the purposes of (i) providing a business network and (ii) supporting the exchange of business documents between customers. Certain services may be provided by our sub-contractors acting on our behalf.
If you are using the Services on behalf of a company or other legal entity (“you” and “your”), you represent that you have the authority to bind such entity and its affiliates to these Terms of Service. In addition, you represent that you are using the Services in the course of business, and not as a private individual or consumer.
It is agreed as follows:
The definitions and rules of interpretation in this clause apply in the Terms of Service.
Clause, schedule and paragraph headings shall not affect the interpretation of the
Terms of Service.
“API” - An Application Program Interface that is provided by us. An API is a set of routines, data
structures, object classes or protocols. There may be more than one, and in these Terms of Service, the term is both singular and plural.
“Application” - The software application, website or other interface that you develop, own or operate to interact with the API.
“Customer” – Shall having the meaning set forth in our commercial Terms and Conditions located at _http://tradeshift.com/terms-of-service/ (the “Commercial Terms of Service”).
“Customer Data” - The invoice details or other information inputted by you, the
Customers, or us on your behalf for the purpose of using the Services or facilitating your use of the Services.
“Developer” - The owner of the Application, responsible for the performance and
reliability of the Application.
“Development Tools” - The software code and information made available to you from
Tradeshift and perhaps from other sites controlled by us.
“Documentation” - All basic, descriptive training and instructive materials describing the function, features, operation and use of the Software, Services, and Development Tools. Documentation is located at http://developer.tradeshift.com.
“Software” - The online software applications provided by us as part of the Services.
“Store” – Tradeshift’s directory of Applications, which provides visibility of your Services to Tradeshift’s Customers, and collects payments from Customers for your Services.
The following general rules of interpretation apply to these Terms of Service:
1. 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.
2. A reference to a company shall include any company, corporation or other body
corporate, wherever and however incorporated or established.
3. Words in the singular shall include the plural and vice versa.
4. A reference to one gender shall include a reference to the other genders.
5. 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.
6. A reference to writing or written includes faxes but not e-mail.
7. References to clauses and schedules are to the clauses and schedules of the
Terms of Service; references to paragraphs are to paragraphs of the relevant
schedule to the Terms of Service.
2. Use of the Services
A. Subject to the terms and conditions of, and your compliance with, these
Terms of Service, access to our API is licensed to you on a worldwide, non-exclusive,
revocable basis. You
shall not transfer or sub-license any rights granted under these Terms of Service, except
as necessary for Customers to use your Applications. All rights
not expressly granted to you are reserved by us. These Terms of Service apply to all
updates, substitutions, revisions, and copies of the API, whether made by us or
for us or by or for you.
B. You will ensure that your Application does not promote, constitute or contain
and will not knowingly transmit any material that:
1. is unlawful, harmful, threatening, defamatory, obscene, infringing,
harassing or racially or ethnically offensive;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. promotes unlawful violence;
5. is discriminatory based on race, gender, colour, religious belief, sexual
orientation, disability, or any other illegal activity; or
6. causes damage or injury to any person or property.
7. infringes upon or violates the rights of any third party, including
copyright, trademark, trade secret, privacy, publicity or other personal or
proprietary right, or that is deceptive, misleading or fraudulent.
C. You will not and will ensure that the Application does not:
1. Request user names or passwords for the Service or other
website or services from any Customer, except as required solely to
authenticate the Customer with the Service or such other website
2. Store user names or passwords for the Service or other
website or services;
3. Use proxies or other functionality for the purposes of automating logins
to Service or other web sites or services;
4. Request or collect email addresses or other contact information of Customers
by electronic or other means for the purpose of sending unsolicited
emails from third parties or other unsolicited communications for
5. Install software: (i) to perform hidden activities without Customer consent, (ii)
that may harm or alter a Customer’s system without express permission from
the Customer, (iii) that is downloaded as a hidden component of other
software, or (iv) that is automatically downloaded in whole or in part
without express Customer consent.
D. You Application shall not, and shall not permit the Customer to:
1. except as may be allowed by any applicable law which is incapable of
exclusion by agreement between the parties:
a. and except to the extent expressly permitted under these Terms of
Service, 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
b. attempt to reverse compile, disassemble, reverse engineer or
otherwise reduce to human-perceivable form all or any part of
2. access all or any part of the Service in order to build a product or
service which competes with the Service; or
3. use the Service 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 Service
available to any third party except you or the Customers; or
5. attempt to obtain, or assist third parties in obtaining, access to the
Service and/or Documentation.
E. You shall use all reasonable endeavours to prevent any unauthorised access
to, or use of, the Service and, in the event of any such unauthorised access or
use, promptly notify us.
F. Each Customer who directly or indirectly accesses the Site through the
Application shall have a separate account with Tradeshift and shall sign into the Site
with such Customer's own, unique Tradeshift account name and password.
You will not encourage any Customer to establish more than one
Tradeshift account, or assist any Customer in doing so.
H. Each Application must inform the Customer that the Application accesses or
stores data using the Service. Developer will not “white label” the
Service or brand the Service as a service provided by
I. Each Application must operate in a manner that is consistent with Tradeshift's
then current rate limits for web service APIs, currently set at a limit of 50,000
requests, collectively, for all of Developer's Applications, applied in a rolling
J. We reserve the right, without liability to you, to disable, suspend or terminate
your Application’s access to the Service, the Site, your account or any material
if you breach or we reasonably believe that you have breached, any provision of the Terms of Service.
A. Subject to your compliance with these Terms of Service, we will provide the
following services (collectively referred to herein as the “Services”) to you:
1. access to our application programming interface (“API”);
2. all Software, data, text, images, sounds, video and content made
available through our API; and
3. any new features added to or augmenting the Services.
B. You acknowledge that we may charge a fee for your
use of the above features (e.g. Additional Services) if those features are
advertised on the Site as available for purchase (the “Paid Services”).
C. We will use 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 or Application on the Site.
4. Data and Privacy
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.
information collected by such Application and Developer's privacy practices.
policy that Tradeshift creates for an Application.
C. You agree that Tradeshift may monitor or audit your Application or activities
relating to your access to the Tradeshift API. You must not try to block or
otherwise interfere with the monitoring or audit, and we may use technical
means to overcome any methods you may use to block or interfere with such
monitoring. Audits may include requests for documents and for information and
for a visit to your facilities. Your failure to reasonably comply with our audit shall
constitute a material breach of these Terms of Service.
A. All trademarks, trade names, service marks, logos, banners, and page headers
displayed through the Services (collectively, the "Trademarks") are the
property of Tradeshift and its affiliates. Developer may not display, link to, or
otherwise use the Trademarks except in accordance with Tradeshift’s
Branding Guidelines for Developers on the Developer Web Site
as well as Tradeshift's guidelines for
using the Trademarks as made available by Tradeshift from time to time. All goodwill
arising out of Developer's use of the Trademarks will inure to the benefit of and
belong to Tradeshift.
6. Disclaimer of Warranties
A. The Services, APIs, and all server and network components are provided on
an “as is” and “as available” basis without any warranties of any kind, to the
fullest extent permitted by law and we expressly disclaim any and all warranties,
whether express or implied, including, but not limited to, the implied warranties
of merchantability, title, fitness for a particular purpose, and non-infringement.
B. We do not warrant that your use of the Services will be uninterrupted,
virus-free or error-free; nor that the Services, Documentation and/or the
information obtained by you through the Services will meet you requirements.
We are not responsible for any delays, delivery failures, or any other loss or
damage resulting from the transfer of data over communications networks and
facilities, including the internet, and you acknowledge that the Services and
Documentation may be subject to limitations, delays and other problems
inherent in the use of such communications facilities.
C. These Terms of Service shall not prevent us from entering into similar agreements
with third parties, or from independently developing, using, selling or licensing
documentation, products and/or services which are similar to those provided
under these Terms of Service.
7. Your Obligations
A. You shall:
1. comply with all applicable laws and regulations with respect to your
activities under the Terms of Service; and
2. ensure that Customers use the Services and the
Documentation in accordance with the Terms of Service.
8. Payment Charges
A. Access. We charge no fee for access to our API and Development Tools, but
we reserve the right to introduce fees in the future for things that we have not
already provided to you.
B. Directory. For no fee, we will advertise your Application in a directory on the Site if your Application meets our criteria which are entirely in our
discretion, in a manner that enables existing and potential Customers to contact
C. Revenue Sharing. If you refer a new Customer to Tradeshift, we will pay you a negotiated percentage of the revenue we earn from that
Customer, through our referral program. If Tradeshift refers a new Customer to your application or service through the Tradeshift Store, we will collect a negotiated percentage of your specified licensing
fees . All payments to you will be sent in the
month after we have collected fees from the Customer.
9. Intellectual Property Rights
A. You acknowledge and agree that we and/or our licensors own all intellectual
property rights in 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 (collectively, the “Intellectual Property Rights”) in respect of
the Services or the Documentation.
B. You grant to us a royalty free, irrevocable, worldwide right and non exclusive
license to use, make available, reproduce, modify, publish, edit, translate,
distribute, perform and display and sub-license through multiple tiers of sub
licensees the materials and content supplied under these Terms of Service and any
other Intellectual Property Rights necessary and/or desirable in our reasonable
opinion to provide the Services through the Site and/or via any other form,
media or technology for as long and as otherwise necessary to enable us to
perform our obligations under these Terms of Service. Furthermore you agree that we
may use your company name and/or logo in our marketing and publicity
material as examples of current customers of the Site unless you choose to opt-out
by changing your settings on the Site or notifying us by email at
10. Additional Terms and Modifications
Tradeshift has the right to impose additional terms and conditions that govern
the Services or add to or change these Terms of Service, simply by posting such
addition or change on the Developer Web Site
or otherwise providing notice
through the Services. Developer's continued use of the Services
following the posting or providing of any such addition or change will constitute
Developer's acceptance of the addition or change.
11. Independent Development
A. Nothing in these Terms of Service will impair Tradeshift's right to develop, acquire,
license, market, promote or distribute products, software or technologies that
perform the same or similar functions as, or otherwise compete with, any
Application or other products, software or technologies that Developer may
develop, produce, market, or distribute. In the absence of a separate written
agreement to the contrary, Tradeshift will be free to use any information,
suggestions, or recommendations Developer provides to Tradeshift pursuant to these Terms of Service and Developer’s use of the Services for any purpose, subject to applicable intellectual property
12. Limitation of Liability
A. The limitation of liability provisions set forth in Section 11_of the Commercial Terms of Services are incorporated herein and made a part hereof.
13. Force Majeure
We shall have no liability to you under these Terms of Service if we are prevented
from or delayed in performing our obligations under the Terms of Service, or
from carrying on our business, by acts, events, omissions or accidents beyond
our reasonable control, including, without limitation, strikes, lock-outs or other
industrial disputes (whether involving the workforce of we or any other party),
failure of a utility service or transport or telecommunications network, act of
God, war, riot, civil commotion, malicious damage, compliance with any law or
governmental order, rule, regulation or direction, accident, breakdown of plant
or machinery, fire, flood, storm or default of suppliers or sub-contractors.
A. The license that is granted hereunder is dependent on your compliance with these Terms of Service and will automatically terminate if you fail to comply with these Terms of Service. WE RESERVE THE RIGHT TO SUSPEND OR DISCONTINUE YOUR ACCESS TO THE API, OR ANY PORTION OR FEATURE THEREOF, FOR ANY REASON, AND AT ANY TIME WITH OR WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO YOU.
B. If you wish to terminate your relationship with Tradeshift, you must email a termination notice to email@example.com
. Your termination notice will be effective when we receive it. Any other method by which you try to terminate your relationship with Tradeshift will not be effective unless we acknowledge it in writing to you.
C. On termination of the Terms of Service for any reason:
1. all licences granted under these Terms of Service shall immediately
2. we may destroy or otherwise dispose of any of the Customer Data in our
3. the accrued rights of the parties as at termination, or the continuation
after termination of any provision expressly stated to survive or implicitly
surviving termination, shall not be affected or prejudiced.
15. Disclaimer of Warranties. THE SERVICES ARE PROVIDED "AS IS," "WITH ALL
FAULTS," AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, TRADESHIFT MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR
FREE OF HARMFUL COMPONENTS, AND ANY IMPLIED WARRANTY OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING
OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR
USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES. IN SUCH AN EVENT THE ABOVE EXCLUSION WILL NOT
APPLY SOLELY TO THE EXTENT PROHIBITED BY LAW. YOU USE THE API AND DEVELOPMENT TOOLS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THEIR USE, INCLUDING BUT NOT LIMITED TO, DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
16. Release and Indemnification. To the maximum extent permitted by applicable law, you hereby release and waive all claims against us, and our affiliates, partners, officers, employees, agents, consultants, licensors, co-branders or other collaborators (collectively, “Covered Persons”), for all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the API and Development Tools. You will indemnify, defend and hold Covered Persons harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, “Claims”) that may arise from or are related to your use of the API and Development Tools or to the development, maintenance, use and contents of your Application, including but not limited to any infringement of any third-party proprietary rights. You will control the defense and settlement of any Claim that is subject to this indemnification, provided that we may at any time elect to take over control of the defense and settlement of any such Claim. In any event, you will not settle any such Claim without our prior written consent.
A waiver of any right under these 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 these Terms of Service are cumulative and do not exclude
rights provided by law.
A. If any provision (or part of a provision) of these 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.
B. 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
19. Entire Agreement
A. These 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
B. Developer acknowledges and agrees that in agreeing to these 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 these Terms of Service or not) relating to the subject
matter of these Terms of Service, other than as expressly set out in the Terms of
A. You shall not assign, transfer, charge, sub-contract or deal in any other manner
with all or any of its rights or obligations under these Terms of Service.
B. We may at any time assign, transfer, charge, sub-contract or deal in any other
manner with all or any of its rights or obligations under these Terms of Service.
21. No Partnership or Agency
Nothing in these Terms of Service is intended to or shall operate to create a
partnership between the parties, or authorise 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).
If there is a conflict between any of the provisions of these Terms of
Service and the Commercial Terms of Services, the terms of the Commercial Terms of Service shall prevail.
23. Governing Law and Jurisdiction
A. The parties irrevocably agree that the state and federal courts located in San Francisco, California have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with
these Terms of Service or its subject matter or formation (including
non-contractual disputes or claims).