App Vendor Terms and Conditions v1.0

Developer Terms of Service

Introduction

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.

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Parties 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.

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It is agreed as follows:

1. Interpretation
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.

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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 or services;
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 unlawful purposes;
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 the Software;

or

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 Developer.

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 24-hour window.

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.

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3. Services

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.

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4. Data and Privacy

A. You agree that in using the Services, you will comply with our privacy policy relating to the privacy and security of the Customer Data available on the Site or such other website address as may be notified to you from time to time, as such document may be amended from time to time by us in our sole discretion.

B. For each Application, Developer will provide a privacy policy describing information collected by such Application and Developer's privacy practices. Any privacy policy created by Developer for any Application will be at least as restrictive as Tradeshift's privacy policy. Developer will comply and ensure that the Application complies with the Tradeshift Privacy Policy and any privacy 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.

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5. Trademarks

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.

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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.

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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.

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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 you.

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.

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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 info@tradeshift.com

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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.

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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 rights.

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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.

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14. Termination

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 apps@tradeshift.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 terminate; and
2. we may destroy or otherwise dispose of any of the Customer Data in our possession; and
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.

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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.

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17. Waiver

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.

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18. Severance

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 parties.

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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 cover.

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 Service.

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20. Assignment

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.

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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).

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22. Conflict

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).