The following terms (“Construction GMV Terms”) apply to your ServiceTitan Construction Plus Package (Total Annual Revenue) or similar revenue-based subscription (each, a “ServiceTitan Construction Package”). Please read these Construction GMV Terms carefully. By accessing or using the Service, you accept these Construction GMV Terms and agree to use the Service in compliance with these Construction GMV Terms.  Any capitalized terms not defined herein shall have the meanings ascribed to them in the Terms of Use and/or your Order Form with ServiceTitan.

ServiceTitan Construction - Subscription Fees: 

1. Certain Definitions. 

“Committed Total Annual Revenue” means, with respect to the ServiceTitan Construction Package, the Total Annual Revenue amount committed to by you for a particular twelve (12) month period of the Term with respect to Customer’s Construction Businesses (as defined below), which is used as a basis for the Base Construction Fee calculation. Your Committed Total Annual Revenue is as set forth in the Order Form that incorporates these Construction GMV Terms, in United States Dollars. 

“Customer’s Construction Business” means those of your businesses or divisions that operate in the construction segment and that, for clarity, do not include your businesses or divisions that operate in the service, maintenance, or repair segments. 

“Rate” means the rate set forth in the applicable Rate field in the Order Form, with respect to the ServiceTitan Construction Package.

"Total Annual Revenue” means the aggregate gross amount (measured in United States Dollars) of all invoices that relate to Customer’s Construction Business and that are processed by, posted to, or otherwise submitted through the Service under all of your tenants (and those of your Affiliates) subject to the Order Form, during each twelve (12) month period of the Term, commencing upon the Subscription Start Date. 

2. The Total Monthly Recurring Fee for the ServiceTitan Construction Package as set forth in the Order Form in each year of the Term is the product of Committed Total Annual Revenue and the applicable Rate, which is then divided by twelve (the “Base Construction Fee”). The Base Construction Fee will be charged in advance in each month of the Term irrespective of whether you meet or exceed the Committed Total Annual Revenue amount. Should your Total Annual Revenue exceed the Committed Total Annual Revenue in any year of the Term (“Excess Revenue”), the total amount of Excess Revenue in each month of such year will incur an overage fee which will be calculated for each month by multiplying the Rate by the amount of Excess Revenue for such month, and will be charged monthly in arrears. 

During any Additional Term, the Rate and Committed Total Annual Revenue amounts in effect immediately prior to the commencement of such Additional Term shall apply, unless otherwise specified in your Order Form. 

Customer’s Construction Business is not limited to a certain number of Managed Installers or Office Users. Such unlimited ServiceTitan Construction Package Managed Installer and Office User subscriptions are specific to Customer’s Construction Businesses to which they are assigned and cannot be utilized under any other tenant, business or division, or otherwise where such Managed Installer and Office User subscriptions are not used in the management and operation of Customer’s Construction Businesses. 

The parties acknowledge and agree that certain of your Field Users may perform work for Customer’s Construction Business as well as your other businesses or divisions that are subject to a monthly per Managed Technician fee (“Crossover Field Users”). ServiceTitan will periodically review Customer Data within the Service to determine the percentage of labor hours of Crossover Field Users allocated to Customer’s Construction Businesses in each month (e.g., hours logged within “jobs” within the Service), and any Crossover Field User who has less than 80% of their labor hours attributable to Customer’s Construction Businesses in any month will also incur a monthly per Managed Technician subscription fee as set forth in the Order Form in any such month.

3. Initial Process for Customer’s Construction Businesses: 

You agree to create separate business units within the Service for Customer’s Construction Businesses and any of your other businesses or divisions that are not Customer’s Construction Businesses. You will ensure that each business unit applicable to any of Customer’s Construction Businesses will contain the word “construction” spelled fully and completely as its own word in the name of the business unit within the Service. You must also check the “Construction” checkbox within the settings of the Service for each business unit applicable to any of Customer’s Construction Businesses. You warrant that (i) you will properly assign each invoice that relates to Customer’s Construction Businesses to a business unit within the Service that is specific to Customer’s Construction Businesses to ensure proper tracking of Total Annual Revenue, and (b) you will ensure that all labor hours for Crossover Field Users are properly recorded within the Service and properly attributed to the business unit(s) applicable to Customer’s Construction Businesses as well as the business unit(s) applicable to any other your businesses or divisions that are not Customer’s Construction Businesses. You acknowledge and agree that ServiceTitan may revise or supplement the foregoing requirements at any time within the ServiceTitan Knowledge Base or otherwise.

4. ServiceTitan’s Right to Verify Total Annual Revenue:

On 30 days’ notice, during the Term and within 2 years after the expiration or earlier termination of the Agreement, ServiceTitan or its representatives may at its own expense audit and copy from your and your Affiliates’ books, records, and other documents (including computer files and supporting orders and invoices) as necessary to verify your and your Affiliates’ adherence to the terms and conditions of the Agreement. ServiceTitan may conduct any audit under this Section at any time during your regular business hours on business days remotely or at your principal place of business (at ServiceTitan’s option) and shall not unreasonably interfere with the operation of your business; provided, however, that ServiceTitan shall not exercise its audit rights under this Section more than once per calendar year, except with respect to any audit of Customer Data within the Service, which ServiceTitan may undertake at any time without notice. 

You and your Affiliates shall reasonably cooperate with ServiceTitan in conducting any such audit at your sole cost and expense. ServiceTitan and its representatives shall keep all information obtained during any such audit confidential pursuant to and in accordance with Section 11 of the Terms of Use. Should any audit reveal that you or Your Affiliates have, individually or collectively, under-reported, or caused to be underreported, the Total Annual Revenue amounts hereunder in an amount that is 5% or greater (whether by failing to properly assign each invoice to the related business unit within the Service or otherwise), Customer shall reimburse ServiceTitan for the reasonable external cost of the audit. Customer agrees to pay any and all amounts determined by any such audit to be owed to ServiceTitan within 10 days of ServiceTitan’s request therefore.