This ServiceTitan Partner and App Marketplace Agreement (this “Agreement”) governs your participation in the Partner Program and the Marketplace, constitutes a legally binding agreement between you (“Partner” or “you”) and ServiceTitan, Inc. (“ServiceTitan”), and is effective upon the mutual execution of any order form or similar instrument incorporating or referencing the same.

1. Definitions.

• “API” means any application programming interface, webhooks, software development kit, or other technology made available by ServiceTitan.

• “Intellectual Property” means all works protectable by copyright, trademark, patent, and/or trade secret laws, including promotional and marketing concepts; data and information; formulae, models, designs, drawings, and flowcharts; inventions, hardware, software, systems, programs, applications, platforms, application programming interfaces, algorithms, code, modules, materials, tools, scripts, and trade secrets. 

• “Marketplace” means the ServiceTitan online marketplace for Solutions.

• “Mutual Customer" means an entity that is a customer of both you and ServiceTitan.

• ”Partner Data" means all data, content, and outputs that are generated, created, or made available by or through your Solution(s) for, or on behalf of, a Mutual Customer.

• “Partner Program” means the resources, benefits, and programs made available to ServiceTitan partners in each case as further defined in the Partner Program Terms.

• “Partner Program Terms” means the Partner Program Agreement located at https://www.servicetitan.com/legal/partner-program-agreement, the Partner Program Guide located at https://www.servicetitan.com/legal/app-marketplace-program-guide, and, to the extent you are granted access to and/or use of APIs, the API Terms of Use located at https://www.servicetitan.com/legal/api-terms.

• “ServiceTitan Products” means ServiceTitan’s SaaS-based services and products.

• “Solution” means any third party software program/application that works with and/or enhances ServiceTitan Products or technical connection that facilitates the exchange of data between such third party’s systems and ServiceTitan’s platform.

2. Partner Program.

a) Overview. The Partner Program is a competitive, application-based program that provides select participants with a structured framework and certain resources to accelerate the development of Solutions that not only empower the trades, but conform to ServiceTitan's standards for performance, quality, and security. Accordingly, participation in the Partner Program is mandatory for any developer, integrator, or service provider seeking to distribute its Solutions through the Marketplace.

b) Structure & Benefits. The Partner Program’s structured framework is organized into distinct participation tiers, offering a progressive set of benefits at each successive level. The details of your participation, including your designated tier, associated benefits, API access privileges, program fees, and any Solutions you are authorized to develop, will be documented in one or more executed order forms (each, an “Order Form”). Each such Order Form shall be incorporated into and form an integral part of this Agreement.

c) Partner Obligations. Your participation in the Partner Program and all activities contemplated hereunder are subject to and governed by this Agreement, the Partner Program Terms (which are incorporated into this Agreement), and all additional policies, guidelines, and technical documentation that ServiceTitan may make available to you from time to time (which shall be incorporated into this Agreement upon being made available). ServiceTitan reserves the right to modify such requirements as necessary to maintain the integrity of the ecosystem.

3. Marketplace Listings.

a) Certification & Eligibility. To be listed on the Marketplace, your Solution must complete a comprehensive certification process, which, among other things, may include a technical validation, security assessments, data mapping, user interface approval/testing, and content reviews. ServiceTitan reserves the right to reject any Solution that does not meet its standards or requirements, whether technical or otherwise.

b) Partner Responsibilities. You are solely responsible for your Solution, including its development, security, operation, maintenance, support, and content. Additionally, you must ensure each user of your Solution is subject to a legally binding End User License Agreement (to which ServiceTitan is not a party) that, among other things, grants you all rights, permissions, and consents necessary to fulfill your obligations under and perform the activities contemplated by this Agreement. ServiceTitan disclaims all responsibility for your Solution, and any certification of the same is not a warranty or guarantee as to its quality, security, or fitness for any purpose.

c) Post-Listing Review; Removal. Your Solution will be subject to periodic testing and evaluation to verify ongoing compliance with this Agreement. Any patch or update released will likewise be subject to these requirements and may require re-certification. ServiceTitan reserves the right to suspend or remove your listed Solution for any reason, including a decline in performance, negative customer feedback, or a failure to meet our standards.

4. Data Access; Management. 

a) Customer Authorization. Prior to accessing any Mutual Customer’s ServiceTitan account or data, you must obtain and maintain their express written authorization specifying the scope of permitted access. Such authorization must be verified on an ongoing basis, and all access must immediately cease upon withdrawal or revocation of the Mutual Customer’s consent.

b) Reciprocity. Maintaining ServiceTitan Products as the primary system of record is a core principle of the Partner Program, essential for ensuring data integrity and a seamless experience for Mutual Customers. To uphold this principle, you are required to synchronize all Partner Data back to the ServiceTitan platform in near real-time, in the manner prescribed by the Program Guide or as otherwise directed by ServiceTitan. Failure to meet this requirement constitutes a material breach of this Agreement and may result in the immediate suspension or removal of your Solution from the Marketplace.

5. Intellectual Property.

a) Ownership. Each party shall retain all right, title, and interest in and to its Intellectual Property, including all modifications, improvements, and enhancements thereto, derivatives thereof, and intellectual property rights therein (collectively, “IP Rights”). In the event a party obtains any right, title, or interest in or to the other’s IP Rights, the party obtaining such right, title, or interest shall irrevocably and unconditionally transfer, convey, and assign the same to the other and take any other action necessary for such other to perfect, confirm, and protect its exclusive ownership thereof. 

b) License Grants.

(i) Partner Solution. You grant ServiceTitan a non-exclusive, worldwide, royalty-free, and sublicensable license to (a) host, install, reproduce, display, and distribute your Solution and associated assets to operate, maintain, and promote the Marketplace, and (b) access and use your Solution for certification, security testing, monitoring, and customer support. 

(ii) Partner Data. You grant ServiceTitan an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to access, use, process, copy, store, modify, create derivative works from, and otherwise exploit all Partner Data for ServiceTitan’s business purposes.

6. Representations & Warranties. You represent and warrant that (a) you have the full power and authority to enter into this Agreement, (b) you have all necessary rights, permissions, and consents to fulfill your obligations  and grant the rights and licenses provided for in this Agreement, (c) your Solution and associated assets do not infringe upon or misappropriate any third-party rights, (d) all information you provide to ServiceTitan is accurate and complete, (e) your Solution does not contain any viruses, malware, or other harmful code, and (f) you have implemented and maintain appropriate technical and organizational measures to protect against unauthorized or unlawful processing of data and against accidental loss, destruction or damage.

7. Indemnification. You will defend, indemnify, and hold harmless ServiceTitan, its affiliates, and its and their officers, directors, employees, agents, and assigns from and against any and all third-party allegations, claims, liabilities, damages, fines, fees, penalties, losses, costs, and expenses, including attorneys' fees, arising out of, related to, or caused by (a) your infringement or misappropriation of any proprietary or personal right of a third party; (b) your breach of this Agreement; (c) the functionality, use of, or inability to use your Solution, including any claims of product liability or misleading advertising; (d) any security breach or data incident related to your Solution; or (e) any tax claims related to your Solution, except to the extent such claims directly arise from ServiceTitan's obligations under applicable law. 

8. Disclaimer of Warranties. SERVICETITAN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND AND NATURE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, AND USAGE OF TRADE. SERVICETITAN PROVIDES THE PARTNER PROGRAM, MARKETPLACE, AND APIS "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE". YOU BEAR THE ENTIRE RISK OF PARTICIPATING IN THE PARTNER PROGRAM AND USING THE MARKETPLACE AND APIS.

9. Limitation of Liability. IN NO EVENT WILL SERVICETITAN BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OR REVENUES, ARISING OUT OF OR RELATED TO THIS AGREEMENT. SERVICETITAN’S TOTAL, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE FEES PAID BY YOU TO SERVICETITAN UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND A MATERIAL FACTOR IN THE ESTABLISHMENT OF FEES.

10. Term, Termination & Effect.

a) Term. This Agreement will remain in effect until the expiration or termination of all Order Forms, unless earlier terminated in accordance with the provisions hereof.

b) Termination. 

(i) Convenience. ServiceTitan may terminate this Agreement and/or any Order Form upon written notice. 

(ii) Breach. Either party may terminate this Agreement and/or any Order Form upon written notice if the other materially breaches any provision hereof or thereof and fails to cure the same within thirty (30) days following notice of the same. 

(iii) Insolvency. Either party may terminate this Agreement and/or any Order Form upon written notice if the other becomes the subject of a bankruptcy or insolvency proceeding, has a receiver appointed, makes an assignment for the benefit of creditors, or is liquidated or dissolved.

c) Effect. Upon expiration or termination of this Agreement and/or any Order Form, all rights and licenses granted to you hereunder or thereunder will immediately cease, and ServiceTitan will remove your Solution, as applicable, from the Marketplace. 

d) Survival. The following provisions will survive the expiration or termination of this Agreement and/or any Order Form for any reason: Section 5(b)(ii), Section 7, Section 8, Section 9, Section 11, and any other provision that by its nature should survive.

11. Miscellaneous Terms.

a) Compliance with Laws. Each party shall comply with all laws, rules, and regulations applicable to its performance under this Agreement, including all applicable export control laws and regulations.

b) Assignment. Neither party may assign, delegate, or otherwise transfer its rights or obligations under this Agreement without the other party’s prior written consent. Notwithstanding the foregoing, ServiceTitan may assign this Agreement without consent to an affiliate or subsidiary or in connection with a merger, acquisition, or sale of all or substantially all of its assets. 

c) Governing Law; Dispute Resolution. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any controversies and claims arising out of or relating to this Agreement shall be settled by final, binding, confidential arbitration held in Los Angeles, California in accordance with the American Arbitration Association's Commercial Arbitration Rules.

d) Modifications. ServiceTitan may update this Agreement at any time and will provide notice of any material changes. If you object to any such changes, your sole recourse is to terminate this Agreement. Your continued participation in the Partner Program or the Marketplace after such changes take effect constitutes your agreement to the new terms.

e) General. If any provision of this Agreement is found to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the parties. Notices sent by ServiceTitan to you may be sent via the email address ServiceTitan has on file for you.

f) Entire Agreement. This Agreement, together with Partner Program Terms and executed Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements. The Partner Program Terms are intended to supplement this Agreement such that all of your obligations therein and herein are cumulative. In the event of any conflict between the Partner Program Terms and this Agreement, this Agreement will govern except with respect to any term of the Partner Program Terms that is more protective of and/or favorable to ServiceTitan.