Partner Program Agreement
Welcome to the ServiceTitan Partner Program (“Partner Program”). The Partner Program is designed to build stronger connections between partners and ServiceTitan and highlight partners to ServiceTitan customers. In this ServiceTitan Partner Program Agreement, including all documents incorporated by reference (collectively, the “Agreement”), “we,” “us,” “our” and “ServiceTitan” refers to ServiceTitan, Inc., and its affiliates, and “you,” “your” and “Partner” refers to the partner enterprise in the Partner Program. You indicate by your acceptance to this Agreement by clicking a check box that you agree, or by these Terms being incorporated into another agreement or order form you agree to, or by your use of benefits provided to pursuant to the Program.
1. Agreement as Addendum to Your Other ServiceTitan Terms and Agreements
In the event of conflict between your Qualifying Agreement (or any other document between you and ServiceTitan) and this Agreement, the Qualifying Agreement will control over this Agreement to the extent such is expressly provided in such other document and only to the extent of such conflict.
2. Partner Program Application
The ServiceTitan Partner Program is an application-based-program. Application to the Partner Program does not guarantee inclusion in the Partner Program. All application fees are non-refundable.
3. Partner Program Benefits
The benefits of the Partner Program are listed on our website or will be otherwise communicated to you. The benefits include a listing in our Marketplace for all partners. Other benefits may differ by tier of partnership (e.g. silver, gold, titanium, or other similar designation). The benefits may change over time. We will use reasonable efforts to provide you with notice of such changes.
4. Program Obligations
Your obligations as a Partner in the Partner Program are listed on our website or will be otherwise communicated to you. The obligations may differ by tier and type of partnership (e.g. silver, gold, titanium, or other similar designation). The obligations may change over time. We will use reasonable efforts to provide you with notice of such changes, including providing you with a reasonable amount of time in the event of increases in obligations.
5. Branding; Attribution; Promotional Use
“Brand Features” means trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
We grant you a nontransferable, non-sublicensable, nonexclusive license while you are in the Partner Program and this Agreement is in effect with you to display the ServiceTitan Brand Features, and any other marketing collateral we may provide to you, for the purposes of promoting and advertising the fact that you are a partner in the Partner Program.
You may indicate you are in the Partner Program by displaying the badge we provide to you. Your description of your participation in this Partner Program must be stated as follows: [Your Company Name] is a ServiceTitan [Optional: Silver/Gold/Titanium] partner for [description of your services/product]].
If your partnership level changes for any reason, such as following a renewal, you will promptly begin using the appropriate badge for your partnership tier. If we provide you with any additional branding guidelines by posting them on our website or otherwise providing them to you, including our Trademark Policy, you will promptly comply with them. You will comply with all attribution requirements in the branding guidelines or otherwise provided to you.
While you are in the Partner Program and this Agreement is in effect with you, you grant us the right to use your Brand Features in our promotion and advertising of the Partner Program, including in the Marketplace.
Except as expressly stated herein, the Partner Program does not grant either of us any right, title, or interest in or to the other party’s Brand Features. All use by a party of the Brand Features of another party, including any goodwill associated therewith, will inure to the benefit of the party owning the Branding Features.
6. Fees; Autorenewal
Application fees will be communicated to you in advance or at the time of your application. Payment of application fees ensures you will be considered for inclusion in the Partner Program but does not guarantee that you will be accepted into the Partner Program. Application fees are non-refundable. Application fees are one time and do not renew during a consecutive period you are in the Partner Program.
Partner Program fees, such as an annual listing fee or other fees associated with the Partner Program, will be communicated to you in advance of your payment. Partner Program fees that are indicated to be annual in nature will automatically renew with your renewal in the Partner Program at the then-current fees. We will use reasonable efforts to notify you of fee increases, but we do not promise to provide such notice in advance of your receipt of an invoice representing a fee increase. At any time, you may decline renewal and terminate your participation in the Partner Program as set forth in Section 7 below.
All invoices are due within thirty (30) days of the date of the invoice. Unless otherwise agreed, all fees are in U.S. Dollars and are non-refundable. Payments made by credit card may be subject to transaction and other processing fees and such fees are subject to change from time to time.
We may be required to charge sales or other tax on Partner Program fees pursuant to certain foreign, federal, state, provincial and local laws. Your invoice will reflect the taxes in effect at the time of invoicing based on your address. You must claim any exemption for all applicable taxes at the time of invoicing and provide any/all exemption certifications and email documentation to firstname.lastname@example.org.
7. Term and Termination
We may terminate your participation in the Partner Program at any time upon notice for your breach of this Agreement, including non-payment of an invoice when due, or your breach of another agreement between you and us.
It is in our discretion to terminate your participation in the Partner Program at any time upon notice to you, however, if we exercise this right you will receive a pro-rata refund of any prepaid, unused fees for the Partner Program. For annual fees, pro-rata refunds will be determined by the portion of the year remaining in your then-current term.
You may terminate your participation in the Partner Program at any time by emailing email@example.com. Termination pursuant to the prior sentence does not entitle you to a refund of any fees.
Upon termination, your rights to the benefits of the Partner Program cease, including use of the ServiceTitan Brand Features permitted by this Partner Program. For clarity, if you have rights to the ServiceTitan Brand Features under a Qualifying Agreement (or any other agreement between you and ServiceTitan), those rights are not affected by termination of this Agreement for your participation in the Partner Program.
All fees paid by you pursuant to this Agreement are non-refundable, except as otherwise expressly stated herein.
When your Partner Program Agreement comes to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to Section 8.
8. No Warranties
WE PROVIDE THE PARTNER PROGRAM AND ITS MATERIALS ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE PARTNER PROGRAM OR ITS MATERIALS ARE FREE OF ERRORS, BUGS OR INTERRUPTIONS, OR THAT THE CONTENT IS ACCURATE, COMPLETE OR OTHERWISE VALID.
“Confidential Information” means any information that is marked as confidential or proprietary or should reasonably be understood to be confidential or proprietary that is disclosed to the recipient (“Recipient”) by the discloser (“Discloser”), and includes (a) a Discloser’s financial information, software, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts; and (b) as to ServiceTitan, the ServiceTitan products and services. Confidential Information excludes information that: (i) was rightfully in Recipient's possession without any obligation of confidentiality; (ii) is or becomes a matter of public knowledge through no fault of Recipient; (iii) is lawfully received by Recipient from a third party without violation of a duty of confidentiality; or (iv) is independently developed by or for Recipient without use of or reference to the Confidential Information.
Recipient will not (a) use the Confidential Information other than for purposes of performing its obligations or exercising its rights under this Agreement or any Qualifying Agreement or (b) disclose any such Confidential Information to any third party, other than furnishing such Confidential Information to (i) its employees and consultants who are required to have access to the Confidential Information in connection with the performance of Recipient’s obligations or exercising its rights under this Agreement or any Qualifying Agreement; and (ii) professional advisers (e.g., lawyers and accountants); provided, however, that any and all such employees, consultants, and professional advisers are bound by written agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Section 9. Recipient will not allow any unauthorized person access to Discloser’s Confidential Information, and Recipient will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information.
If any Confidential Information is required to be disclosed by applicable law or court order, it may be disclosed to the extent of such requirement, provided that the Recipient will promptly notify Discloser in writing of such requirement and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection. In addition, either party may confidentially disclose the terms of this Agreement to an actual or potential financing source, investor or acquirer and accountants and advisors of any of the foregoing; provided, however, that any such recipient under either of the foregoing clause is bound by a written agreement (or in the case of attorneys or other professional advisors, ethical duties) requiring such recipients to treat, hold and maintain the terms of this Agreement on a confidential basis in accordance with the terms and conditions of this Section 9.
In the event of termination or expiration of this Agreement, the Recipient will: (a) cease using the Confidential Information of the Discloser and (b) if requested to do so in writing, either return it to the Discloser or destroy it along with all copies, notes or extracts thereof, and certify to its destruction within fifteen (15) days of receipt of such written notice.
10. Updates to this Agreement
ServiceTitan reserves the right to update this Agreement from time to time. You are responsible for reviewing this Agreement for changes. ServiceTitan will notify you of material updates to this Agreement, such as via email to the email address associated with your account or via a display banner on the Partner Program website. Your continued participation in the Partner Program after changes have been posted will constitute your acceptance to all changes to this Agreement.
Last revised: July 2023