Prior Versions: March 19, 2021
Last Updated: December 7, 2022
We may periodically make changes to this Agreement, and if we do we will post the changes on this page and will indicate at the top of this page the date this Agreement was last updated. You may view the most current version at https://www.servicetitan.com/legal/terms-of-use. We will also give you not less than thirty (30) days advance notice of any material changes, unless such material changes result from changes in laws, regulations, or requirements from telecommunications or other providers. Following such notice, your continued use of the Services on or after the date the updated version of this Agreement is effective and binding constitutes your acceptance of the updated version of this Agreement. The updated version of this Agreement supersedes all prior versions. If you do not agree to the updated version of this Agreement, you must stop using the Services immediately. You should periodically visit this page to review the current version of this Agreement so you are aware of any revisions. If you do not agree to abide by this Agreement, you will not access, browse, or use the Service.
THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE CUSTOMER TO SUBMIT CLAIMS CUSTOMER HAS AGAINST SERVICETITAN TO BINDING AND FINAL ARBITRATION, AND WAIVES EACH PARTY’S RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. UNDER THE ARBITRATION AGREEMENT, (1) CUSTOMER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SERVICETITAN ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) CUSTOMER WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
1. Account Registration
(a) Accounts; Authorized Users. You must register for and maintain an account with us to use the Service. When registering, you must provide accurate and complete information and promptly update this information. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may suspend or terminate your account and your use of the Service. Only your employees or contractors who are authorized to access the Service using a user identifier and password provided to you by us or set up by you (“Authorized Users”) may use your account to access and use the Service and conduct other activities with us. You are responsible for all activities that occur through your account. To protect your account from unauthorized use, you must keep your user identification and password and those of your Authorized Users secure. You must notify us immediately of any unauthorized use of your account or any other breach of security. If there is unauthorized use by anyone who obtained access to the Service directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by ServiceTitan to prevent or terminate unauthorized use of the Service. Certain features or functionality of the Service may only be accessed or used by a certain type of Authorized User and access to such features and functionality may be subject to specific Authorized User limits set forth in the agreement, order form or other document executed by you and us into which this Agreement is incorporated. See the User Specifications for more information. We reserve the right to prevent or limit usage of the Service in excess of such limits.
(b) Eligibility. You must be at least the age of majority in the jurisdiction in which you live (which in most jurisdictions is either 18 or 19 years of age) to use the Service. By entering into this Agreement, you represent and warrant to us that: (i) you are at least the age of majority in the jurisdiction in which you live; (ii) you have not previously been suspended or removed from the Service; and (iii) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
(c) Corporate Entities. If you are a Corporate Entity, you may allow Authorized Users working for your Affiliates to use the Service under your subscription to the Service, as long as the aggregate number of each type of Authorized User does not exceed those specified with respect to your subscription and as long as used in the operation of a single business. You agree that: (i) you will at all times be liable and responsible for all acts and omissions of your Authorized Users that use the Service (including any Authorized Users using the Service on behalf of the Affiliate) as though those acts and omissions were committed by you; and (ii) you agree (and you agree on behalf of your Affiliates) that your Affiliates and their Authorized Users may have access to the data and information accessible by their respective user types and ServiceTitan is not responsible for enforcing any data access restrictions between you and your Affiliates. “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, you control, by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies. If you registered for the Service under a name other than the legal name of a business, we may from time to time require you to verify that all licenses purchased by you are used only by you and your Affiliates and in the operation of a single business. If an Authorized User is using the Service in connection with the operation of more than one business, you must disclose this fact to us at the time of registration and renewal for the Service, as separate businesses require separate agreements with us. Failure to do so will constitute a breach of your obligations hereunder.
(d) User Specifications. As used in this Agreement:
a "Field User" means a natural person affiliated or associated with your business or under the direction of your business who: (i) is assigned sole or primary responsibility for performing a customer job by themselves, (ii) who functions in a leadership role for an install crew, and/or (iii) to whom or to whose activities revenue can otherwise be attributed.
Any individual that is assigned to a Field User subscription cannot be unassigned: (x) before the end of the subscription period in which they were so assigned and (y) without the approval of ServiceTitan. You may not, and you must ensure that your Field Users do not, share accounts with each other or any other individuals. You are responsible for ensuring that your Field Users (or anyone else using your accounts or the accounts of your Field Users) comply with the terms of this Agreement. Deactivation of an individual assigned to Field User subscription will result in such individual being unassigned from all jobs and removed from reporting functionality. Field User subscription types include, without limitation, Managed Technicians and Managed Installers.
“Administrative User” means a natural person affiliated or associated with your business or under the direction of your business who provides administrative or office support for a Field User and (i) who is not assigned sole or primary responsibility for performing a customer job by themselves, (ii) who does not function in a leadership role for an install crew or (iii) whose activities are not primarily responsible for generating revenue. Common examples of Administrative Users include Office Users, dispatchers, schedulers, call center users, business managers, account managers, sales representatives, customer support users and fleet operations personnel.
“Office User” means an Administrative User who is primarily responsible for the assistance of Field Users with correspondence, record keeping, making of appointments, and other similar administrative tasks.
Administrative User types may be included in subscription packages in specified quantities at no additional charge.
(a) Services. Subject to your complete and ongoing compliance with the terms and conditions of this Agreement and the terms of your subscription for the Service, ServiceTitan hereby grants to you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement to: (i) access and use the Service solely in connection with the internal business operations of a single business, and (ii) solely to facilitate the provision of the Service to you, download, install and use object code copies of any Mobile App(s) associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on mobile devices that you own or control, in each case solely for use by a number of Authorized Users that does not exceed the number of paid subscriptions in your account, with no substitution of such users except as expressly permitted. Each instance of this Agreement that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device. By way of example only, if you have 10 employees in your company, and if you have only paid for 3 Field Users (a type of Authorized User) subscriptions and you have only paid for 5 Administrative Users (another type of Authorized User), you are limited under this section for 3 individuals to access the Service as Field users, and for 5 individuals to access the Services as Administrative Users, without substitution. Certain features and functionality of the Service may be limited by number of transactions instead of number of Authorized Users, and you acknowledge and agree that after completing the number of transactions for which you have paid, such features and functionality may not be available to you unless and until you pay for additional transactions to be completed thereunder. Use of the Service by any number of individuals above the numbers provided by your subscription is a violation of this Agreement. Any number of individuals using the Service in excess of the number specified in your subscription will be subject to immediate additional subscription purchases to the payment method on file, prorated for any partial period. Further, if ServiceTitan provides you with any application programming interface (“API”) or software outside the Service (“Ancillary Software”, and together with the Service (including any Early Access Service), our website(s), and Mobile Apps, “ServiceTitan Technology”), ServiceTitan hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use that Ancillary Software solely in connection with your use of the Service.
(b) Early Access. If you obtain a subscription to a new feature or add-on to the Service designated by us as “Preview,” “Alpha,” “Beta,” “Early Access” or “Evaluation Services” (each an “Early Access Service”), notwithstanding any other terms to the contrary, you may use such Early Access Service only for your internal demonstration, test, or evaluation purposes. Early Access Services and all documentation and information provided by ServiceTitan in connection therewith constitute ServiceTitan Confidential Information. You agree to provide feedback with respect to any Early Access Service that we make available to you, and the intellectual property rights in or related to such feedback are as set out in Section 9.NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES AND OTHER KINDS OF PROMISES, EXPRESS, IMPLIED, OR STATUTORY FOR EARLY ACCESS SERVICES AND THEY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EARLY ACCESS SERVICES HAVE A NON-PERPETUAL, TIME-LIMITED SUBSCRIPTION TERM AND WE MAY “TIME-OUT” AND DISABLE THE EARLY ACCESS SERVICES OR OTHERWISE DISCONTINUE YOUR ACCESS AND USE OF THE EARLY ACCESS SERVICES AT ANY TIME AND FOR ANY REASON WITHOUT PRIOR NOTICE. You will not attempt to defeat or circumvent any duration mechanism for the Early Access Service and will not use any Early Access Service beyond the prescribed term of early access. Your use of an Early Access Service may be subject to additional terms and conditions that you must agree to when accessing the Early Access Service.
(c) Open Source Software. The Mobile Apps may contain or be provided together with open-source software. Each item of open-source software is subject to its own license terms, which can be found in the applicable settings, help, legal, notice, or about menu or source files of the Mobile App. If required by any license for particular open-source software, ServiceTitan makes such open-source software, and our modifications to that open-source software (if any), available by written request to firstname.lastname@example.org. Copyrights to the open-source software are held by the respective copyright holders indicated therein.
If you are current with payment of Service fees, and subject to any other agreement you may have for support for the Service, ServiceTitan will provide you with its standard technical support services relating to the Service, subject to ServiceTitan’s published support policies.
4. Fees and Payment
(a) General Payment Terms. Certain features of the Service may require you to pay fees, including all applicable taxes. Such fees may differ based on the specific features and functionality of the Service you subscribe to and the number of Authorized Users or transactions for which you purchase subscriptions with respect to such features and functionality. In addition, some Service features and functionality may require us to engage third-party service providers (e.g., telecom providers) and you agree that any charges imposed on us by such third parties with respect to your usage or the provision of the Service to you (e.g., per-message/SMS fees, regulatory fees or access charges) may be passed through to you. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise agreed, all fees are in U.S. Dollars and are non-refundable. Payments made by credit card, where permitted by ServiceTitan, may be subject to transaction and other processing fees and such fees are subject to change from time to time. ServiceTitan reserves the right to change the required method of payment at any time, upon notice to you (including in any invoice). You are responsible for updating your account information pursuant to written instructions provided by ServiceTitan should the required payment method change. If you agreed to purchase a minimum number of Authorized User subscriptions as part of registering for certain features and functionality of the Services (the “Minimum Subscription Level”), you must pay for at least that number of subscriptions during the applicable subscription term with respect to such features and functionality. Additional subscriptions may be purchased at the same pricing during the subscription term, with fees prorated for partial months, and you may make adjustments in the actual number of subscriptions from time to time, provided that you must always purchase a number of subscriptions equal to or greater than the Minimum Subscription Level. Monthly billing will be based upon the number of subscriptions at the beginning of the period, plus prorated billing for any added subscriptions and without reduction for subscriptions removed during the period. If you are not subject to a Minimum Subscription Level, you must at all times maintain at least one (1) active Field User subscription. All fees paid hereunder are non-refundable and non-recoupable. You agree that your purchases under this Agreement are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by us regarding future functionality or features.
(c) Additional Amounts Payable. We also process automatically recurring payments for periodic charges on additional services and individual charges as incurred. If you activate an additional service (e.g., a ServiceTitan Pro Product or Add-On) or incur usage fees (e.g., direct mail fees per piece), you hereby authorize ServiceTitan to periodically charge such fees, including on a going-forward basis and until cancellation of either the recurring payments or your account, and all other accrued sums on or before the payment due date for the accrued sums. The “Additional Subscription Billing Date” is the date when you purchase your first subscription to such an additional service. Your account will be charged automatically on the Additional Subscription Billing Date all applicable fees and taxes for the next subscription period. The subscription will continue unless and until you cancel the additional subscription or we terminate it. You must cancel a subscription before it renews in order to avoid being charged the next periodic subscription fee to your account. You may request cancellation of a subscription service by contacting us at: email@example.com.
(d) Taxes. ServiceTitan may be required to charge sales or other tax on products and services pursuant to certain foreign, federal, state, provincial and local laws, and may pass through regulatory, access, or usage fees or charges. Estimated or final taxes and charges are not included in this Agreement and shall be borne by Customer. Your invoice will reflect the final taxes in effect at the time of invoicing based on the address for the business(es). Customer must claim any exemption for all applicable taxes at the time of purchase and provide any/all exemption certifications and email documentation to firstname.lastname@example.org.
(d) Delinquent Accounts. ServiceTitan may, without notice, suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees, charges or expenses (including attorneys’ fees) that are incidental to any chargeback or collection of any unpaid amount, including collection fees.
5. Term and Termination
(b) Suspension. You agree to refrain from the following actions (which each constitute a material breach of the Agreement) and we may immediately, without notice, suspend your access to the Service if: (i) you breach any provision of this Agreement; (ii) you seek to hack the security mechanisms of the Service or we otherwise determine that your use of the Service poses a security risk to us or to another user of the Service; (iii) you introduce a malicious program into the network or a virtual machine instance; (iv) you cause network interference that affects Service performance for other customers; (v) you use the Service in a way that we determine, in our sole discretion, is abusive or disrupts or threatens the performance or availability of the Service; or (vi) we receive notice or we otherwise determine, in our sole discretion, that you may be using the Service for an illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party. Your access will be restored only if and when the reason for the suspension is resolved.
(c) Early Termination: If you want to terminate this Agreement before the term of this Agreement is over, you will owe a termination fee equal to all the remaining payments and you and we agree that the termination fee is based on an agreed minimum usage commitment by you and is not a penalty. The only exception is that you may terminate with thirty (30) days' written notice if ServiceTitan materially breaches this Agreement and does not cure the breach within thirty (30) days' of receiving your written notice.
(e) Retrieval of Customer Data. Upon Customer’s written request made on or prior to expiration or termination of the Agreement, ServiceTitan will give Customer limited access to the Service for a period of up to sixty (60) days after such expiration or termination, at no additional cost, solely for purposes of retrieving Customer Data (“Retrieval Period”). “Customer Data” means electronic data or information or business data submitted to the Service by Customer or any Authorized User or directly created by any such person for Customer’s use in connection with the use of the Service. Notwithstanding the foregoing, Customer Data does not include non-identifiable aggregated data compiled by ServiceTitan in connection with Customer’s (including its Authorized Users’) use of the Service. After such Retrieval Period and subject to ServiceTitan’s legal obligations with respect to access and rectification of personal information, ServiceTitan has no obligation to maintain or provide any Customer Data and shall be entitled to, except to the extent legally prohibited, delete Customer Data by deleting Customer’s account; provided, however, that ServiceTitan will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases ServiceTitan will continue to protect the Customer Data in accordance with the Agreement. Customer Data will be made available to authorized points of contact in a Microsoft SQL server backup format (.BAK) or standard Microsoft Tape Format (.MTF). For clarity, during the term of this Agreement, Customer may extract Customer Data using ServiceTitan’s standard web services.
6. Access to the Service; Modifications to the Service
We do not provide you with the equipment to access the Service. You are responsible for all fees charged by third parties to access the Service (e.g., Internet and/or mobile access charges). You agree and acknowledge that ServiceTitan may update and otherwise change the Service from time to time in its sole discretion at any time, provided that such modifications do not materially degrade any of the functionality or features of the Service to which you have subscribed. Notwithstanding the foregoing, we reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Service without notice And we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service, except that if we permanently discontinue the Service we will provide you, as your sole and exclusive remedy, and our sole and exclusive liability, a pro-rated refund representing the unused (as of the date of termination) portion of any subscription fees that you have paid in advance.
You must comply with all applicable foreign, federal, state, provincial, and local laws, including privacy, data protection and access to information laws, when using ServiceTitan Technology. For example, you are responsible for complying with all telephone recording laws and requirements, including notifying parties that telephone calls are being recorded when required. You are also responsible for, as applicable, complying with the Telephone Consumer Protection Act (TCPA), the telemarketing provisions of the Canadian Competition Act and Canada’s Anti-Spam Legislation (CASL), including ensuring that all voice calls, text messages and any other commercial electronic messages are sent with the recipients’ valid consent and include prescribed information and an effective unsubscribe mechanism, to the extent required. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to:
a. use ServiceTitan Technology for any illegal purpose or in violation of any local, state, provincial, national, or international law;
b. harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;
c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
d. use ServiceTitan Technology in violation of any applicable advertising and marketing laws such as CAN-SPAM, the TCPA, the FTC’s Telemarketing Sales Rule, Canada’s Anti-Spam Legislation (CASL), the telemarketing provisions of the Canadian Competition Act, and the CRTC Unsolicited Telecommunications Rules, including those that relate to (i) permitted calling times; (ii) customers’ consent to be contacted by telephone and/or text messages (including opt in/opt out consent where applicable and do not call lists); (iii) the required content of text messages and requirements for enabling and promptly implementing unsubscribe requests; (iv) any registration requirements relating to do not call lists; and (v) any notices that need to be given to potential customers during telephone calls.
e. import or transfer to ServiceTitan or the ServiceTitan Technology any data that is sensitive financial information (including credit card numbers), health information, medical information, pharmaceutical information, any personal information whatsoever about or regarding children under 13 years of age, or other sensitive or regulated information (for example, Social Security Numbers or Social Insurance Numbers);
f. interfere with security-related features of ServiceTitan Technology, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the ServiceTitan Technology except to the extent that the activity is expressly permitted by applicable law, and in such an instance you agree to provide us with prior written notice;
g. interfere with the operation of ServiceTitan Technology or any user’s enjoyment of ServiceTitan Technology, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of ServiceTitan Technology; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide ServiceTitan Technology;
h. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
i. sell or otherwise transfer the access granted under this Agreement or any right or ability to view, access, or use ServiceTitan Technology; or
j. attempt to do any of the acts described in this Section 7 or assist or permit any person in engaging in any of the acts described in this Section 7.
(a) Ownership. Except for the rights to access ServiceTitan Technology expressly granted to you in this Agreement, we retain all right, title, and interest in and to ServiceTitan Technology, including all related intellectual property rights. ServiceTitan Technology is protected by applicable intellectual property laws, including United States and Canadian copyright law and international treaties.
(b) Trademarks. The ServiceTitan name and logos are trademarks and service marks of ServiceTitan (collectively the “ServiceTitan Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to ServiceTitan. Nothing in this Agreement or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of ServiceTitan Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of ServiceTitan Trademarks will inure to our exclusive benefit.
If you provide feedback, comments, suggestions, or recommendations to us regarding the ServiceTitan Technology or ServiceTitan’s website (“Feedback”), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us a non-exclusive, fully-paid, royalty-free, perpetual and irrevocable license to exploit the Feedback in any manner and for any purpose.
(a) Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes non-public information or material you upload to the Service (including Customer Data). The Confidential Information of ServiceTitan includes ServiceTitan Technology and the terms and conditions of all customer success agreements, service orders, order forms, purchase orders and other ordering documentation (including pricing) and the proprietary materials provided to Customer in the course of Customer's implementation, including, but not limited to, guides, product descriptions and configuration tools (the "Materials"). The Materials are confidential and proprietary to ServiceTitan and Customer may only use them solely for the purpose of transitioning to and implementing the Service. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
Information for any purpose except to perform its obligations or exercise its rights under this Agreement. Subject to ServiceTitan’s rights under Sections 10, 17, and 18, ServiceTitan will not disclose your Confidential Information to any third party without your consent. This includes information about the pricing of the products and services that you might sell and promote through the Service. ServiceTitan may, however, disclose your Confidential Information if required by law or if ServiceTitan reasonably determines that disclosure is necessary to prevent harm to ServiceTitan or any third party. Your consent to disclosure shall be deemed given in the event that you access ServiceTitan or your ServiceTitan data through a third party application, solely with respect to disclosure in connection with your use of such third party application. If ServiceTitan is required by law to disclose any of that information or material, ServiceTitan will, to the extent permitted by law, court order, or applicable legal process, make reasonable efforts to provide you prompt written notice of that requirement prior to disclosure. Further, if you register for the Service through a referral or other promotional partner or through an industry or trade group with whom we have a commercial relationship, we may disclose information about your account to that referral partner or industry group in connection with that commercial relationship. For the avoidance of doubt, except to the extent required for compliance with applicable law, ServiceTitan will not directly contact your customers or make personally identifying or contact data regarding your customers available to any third party without your consent. Such consent will be deemed given, however, in the event that you access the Service or your ServiceTitan data through a third party application, solely with respect to disclosure in connection with your use of such third party application.
(c) Protection of Confidential Information. Receiving Party shall take reasonable measures to protect the secrecy of and avoid unauthorized disclosure and use of the Confidential Information of Disclosing Party. Without limiting the foregoing, Receiving Party shall take at least those measures that it employs to protect its own Confidential Information of a similar nature (but in no event less than a commercially reasonable standard of care) and shall ensure that its representatives who have access to Confidential Information of Disclosing Party have signed a nonuse and nondisclosure agreement in content at least as protective of Disclosing Party’s Confidential Information as the provisions of this Agreement, prior to any disclosure of Confidential Information to such Receiving Party. The Receiving Party shall reproduce Disclosing Party’s proprietary rights notices on any copies made by the Receiving Party in the same manner in which such notices were set forth in or on the original Confidential Information.
12. Processing of Personal Information
13. Warranties; Disclaimer
ServiceTitan warrants that the Service will, during the term of your subscription, materially conform to any description of the Service published by ServiceTitan. As ServiceTitan’s sole and exclusive liability for breach of this limited warranty, and your sole and exclusive remedy, ServiceTitan will make reasonable efforts to correct the non-conformity.
You represent and warrant that: (a) you will not upload or request that ServiceTitan import any information (including personal information) to the Service unless you have all consents, permissions and licenses necessary to do so and to authorize ServiceTitan’s collection, use, disclosure and retention of that information in accordance with this Agreement; and (b) your use of the Service will not subject ServiceTitan to any liability or cause ServiceTitan to violate any law, rule, or regulation or guideline.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 13: (I) THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS; AND (II) SERVICETITAN DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES AND PROMISES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED REPRESENTATION, WARRANTY, CONDITION, GUARANTEE OR PROMISE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY REPRESENTATION, WARRANTY, CONDITION, GUARANTEE OR PROMISE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SERVICETITAN DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SERVICETITAN DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR SERVICETITAN ENTITIES (AS DEFINED BELOW) OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY REPRESENTATION, WARRANTY, CONDITION, GUARANTEE OR PROMISE REGARDING ANY OF THE SERVICETITAN ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA (INCLUDING BACKUPS), INCLUDING CUSTOMER DATA AND USER CONTENT. YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE AND THAT WE WILL HAVE NO LIABILITY FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK. PROMOTIONAL GOODS (IF ANY) ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. ServiceTitan does not disclaim any warranty or other right that ServiceTitan is prohibited from disclaiming under applicable law.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SERVICETITAN ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE OR ARISING OUT OF OR WITH RESPECT TO ANY PRODUCTS OR SERVICES (INCLUDING PROFESSIONAL SERVICES) PROVIDED BY SERVICETITAN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SERVICETITAN ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SERVICETITAN ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STATUTE, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO SERVICETITAN FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; AND (B) $100.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE AN INDIVIDUAL USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “WARRANTIES; DISCLAIMER” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
To the fullest extent permitted by law, you are responsible for your use of the ServiceTitan Technology, and you will defend, indemnify and hold harmless ServiceTitan and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “ServiceTitan Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the ServiceTitan Technology; (b) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right, in connection with your use of the ServiceTitan Technology or any data, materials or information you provide to the Service; or (d) any dispute or issue between you and any third party, including but not limited to any expenses for chargebacks, fines or fees for which ServiceTitan becomes liable for as a result of your usage of ServiceTitan Payments and arising other than in connection with any act or failure to act on the part of ServiceTitan or defect with ServiceTitan Payments. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims. You will not settle or compromise any such claim without our prior written consent.
16. Force Majeure
A party shall neither be held liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for failure or delay in fulfilling or performing any obligation hereunder (other than an obligation for the payment of money) to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of such party including, but not limited to, fire, floods, embargoes, pandemics or epidemics, war, acts of war, riots, strikes, acts of God, or omissions or delays in acting by any governmental authority.
You may not assign this Agreement or any right, duty, or obligation under this Agreement, without ServiceTitan’s prior written consent, including, for the avoidance of doubt, to any acquirer of your business. If consent is given, this Agreement will bind your successors and assigns. Any attempt by you to transfer any right, duty, or obligation under this Agreement except as expressly provided in this Agreement is void. ServiceTitan may assign this Agreement or any right, duty, or obligation under this Agreement at any time without your consent.
In the event that Customer acquires other businesses or entities after the date of this Agreement, the employees and contractors of such businesses or entities may constitute Authorized Users under this Agreement only if such businesses are not ServiceTitan customers at the time of acquisition ("Non-ServiceTitan Acquisitions"). In the event that Customer acquires other businesses or entities after the date of this Agreement that at the time of acquisition are ServiceTitan Customers (“ServiceTitan Acquisitions”), all agreements between ServiceTitan and the ServiceTitan Acquisitions (including, but not limited to, agreements for core Managed Technician Licenses, Pricebook Pro, Marketing Pro, Phones Pro, professional services and/or other products or services) (“Acquired Entity Agreements”) shall continue in full force and effect in accordance with their terms. Nothing in this Section 17 shall be construed to allow the terms of any Acquired Entity Agreement to be assigned to or applicable to Customer, its affiliates or any other business or entity. Customer will provide prompt written notice to ServiceTitan in the event of any Non-ServiceTitan Acquisition or ServiceTitan Acquisition.
ServiceTitan may utilize one or more subcontractors or other third parties to perform its duties under this Agreement so long as ServiceTitan remains responsible for all of its obligations under this Agreement.
Except as otherwise expressly set forth in this Agreement, any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by postal mail or insured courier (in each case with delivery confirmation), to the appropriate party at the address set forth below for ServiceTitan, and at the address set forth in your account for you, and with the appropriate postage affixed. Alternatively, ServiceTitan may transmit notices to you via email to the email address specified in your account. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given upon delivery to the designated address.
801 N. Brand Blvd., Suite 700
Glendale, CA 91203
20A. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
(a) Generally. In the interest of resolving disputes between you and ServiceTitan in the most expedient and cost effective manner, and except as described in Sections 20A(b), (c) and (g), you and ServiceTitan agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SERVICETITAN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
(b) Exceptions. Despite the provisions of Section 20A(a), nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
(c) Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 20A within 30 days after the date that you agree to this Agreement by sending a letter to ServiceTitan, Inc., 801 N. Brand Blvd., Suite 700, Glendale, CA 91203 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once ServiceTitan receives your Opt-Out Notice, this Section 20A will be void and any action arising out of this Agreement will be resolved as set forth in Section 21. The remaining provisions of this Agreement will not be affected by your Opt-Out Notice.
(d) Arbitrator. Any arbitration between you and ServiceTitan will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting ServiceTitan. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
(e) Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). ServiceTitan’s address for Notice is: ServiceTitan, Inc., 801 N. Brand Blvd., Suite 701, Glendale, CA 91203. The Notice of Arbitration must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or ServiceTitan may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or ServiceTitan must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by ServiceTitan in settlement of the dispute prior to the award, ServiceTitan will pay to you the higher of: (A) the amount awarded by the arbitrator; or (B) $10,000.
(f) Fees. If you commence arbitration in accordance with this Agreement, ServiceTitan will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse ServiceTitan for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
(g) No Class Actions. YOU AND SERVICETITAN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND SERVICETITAN AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON OR ENTITY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
(h) Modifications to this Arbitration Provision. If ServiceTitan makes any future change to this arbitration provision, other than a change to ServiceTitan’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to ServiceTitan’s address for Notice of Arbitration, in which case your account with ServiceTitan will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
(i) Enforceability. If Section 20A(g) or the entirety of this Section 20A is prohibited by applicable law or found by a court of competent jurisdiction to be unenforceable, or if ServiceTitan receives an Opt-Out Notice from you, then the entirety of this Section 20A will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 21 will govern any action arising out of or related to this Agreement.
20B. Arbitration Agreement
(a) Agreement to Arbitrate. This Section 20B is referred to as the “Arbitration Agreement.” Customer agrees that any and all disputes or claims that have arisen or may arise between Customer and ServiceTitan, whether arising out of or relating to the Agreement, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that Customer may assert individual claims in small claims court, if Customer claims qualify. Customer agrees that, by agreeing to this Arbitration Agreement, Customer and ServiceTitan are each waiving the right to a trial by jury or to participate in a class action. This Arbitration Agreement includes all claims arising out of or relating to any aspect of the Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of the Agreement. Each party’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.
(b) Prohibition of Class and Representative Actions and Non-Individualized Relief. Customer and ServiceTitan agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both Customer and ServiceTitan agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
(c) Pre-Arbitration Dispute Resolution. ServiceTitan is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by emailing your designated ServiceTitan customer support team. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to ServiceTitan should be sent to ServiceTitan, Inc., 801 N. Brand Blvd., Suite 700, Glendale, CA 91203, ATTN: Legal. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If ServiceTitan and Customer do not resolve the claim within sixty (60) calendar days after the Notice is received, ServiceTitan or Customer may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by ServiceTitan or Customer shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or ServiceTitan is entitled.
(d) Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles County, CA; if the parties are unable to agree on a location within Los Angeles County, CA, the determination shall be made by AAA. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. If Customer’s claim is for $10,000 or less, ServiceTitan agrees that Customer may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If Customer’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
(e) Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
(f) Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
(g) Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) above are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
21. Governing Law
This Agreement is governed by the laws of the State of California without regard to conflict of law principles. Subject to Section 20A or 20B, as applicable, you and ServiceTitan hereby irrevocably and unconditionally submit and attorn to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles County, California for resolution of any lawsuit or court proceeding permitted under this Agreement. We operate the Service from our offices in California and offer the Service in the United States and Canada. We make no representation that the Service is appropriate or available for use in other locations. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
No waiver by any party of any of the provisions of this Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
If any part of this Agreement is found by a court of competent jurisdiction to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect.
25. Additional Terms
Your use of the Service is subject to all additional terms, policies, rules, product documentation, published materials or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
26. Consent to Electronic Communications
(b) By entering into this Agreement, you agree on behalf of yourself and any of your employees and contractors to receive calls and text messages from ServiceTitan and persons acting on our behalf at the telephone numbers you or they provided to us. You understand and agree that these calls and text messages may be made using an autodialer, artificial or prerecorded voice, or other automated technology. These communications may include operational communications concerning your account, communications regarding the Service and marketing communications. Standard text messaging rates will apply. This agreement to receive promotional calls and texts is not a condition of any purchase or of use of the Service.
(c) We and our affiliates and third party service providers may also communicate with you by email and push notifications in our Mobile Apps.
(d) IF YOU WISH TO OPT OUT OF COMMERCIAL EMAILS FROM SERVICETITAN, YOU CAN UNSUBSCRIBE BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL TEXTS, REPLY “STOP” TO A PROMOTIONAL TEXT OR SEND AN EMAIL TO OPTOUT@SERVICETITAN.COM WITH THE PHONE NUMBER AND YOUR REQUEST. TO OPT OUT OF PROMOTIONAL CALLS, PLEASE MAKE A DO NOT CALL REQUEST DURING ANY CALL YOU RECEIVE, OR CALL US AT (866) 622-0680.
27. Notice to California Residents
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
28. International Use; Export Control; Anti-Corruption
The Service is intended for use within the United States and Canada. We make no representation that the Service is appropriate or available for use outside of the United States and Canada. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No software (including the Mobile Apps) may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using any software (including the Mobile Apps) is at your sole risk. You certify that you are not on any of the relevant U.S. or Canadian government lists of prohibited persons, including the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List. You further certify that you will not export, re-export, ship, transfer or otherwise use the ServiceTitan Technology in any country subject to an embargo or other sanction by the United States, including Iran, Syria, Cuba, Sudan, Russia, the Crimea region of Ukraine, and North Korea and that you will not use the ServiceTitan Technology for any purpose prohibited by applicable export laws, including, but not limited to, nuclear, chemical, missile or biological weapons related end uses. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation of the above restriction, you will use reasonable efforts to promptly notify us at email@example.com.
29. Third-Party Services and Websites
(b) Google Maps. Google Maps presented to you through the Service are powered by Google. Your use of Google Maps is subject to the Google Maps Terms of Service, available online at https://www.google.com/intl/en-US_US/help/terms_maps.html, and https://www.google.com/intl/ALL/policies/privacy/index.html, and by using the Service, you are agreeing to be bound by such terms.
(c) Additional Third-Party Services. Certain additional terms that apply to your use of Third-Party Services within certain features or functionality of the Service are attached to this Agreement. If you access or use those features or functionality, you hereby agree to those additional terms.
30. Third-Party Distribution Channels
(a) Distribution Channels. This Section 30 only applies to the extent you are using our Mobile App on a mobile device. ServiceTitan makes available our Mobile App through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain our Mobile App through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. This Agreement is between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.
(b) Apple-Enabled Software. With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product, in addition to the other terms and conditions set forth in this Agreement, the following terms and conditions apply. You acknowledge that this Agreement is between you and ServiceTitan only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Mobile App or the content thereof. You may not use the Mobile App in any manner that is in violation of or inconsistent with the “Usage Rules” set forth for the Mobile App in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions. Your license to use the Mobile App is limited to a non-transferable license to use the Mobile App on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions, except that such Apple-Enabled Software may be accessed and used by other accounts associated with the purchaser via Apple’s Family Sharing or volume purchasing programs. Apple has no obligation to furnish any maintenance and support services with respect to the Mobile App. Apple is not responsible for any product warranties, whether express or implied by law. If the Mobile App fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the Mobile App, if any, to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Mobile App, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be ServiceTitan’s sole responsibility, to the extent it cannot be disclaimed under applicable law. Apple is not responsible for addressing any claims by you or any third party relating to the Mobile App or your possession and/or use of the Mobile App, including: (a) product liability claims; (b) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Mobile App and/or your possession and use of the Mobile App infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Mobile App. Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must comply with applicable third-party terms of agreement when using the Mobile App, e.g., your wireless data service agreement. If you have any questions, complaints, or claims with respect to the Mobile App, they should be directed to us as follows: firstname.lastname@example.org, 855-899-0970, 801 N. Brand Blvd., Ste. 700, Glendale, CA 91203.
(c) Google-Sourced Software. The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that this Agreement is between you and ServiceTitan only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (iii) Google is only a provider of Google Play where you obtained ServiceTitan’s Google-Sourced Software; (iv) ServiceTitan, and not Google, is solely responsible for the Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or this Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to ServiceTitan’s Google-Sourced Software.
31. Entire Agreement
This Agreement, along with any Additional Terms, and any agreements or order forms that reference this Agreement, are the final and complete expression of the agreement between these parties regarding your use of the Service. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of ServiceTitan has any authority to bind ServiceTitan with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. ServiceTitan will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Customer in any receipt, acceptance, purchase order, confirmation, correspondence, or otherwise, unless ServiceTitan specifically agrees to such provision in writing and signed by an authorized agent of ServiceTitan.
32. U.S. Government Restricted Rights
The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including any Mobile App or Ancillary Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Mobile Apps and Ancillary Software).
Additional Terms for ServiceTitan Telephony Functionality
(a) If you register to use ServiceTitan’s Phones Pro™ services or use other telephony services or functionality within the Service, your use of such services and functionality is subject to these additional terms and conditions.
(b) Phones Pro™ Upgrades and Downgrades. You may upgrade to ServiceTitan Phones Pro at any time during the month. For license upgrades to our ServiceTitan Phones Pro, you will be charged the prorated difference between the Standard and Advanced license fees for the remainder of the active billing cycle. Additional licenses for these services may be purchased at the same pricing during the term, with fees prorated for partial months, and you may make adjustments in the actual number of licenses from time to time, provided that you must always purchase a number of licenses equal to or greater than the Minimum Subscription Level as defined in your Customer Success Agreement (or other written agreement with us, as applicable).
(d) Charges. Our charges for telephony services may also include Federal Universal Service, Regulatory and Administrative Charges, and we may also include other charges related to our government costs. ServiceTitan sets these charges; they may also consist of taxes required by law. They are kept by ServiceTitan in whole or in part, and the amounts and what they pay for may be changed by ServiceTitan at any time.
(e) Whether or not you use ServiceTitan Phones Pro, North American phone numbers you port into the Services are handled in accordance with either the Federal Communications Commission (FCC) or Canadian Radio-television and Telecommunications Commission (CRTC) “local number portability” (LNP) rules. ServiceTitan ports local and toll-free numbers for Customers to use for call tracking and recording purposes in the Service. Any number that a Customer ports to the Service or obtains through the Service, will be owned by that Customer as owner of record. ServiceTitan will not attempt to hold or restrict the transfer of any such number or prevent an authorized port. All numbers that Customers port into the Service are eligible to be ported out at any time and such Customers remain the owner of record for those numbers while they are hosted through the Service. ServiceTitan does not impose any port in or port out fees.
(f) EMERGENCY CALLING AND 911.
Limitations of Calls to 9-1-1 and 911 Service
This is an explanation of your responsibilities and ServiceTitan Phones service limitations regarding emergency calls to 9-1-1 (911 Service). The term “911” also includes “Enhanced 911” or “E911,” which is 911 plus some location and call-back functionalities designed to locate callers in an emergency. E911 only works where 911 call centers called Public Safety Answering Points (PSAPs) have installed E911 capable equipment.
As a prerequisite to using any 911 Service, Canadian customers must also review and agree to the 9-1-1 Terms of Service provided to you by ServiceTitan.
Your Responsibility to Provide Location Information. As a condition of utilizing the ServiceTitan Phones service, you must provide the correct physical (civic) address information to ServiceTitan when setting up your Account (hereinafter “Registered Location”). You may update your Registered Location at any time through the ServiceTitan portal. It is important that you keep the Registered Location current and update it whenever you change your location. You are responsible for keeping your Registered Location current and accurate at all times, as well as training any users of your account to update location information as needed. ServiceTitan may rely on whatever location information is available at the time of the call (which may include mobile device geolocation information and/or your Registered Location) to route your call to an appropriate PSAP, and you may be asked for your name, telephone number, and location during an emergency call. You agree that ServiceTitan may, whenever you dial 9-1-1, and without further notice to you, use or disclose personal information, including but not limited to data such as a civic address that you have provided and/or device-based location information (including, but not limited to, horizontal and vertical location coordinates).
General 911 Service Limitations. You acknowledge that circumstances may cause 911 Service to be limited or unavailable, such as:
power outages or other loss of electrical or battery power,
the PSAP’s ability or willingness to receive and respond to an emergency call or text message,
the device is not located in the United States of America or Canada, and/or
other technical limitations.
You further acknowledge that even though ServiceTitan will make commercially reasonable efforts to route your 911 call to the appropriate 911 emergency dispatch center or PSAP, calls may be routed to a PSAP covering a neighboring or distant area due to incorrect location information supplied by you, inaccurate or unavailable routing information, mechanical failure, and error. When you call 9-1-1, tell the responder where you are (i.e., identify the physical location where you can be found).
ServiceTitan completes telephone calls using VoIP technology and is intended primarily for use within the domestic United States and within Canada. VoIP telephony is fundamentally different from traditional telephone service and has inherent limitations that include, but are not limited to, relocation of end user customer premises equipment, use of a non-native telephone number, broadband connection failure, loss of electrical power, and delays that may occur in making a Registered Location available in or through the Automatic Location Information database used to provide location information to PSAPs.
Warnings to end users. You must notify end users of ServiceTitan Phones about the 911 limitations of ServiceTitan Phones as outlined in this Agreement. You acknowledge and will complete all advisory notices and certifications received from ServiceTitan Phones regarding 911 service.
Limitations on Liability. As a provider of emergency communications for purposes of the Federal NET 911 Act, ServiceTitan asserts immunity and other protection from liability under both state and federal law in connection with its provision of 911 dialing service as part of any Internet-based Service. In addition, ServiceTitan disclaims all responsibility for the conduct of local emergency response centers and the national emergency calling center. ServiceTitan does not have any control over any local emergency response center or the national emergency calling center. Therefore, ServiceTitan is not responsible for whether those centers answer calls made using ServiceTitan’s 911 dialing service, how they answer such calls, or how they handle them. ServiceTitan relies on third parties to assist in routing 911 dialing calls to local emergency response centers and/or, to the extent permissible under federal law, to a national emergency calling center. ServiceTitan cannot ensure that your local emergency service provider is capable of handling 911 calls from Internet-based service users. Accordingly, ServiceTitan is neither liable nor responsible if the data used by a third party to route such calls is incorrect or produces an erroneous result. Neither ServiceTitan nor its officers, directors, shareholders, employees, agents or subcontractors may be held liable for any claim, damage, loss, fine, penalty, cost, and/or expense (including, without limitation, any and all attorneys’ fees) by, or on behalf of, any ServiceTitan customer or any third party or user of ServiceTitan’s Service, relating to or arising out of ServiceTitan Phones, including, without limitation, 911 dialing, or any device used in connection with ServiceTitan Phones.
ServiceTitan Payments™ Additional Terms
(a) Your use of ServiceTitan Payments (“Payments”) is subject to the following additional terms and conditions.
(b) PCI DSS Compliance. In the course of using Payments, Customer will have access to and may collect, access, use, store, process, dispose of, or disclose credit, debit, or other payment cardholder information. Customer agrees and acknowledges that Customer shall at all times remain in compliance with Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at Customer's sole cost and expense. ServiceTitan agrees and acknowledges that ServiceTitan is responsible as well for the security of cardholder data that we possess or otherwise store, process, or transmit on behalf of the Customer and to the extent that ServiceTitan could impact the security of Customer’s cardholder data environment.
(c) Indemnification. To the fullest extent permitted by law, you are responsible for your use of Payments, and you will defend and indemnify the ServiceTitan Entities from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with your use of Payments, including, for the avoidance of doubt, any expenses for chargebacks, fines or fees for which ServiceTitan becomes liable for or otherwise incurs.
(d) Personal Guarantees. At any time or from time to time, ServiceTitan may require that Customer provide a personal guarantee from a suitable person in order to begin or continue using ServiceTitan Payments. ServiceTitan may at any time and without notice suspend Customer’s use or access to ServiceTitan Payments pending the delivery of such a guarantee and, if Customer refuses to provide or otherwise cannot provide such a guarantee within five (5) business days, ServiceTitan shall be entitled to suspend or terminate Customer’s access to ServiceTitan Payments as it deems fit without penalty or liability.
Pricebook Pro™ Additional Terms
(a) Your use of ServiceTitan’s Pricebook Pro service (“Pricebook Pro”) is subject to the following additional terms and conditions.
(b) Restrictions on Pricebook Pro Content. You will not distribute, communicate, rent, lease or otherwise transfer the Pricebook Pro Content (other than Your Content through the ServiceTitan Service) to any third parties. You will not remove, modify, or obscure any ServiceTitan or third party proprietary rights notices embedded in the Pricebook Pro Content.
(c) Termination. Upon termination of your Pricebook Pro subscription, ServiceTitan will allow you to access Your Content for a limited period of thirty (30) days for the purpose of removing ServiceTitan-provided content from Your Content. Subject to Section 5(e) above and ServiceTitan’s agreement that all ServiceTitan-provided content (or content derived from ServiceTitan-provided content) has been removed from Your Content, ServiceTitan will then permit you to export Your Content from Pricebook Pro.
Marketing Pro™ Additional Terms
Your use of ServiceTitan’s Marketing Pro service (“Marketing Pro”) is subject to the following additional terms and conditions.
(a) Fees for Marketing Pro. The fees you will pay for ServiceTitan Marketing Pro will depend on the number of email contacts in your Marketing Pro account as set forth on the cover page of your Customer Success Agreement, the number and types of direct mail pieces you order and the individual features you subscribe for and use. Per piece fees will be charged as incurred. Marketing Pro fees are billed in arrears at the end of each month based on the usage and tier of service as of the billing date. All fees paid hereunder are non-refundable and non-recoupable (including with respect to any returned mail pieces).
(b) Compliance with Law. You represent and warrant that your access to and use of Marketing Pro will comply with all applicable laws, rules and regulations, including but not limited to those that relate to privacy and data protection and to the sending of electronic communications. You further represent and warrant that you have a lawful basis for processing and sending Your Content and communications to your customers, business contacts or followers who consent to receiving marketing or promotional messages from you or on your behalf (“Contacts”), whether through legally appropriate express consents or otherwise. When using the ServiceTitan Service, you may import data, including personally identifiable information, regarding your Contacts (“Contact Data”). You will not provide ServiceTitan or upload to Marketing Pro, or take any actions with respect to, any of Your Content or Contact Data for which you do not have a lawful basis for processing, permissions or consents in accordance with applicable privacy and data protection laws, nor information that is illegal or inappropriate. ServiceTitan reserves the right to remove illegal or inappropriate content. You (and not ServiceTitan) are responsible for ensuring that you meet all legal obligations (including notice, consent, and prescribed information and unsubscribe mechanisms) for sending communications to individuals in the jurisdictions where they reside. While Marketing Pro allows you to manage and access consents and other Contact Data, you acknowledge and agree that you, and not ServiceTitan, have sole responsibility for maintaining all records relating thereto. You are solely responsible for determining whether Marketing Pro is suitable for use in light of any laws and regulations that govern your entity, industry, or relationship with your own Contacts, including but not limited to consumer protection, anti-spam, privacy, advertising, intellectual property or other laws. You may not use Marketing Pro for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, the Canadian Competition Act, Canada’s Anti-Spam Legislation, any Canadian Human Rights Code, or other laws that apply to commerce. The guidelines below are examples of practices that may violate this Agreement or applicable law when generating or sending commercial electronic messages (“Emails”) through Marketing Pro:
a. Using non-permission based Email lists (i.e., lists in which each recipient has not explicitly granted permission to receive Emails from you by affirmatively opting-in to receive those Emails);
b. Using purchased or rented Email lists;
c. Using third party email addresses, domain names, or mail servers without proper permission;
d. Sending Emails to non-specific addresses (e.g., email@example.com or firstname.lastname@example.org);
e. Sending Emails that result in an unacceptable number of spam or Unsolicited Commercial email (UCE) complaints (even if the Emails themselves are not actually spam or UCE);
f. Failing to include a working “unsubscribe” link in each Email that allows the recipient to remove themselves from your mailing list;
g. Failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request;
i. Disguising the origin or subject matter of any Email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any Email;
j. Failing to include in each Email your valid physical mailing address or a link to that information; and
k. Including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any Email that encourages a recipient to forward the Email to another recipient.
(d) Third Party Data. Certain functions and features of Marketing Pro make use of data licensed from or owned by third parties (“Third Party Data”). ServiceTitan may charge incremental fees in connection with your access to such Third Party Data. You may use this Third Party Data solely in connection with your use of Marketing Pro and for internal analysis, and you shall not use any such Third Party Data for reproduction, sale, publication, or any other use in relation to any product or service to be provided to any third party, or any other commercial exploitation except as expressly consented to by ServiceTitan. Third Party Data remains the property of its owner, and you will not acquire any proprietary rights in or to the Third Party Data, and you acknowledge that the Third Party Data is a valuable commercial product, the development of which has involved the expenditure of substantial time and money. You acknowledge that some Third Party Data is sourced from public documents or statistical calculations, is provided on an “as is, as available” basis with all faults and defects, and neither the owner/licensee of such Third Party Data nor ServiceTitan makes any warranties, express or implied, including without limitation, those of merchantability and fitness for a particular purpose. Further, neither owner/licensee of such Third Party Data nor ServiceTitan are responsible for errors, omissions, miscalculations, or misrepresentations of value. Any use of or reliance on Third Party Data by you is at your own risk.
(e) Termination. Upon termination of your Marketing Pro subscription, ServiceTitan will allow you to access Your Content for a limited period of 30 days for the purpose of removing all ServiceTitan-provided content from Your Content. Subject to Section 5(e) above and ServiceTitan’s agreement that all ServiceTitan-provided content (or content derived from ServiceTitan-provided content) has been removed from Your Content, ServiceTitan will then permit you to export Your Content from Marketing Pro.
FLEET PRO™ ADDITIONAL TERMS
Your use of ServiceTitan’s Fleet Pro service is subject to the following additional terms and conditions.
1. Fleet Pro is powered by Azuga, Inc. (“Azuga”), and your purchase or lease of any hardware (including any GPS-enabled wireless data communication hardware) sourced from Azuga (“Azuga Hardware”), as well as your use of the services provided by Azuga (“Azuga Services”), are subject in all respects to the Azuga terms and conditions located here: https://www.azuga.com/eula/ (the “Azuga Terms”). By subscribing to Fleet Pro, and/or ordering any Azuga Hardware, you acknowledge and agree to the Azuga Terms.
2. You acknowledge and agree that you will, as a prerequisite to your use of Fleet Pro and any Azuga Hardware or Azuga Services, read and express your assent to the Azuga Terms in the manner specified therein. The Azuga Terms are subject to amendment from time to time in Azuga’s sole discretion and without notice to you. You are responsible for regularly reviewing the latest version of the Azuga Terms and any continued use of the Azuga Hardware or Azuga Services following an amendment to the Azuga Terms will constitute your acceptance of such amended Azuga Terms. By subscribing to or otherwise using Fleet Pro, you expressly agree to the transmittal and sharing of your data, including Customer Data, between Azuga and ServiceTitan. Any and all data received by ServiceTitan from Azuga in connection with your use of Fleet Pro constitutes Customer Data.
4. SERVICETITAN MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE AZUGA HARDWARE OR AZUGA SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; AND/OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SERVICETITAN, OR ANY OTHER PERSON ON SERVICETITAN’S BEHALF. THE AZUGA HARDWARE AND AZUGA SERVICES ARE PROVIDED HEREUNDER ON AN “AS-IS” AND WITH ALL FAULTS BASIS. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER’S USE OF AZUGA HARDWARE AND AZUGA SERVICES IS AT CUSTOMER’S OWN DISCRETION AND RISK.
5. Customer represents and warrants that (a) it has the necessary right and authority to disclose and allow for the recording of all data and information disclosed, provided to, retrieved or observed by Azuga and/or ServiceTitan with respect to the Azuga Services and Fleet Pro; (b) Customer has complied with all applicable laws and regulations regarding such disclosures and recordings; (c) all data and information disclosed or provided to ServiceTitan and/or Azuga by Customer hereunder with respect to the Azuga Services and Fleet Pro will comply with all applicable laws, and will not infringe the copyright, trade secret, privacy, publicity, or other rights of any third party; and (d) Customer shall not disclose, license, publish, disseminate, transfer, lease, or otherwise make available any audiovisual or other data related to the Azuga Services and Fleet Pro unless Customer has all necessary right and authority to take such action. Customer shall obtain all requisite approvals and authorizations from its personnel for any purpose necessary in connection with the creation, display, analysis and distribution of all data collected hereunder with respect to Fleet Pro and the Azuga Services.
6. To the fullest extent permitted by law, you are responsible for your use of Fleet Pro, and you must ensure that you comply with all applicable laws, rules, and regulations in connection therewith, including without limitation all applicable privacy laws in connection with your collection and use of data in connection with Fleet Pro, and your installation and mounting of any Fleet Pro hardware in a vehicle. You agree to defend and indemnify the ServiceTitan Entities from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with your use of Fleet Pro, including, without limitation, any claims alleging that you failed to comply with all applicable laws, rules and regulations, including those relating to privacy.
7. Warranty claims with respect to the Azuga Hardware must be made per the process set forth in the Knowledge Base or as otherwise instructed by ServiceTitan.
SCHEDULE ENGINE ADDITIONAL TERMS
Your use of Schedule Engine Services is subject to the following additional terms and conditions.
1. Definitions. When used in these Schedule Engine Additional Terms, the following terms shall have the meanings as follows:
"Billable Chat" means a Live Chat that (i) lasts at least 1 minute, and (ii) is not marked as spam at the reasonable discretion of ServiceTitan personnel.
"Billable Minute" means a minute or fraction thereof during which a ServiceTitan agent is engaged in providing Live Voice Services to Customer or Customer’s customer and not engaged in activities not considered billable in accordance herewith and with applicable Documentation.
"Booking" means a segment of time determined by Customer and/or ServiceTitan in applicable documentation and scheduling availability during which Customer has availability and is scheduled by ServiceTitan personnel via the Schedule Engine Services or otherwise to provide services to a given Customer.
"Emergency" means an issue or circumstance communicated by Customer's customer that in Customer's determination or ServiceTitan's reasonable discretion requires immediate or high priority attention.
"Escalations" means a Schedule Engine Service by which ServiceTitan personnel receive and answer telephone calls from Customer's customer on behalf of Customer during the dates and times agreed upon by ServiceTitan and Customer from time to time for the purposes of (i) determining whether Customer is experiencing an Emergency, and (ii) follow Customer's Emergency escalation protocols as determined by ServiceTitan and Customer in accordance with applicable documentation.
"Live Chat" means a Schedule Engine Service by which ServiceTitan personnel receive and answer electronic messages from Customer's customers on behalf of Customer via Schedule Engine Services available in Customer's websites for the purposes of (i) providing limited customer service in accordance with applicable documentation, (ii) generating and/or requesting Bookings in Customer's dispatch systems or via available Integration or means of communication as set forth in the applicable documentation.
"Live Voice" means a Schedule Engine Service by which ServiceTitan personnel receive and answer telephone calls from Customer's customers on behalf of Customer during the dates and times agreed upon by ServiceTitan and Customer from time to time for the purposes of (i) providing limited customer service to Customers in accordance with applicable documentation, (ii) generating and/or requesting Bookings in Customer's dispatch systems or via available Integrations or means of communication as set forth in the applicable documentation.
"Metered Service" means a Schedule Engine Service that is provided by ServiceTitan to Customer on a metered basis and for which Customer is charged a per-usage fee at the applicable rates for the corresponding billing period.
2. Live Services. This Section governs the provision of the following Services provided by ServiceTitan to Customer: Live Chat, Live Voice and Emergency Escalation (as each is defined above and which may be referred to as the "Live Services").
2.1 ServiceTitan Obligations. ServiceTitan shall provide the Live Services selected in the Customer Success Agreements and/or Order Forms to which this Section refers, provided that Customer (i) has requested and/or activated any such Live Services via the Schedule Engine Services in accordance with the documentation, (ii) has provided the required Customer Content and any other information set forth in applicable documentation, (iii) has activated the necessary features and services in Customer's systems that will allow ServiceTitan to provide the Schedule Engine Services in accordance herewith and with applicable documentation, (iv) has paid all applicable implementation fees, and (v) is not otherwise in default of any of its payment obligations or other obligations under this Agreement.
2.2(a) Metered Services. Customer acknowledges that all Schedule Engine Services which this Section governs are Metered Services. Accordingly, Customer will receive a bill following each billing period with detailed information for each activated Service for which fees were generated in accordance with the relevant Customer Success Agreement and/or Order Form.
2.2(b) Live Voice Wrap-up Time. Each Live Voice call received and answered by ServiceTitan shall include an additional 1.5 Billable Minutes after such call to allow for the applicable ServiceTitan agent to complete the necessary notes for Customer's records and finalize the call records.
2.2(c) Tiered Billing. If applicable, Metered Services to which this Section refers shall be billed in tiers at the price per measurable unit set forth in the Order Form which corresponds to the number of measurable units that fall within a given tier, for the applicable billing period.
3. Field User Update; Audit. If Customer has subscribed to the Schedule Engine Services only and does not have corresponding ServiceTitan Field User subscriptions, Customer agrees to notify ServiceTitan within 14 days if the number of Customer's Field Users changes in a manner such that Customer's Schedule Engine subscription fees will change in accordance with the applicable Customer Success Agreement and/or Order Forms. Failure to do so may result in, at ServiceTitan's election, back-billing of Customer for due and unpaid Schedule Engine subscription fees from the date at which ServiceTitan reasonably believes that Customer's Schedule Engine subscription fees changed due to a change in the number of Field Users. Without limiting the foregoing, on thirty (30) days' prior written notice, during the Subscription Term (including any Additional Term), ServiceTitan or its representatives may at its own expense audit and copy from Customer's books, records, and other documents to verify Customer's Field User count hereunder. ServiceTitan may conduct any audit under this Section at any time during Customer's regular business hours on business days, remotely or at Customer's principal place of business and shall not unreasonably interfere with Customer's course of business; provided, however, that ServiceTitan shall not exercise its audit rights under this Section more than once per twelve (12) month period. If any audit under this Section reveals Customer's past under-reporting of Field Users under this Agreement, then Customer must correct such underpayment by paying ServiceTitan all sums determined to be due under this Section in full within thirty (30) days after receiving a written report and substantiation of the inaccuracy.