SERVICETITAN, INC.

Partner Program Agreement

Welcome to the ServiceTitan Partner Program—a program crafted to forge strong relationships between partners and ServiceTitan and spotlight our partners to ServiceTitan customers (“Partner Program”).  In this ServiceTitan Partner Program Agreement, including all documents incorporated herein by reference (collectively, this “Agreement”), “we,” “us,” “our” and “ServiceTitan” refers to ServiceTitan, Inc. and its affiliates, and “you,” “your” and “Partner” refers to the eligible partner enterprise that has been accepted into the Partner Program by ServiceTitan.  You are agreeing to be bound by the terms of this Agreement by (i) clicking a check box indicating that you agree to the terms of this Agreement, (ii) being a party to another agreement or document that incorporates this Agreement by reference or (iii) using or accepting any benefits provided to you pursuant to the Partner Program. 

1. Agreement as Addendum to Your Other ServiceTitan Terms and Agreements

To be eligible for the Partner Program, you must have another written agreement with ServiceTitan to be a developer or partner of ServiceTitan (“Qualifying Agreement”). For clarity, the API Terms of Use is a Qualifying Agreement.  This Partner Program Agreement is an addendum to your Qualifying Agreement and not severable from such Qualifying Agreement. Your rights pursuant to this Partner Program Agreement terminate upon the termination of your Qualifying Agreement. 

In the event of a conflict between your Qualifying Agreement (or any other agreement between you and ServiceTitan) and this Agreement, the Qualifying Agreement or other agreement will control over this Agreement to the extent expressly provided in such other agreement and only to the extent of such conflict.  

2. Partner Program Application

The Partner Program is an application-based-program.  Application to the Partner Program does not guarantee inclusion in the Partner Program.  The qualification criteria for the Partner Program may change at any time without notice. Meeting any minimum requirements listed in a program guide or other ServiceTitan communication does not guarantee acceptance into the Partner Program or a particular tier status. 

3. Partner Program Benefits

The benefits of the Partner Program are listed on our website or will be otherwise communicated to you. The benefits include a listing in our Marketplace for all partners. Other benefits may differ by tier of partnership (e.g. silver, gold, titanium, or other similar designation).  The benefits may change over time and are subject to availability as determined by us in our sole discretion.  We will use reasonable efforts to provide you with notice of material changes.

4. Program Obligations

Your obligations as a partner in the Partner Program are listed on our website or will be otherwise communicated to you. The obligations may differ by tier and type of partnership (e.g. silver, gold, titanium, or other similar designation).  The obligations may change over time.  We will use reasonable efforts to provide you with notice of material changes, including providing you with a reasonable amount of notice to comply in the event of increases in obligations.

5. Partner Tier Designation 

After reviewing your application and determining that you are eligible to participate in the Partner Program, we will notify you via email or other written communication of the tier designation for which you qualify. Tier status is determined by us in our sole and absolute discretion and is reviewed each calendar year. Upon review we reserve the right to change your designated tier at our sole discretion and will notify you of any change to your tier status. 

If you were granted a particular tier status in a signed agreement or supplement with us, that tier status will remain in effect until the end of the term of that signed agreement or supplement, whichever comes first. Your tier status will be reviewed and may be changed by us at the end of that term; we will notify you in writing of any change to your tier status. In subsequent years your tier status will continue to be reviewed on an annual basis as detailed in the paragraph above.  

6. Branding; Attribution; Promotional Use; Intellectual Property Rights

“Brand Features” means trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

We grant you a nontransferable, non-sublicensable, nonexclusive license while you are in the Partner Program and this Agreement is in effect with you, to display the ServiceTitan Brand Features and any other marketing collateral we may provide to you, for the purposes of promoting and advertising the fact that you are a partner in the Partner Program.  

You may indicate you are a participant in the Partner Program by displaying the graphic we provide to you.  Your description of your participation in the Partner Program must be stated as follows: [Your Company Name] is a ServiceTitan [Optional: Silver/Gold/Titanium] partner for [description of your services/product].  

If your partnership tier changes for any reason, such as following a renewal, you must promptly begin using the appropriate graphic that is provided by ServiceTitan for your partnership tier. Use of ServiceTitan Brand Features is subject to our prior approval and any branding or usage guidelines posted on our website or otherwise provided to you, including our Trademark Usage Guidelines (available on our website). You must comply with all attribution requirements in the branding guidelines or otherwise provided to you. In addition, any press release or other public announcement relating to this Agreement, the Qualifying Agreement and your participation in the Partner Program must be approved by each party in advance. 

While you are in the Partner Program and this Agreement is in effect with you, you grant us the right to use your Brand Features in our promotion and advertising of the Partner Program, including in the Marketplace. 

Except as expressly stated herein, the Partner Program does not grant either of us any right, title, or interest in or to the other party’s Brand Features. All use by a party of the Brand Features of another party, including any goodwill associated therewith, will inure to the benefit of the party owning the Branding Features. Each party will promptly cease any use of the other party’s Brand Features upon written request.

If you provide feedback to us about our product or service offerings, we may use the feedback without restriction and without obligation to you. 

You shall not disparage ServiceTitan or the services and software we provide and will promote the same in a balanced and equitable manner compared to any competing services.

7. Fees; Autorenewal

Partner Program fees, such as an annual listing fee or other fees associated with the Partner Program, will be communicated to you in advance of your payment.  Partner Program fees that are indicated to be annual in nature will automatically be due and payable upon renewal of your enrollment in the Partner Program at the then-current fee amounts.  We will use reasonable efforts to notify you of fee increases, but we do not promise to provide such notice in advance of your receipt of an invoice representing a fee increase. At any time, you may decline renewal and terminate your participation in the Partner Program as set forth in Section 8 below.

All invoices are due and payable within thirty (30) days of the date of the invoice.  Unless otherwise agreed in writing, all fees paid pursuant to this Agreement are in U.S. Dollars and are non-refundable.  Payments made by credit card may be subject to transaction and other processing fees, and such fees are subject to change without notice from time to time. 

We may be required to charge sales or other tax on Partner Program fees pursuant to certain foreign, federal, state, provincial and local laws. Your invoice will reflect the taxes in effect at the time of invoicing based on your address. You must claim any exemption for all applicable taxes at the time of invoicing and provide all exemption certifications and email documentation to taxinquiry@servicetitan.com.

8. Term and Termination

We may terminate your participation in the Partner Program at any time upon notice to you in our sole and absolute discretion, however, if we exercise this right, you will receive a pro-rata refund of any prepaid, unused fees for the Partner Program. Notwithstanding the foregoing, if we terminate your participation in the Partner Program as a result of your breach of this Agreement, including non-payment of an invoice when due, or your breach of another agreement between you and ServiceTitan, you will not be entitled to any refund. For annual fees, pro-rata refunds will be determined by the portion of the year remaining in your then-current term.  

You may terminate your participation in the Partner Program at any time by emailing billing@servicetitan.com. Termination pursuant to the prior sentence does not entitle you to a refund of any fees.

Upon termination, your rights to the benefits of the Partner Program immediately cease, including use of the ServiceTitan Brand Features permitted by the Partner Program. For clarity, if you have rights to the ServiceTitan Brand Features under a Qualifying Agreement (or any other agreement between you and ServiceTitan), those rights are not affected by termination of this Agreement or your participation in the Partner Program.

When your Partner Program Agreement comes to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to Section 9 below. 

9. No Warranties

WE PROVIDE THE PARTNER PROGRAM AND ITS MATERIALS AND OUR BRAND FEATURES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE PARTNER PROGRAM OR ITS MATERIALS ARE FREE OF ERRORS, BUGS, OR INTERRUPTIONS, OR THAT THE CONTENT IS ACCURATE, COMPLETE OR OTHERWISE VALID.  

10. Confidentiality

“Confidential Information” means any information that is marked as confidential or proprietary or should reasonably be understood to be confidential or proprietary that is disclosed to the recipient (“Recipient”) by the discloser (“Discloser”), and includes without limitation, (a) a Discloser’s financial information, software, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts; and (b) as to ServiceTitan, the ServiceTitan products and services. Confidential Information excludes information that: (i) was rightfully in Recipient's possession without any obligation of confidentiality; (ii) is or becomes a matter of public knowledge through no fault of Recipient; (iii) is lawfully received by Recipient from a third party without violation of a duty of confidentiality; or (iv) is independently developed by or for Recipient without use of or reference to the Confidential Information. 

Recipient will not (a) use the Confidential Information other than for purposes of performing its obligations or exercising its rights under this Agreement or any Qualifying Agreement or (b) disclose any such Confidential Information to any third party, other than furnishing such Confidential Information to (i) its employees and consultants who are required to have access to the Confidential Information in connection with the performance of Recipient’s obligations or exercising its rights under this Agreement or any Qualifying Agreement; and (ii) professional advisers (e.g., lawyers and accountants); provided, however, that any and all such employees, consultants, and professional advisers are bound by written agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Section 10. Recipient will not allow any unauthorized person access to Discloser’s Confidential Information, and Recipient will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information. 

If any Confidential Information is required to be disclosed by applicable law or court order, it may be disclosed to the extent of such requirement, provided that the Recipient will promptly notify Discloser in writing of such requirement and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection. In addition, either party may confidentially disclose the terms of this Agreement to an actual or potential financing source, investor or acquirer and accountants and advisors of any of the foregoing; provided, however, that any such recipient under either of the foregoing clauses is bound by a written agreement (or in the case of attorneys or other professional advisors, ethical duties) requiring such recipients to treat, hold and maintain the terms of this Agreement on a confidential basis in accordance with the terms and conditions of this Section 10. 

In the event of termination or expiration of this Agreement, the Recipient will: (a) cease using the Confidential Information of the Discloser and (b) if requested to do so in writing, either return it to the Discloser or destroy it along with all copies, notes or extracts thereof, and certify to its destruction within fifteen (15) days of receipt of such written notice.

11. Updates to this Agreement

ServiceTitan reserves the right to update this Agreement from time to time.  You are responsible for reviewing this Agreement for changes. ServiceTitan will notify you of material updates to this Agreement, such as via email to the email address associated with your account or via a display banner on the Partner Program website.  Your continued participation in the Partner Program after changes have been posted will constitute your acceptance to all changes to this Agreement.

Last revised:  May 2024