ServiceTitan Referral Program Terms and Conditions
2023-2024
These Terms and Conditions (“Terms”) and the Referral Program (as defined below) are effective as of May 1, 2023, (the “Effective Date”) through December 31, 2024.
The ServiceTitan 2023-2024 Referral Program (“Referral Program”) allows current ServiceTitan, Inc. (“ServiceTitan”) customers and prospective customers in the ServiceTitan Sales Process (as defined below) and trade associated professionals who have contacts in the home or commercial services industry (collectively, “Referrers” or “you”) to earn rewards for referring potential customers of certain ServiceTitan products and services, subject to these Terms. ServiceTitan and Referrer may hereinafter be referred to together as the “Parties” and each, a “Party”.
1. DEFINITIONS
1.1 "Confidential Information" means any non-public information that relates to the actual or anticipated business, research, or development of each Party and any proprietary information, trade secrets, and know-how of each Party that is disclosed to the other Party, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information includes, but is not limited to, research, product plans, products, services, customer lists, development plans, inventions, processes, formulas, technology, designs, drawings, marketing, finances, and other business information. Confidential Information disclosed by each Party is the sole property of the disclosing Party.
1.2 “Ideal Customer Profile” means a prospective customer whose contractor business: 1) is fully supported by the ServiceTitan software-as-a-service-system in the USA or Canada, as determined in ServiceTitan’s sole discretion, and 2) employs a minimum of three (3) revenue generating technicians in the field and one (1) full time office personnel.
1.3 “Incentive Payment” means 1) with respect to your first, second and third Referred Customer, $1,000 per referral, 2) with respect to your fourth through tenth Referred Customer, $2,000 per referral, 3) with respect to your eleventh and all subsequent Referred Customers, $5,000 per referral and 4) in lieu of any of the foregoing payments (as determined by ServiceTitan in its sole discretion), up to $10,000 for each Referred Customer with thirty (30) or more revenue generating technicians regardless of how many Referred Customers you have submitted during the Term.
1.4 “Referral Procedure” means the Referrer must submit a registration for a prospective customer into ServiceTitan’s referral program by submission through the referral program website, by other means identified there or by any other means established by ServiceTitan.
1.5 “Referral Reward” means the reward amount payable to Referrer pursuant to these Terms, as set forth in Section 2.2.
1.6 "Referred Customer” means a Referred Prospect who purchases via an executed written agreement, one or more software-as-a-service seat licenses for the use of the ServiceTitan SaaS Platform, within forty-five (45) days of the demo referenced in Section 2.2(a), and (ii) is utilizing such licenses in a live, production environment three (3) calendar months after the applicable purchase date.
1.7 “Referred Prospect” means a prospective customer that also, in ServiceTitan’s sole judgment, satisfies each of the following conditions:
(a) meets the Ideal Customer Profile;
(b) is submitted into the Referral Program in accordance with the Referral Procedure;
(c) has not previously purchased and is not currently subscribed to the ServiceTitan SaaS Platform;
(d) is not in the Sales Process at the time of the referral or during the prior six (6) months;
(e) has not been submitted previously to the Referral Program by you or another party during the prior two (2) months;
(f) has not been submitted to any other discount or incentive program operated by ServiceTitan and for which customer no referral compensation has been paid; and
(g) is not a “self-referral,” which means such referral was not referred by, employed by, nor affiliated with the applicable Referrer or Referrer’s business.
1.8 “Sales Process” means the communications and processes in which ServiceTitan engages a potential customer with the intention to sell ServiceTitan products and services.
1.9 “ServiceTitan SaaS Platform” means the core ServiceTitan software-as-a-service system (excluding any ServiceTitan Pro products or upsell products and any services).
1.10 “ServiceTitan Site” means www.servicetitan.com or any subdomain or other site controlled by ServiceTitan, including without limitation, the ServiceTitan products and services are offered, and all successors to such sites.
2. OBLIGATIONS; EXCEPTIONS AND EXCLUSIONS
2.1 Reservation of Rights. ServiceTitan reserves the right to refuse to sell ServiceTitan products and services to any person for any reason. In addition, ServiceTitan in its sole discretion may cease selling ServiceTitan products and services at any time to any customer including those referred by you for any reason in accordance with ServiceTitan’s agreements with those customers.
2.2 Referral Rewards.
a. Demo Reward. For each Referred Prospect that schedules and attends a demo with ServiceTitan of the ServiceTitan SaaS Platform within thirty (30) days of Referrer’s referral submission in accordance with these terms, ServiceTitan will pay you a one-time payment of $500.
b. Referred Customer Reward. In addition to the Demo Reward, for each Referred Prospect that converts to a Referred Customer during the Term, ServiceTitan will pay you the applicable Incentive Payment.
c. Payment of Rewards. Payment of any Referral Rewards will be made following the end of the calendar quarter in which they are earned, as determined by ServiceTitan in its sole discretion. ServiceTitan may contact you using the contact information you have provided to ServiceTitan to arrange for payment of your Referral Reward. If you do not respond to any given communication from ServiceTitan regarding payment of your Referral Reward within thirty (30) days or have not provided your contact information to ServiceTitan, you are deemed to have forfeited such Referral Reward, and ServiceTitan shall no longer owe any amounts earned by you during that applicable quarter. The method of payment of Referral Rewards shall be determined by ServiceTitan in its sole discretion.
d. Multiple Rewards. In the event that an incentive, discount or other compensatory reward is, or is claimed to be, payable by ServiceTitan to more than one referrer (including Referrer) or ServiceTitan customer or partner for a given Referred Customer, such Referred Customer may request that ServiceTitan pay the reward to its preferred person or entity, which ServiceTitan will make commercially reasonable efforts to honor; provided, however, that the recipient of the reward will ultimately be determined by ServiceTitan in its sole discretion. Notwithstanding anything to the contrary, ServiceTitan shall not be obligated to pay a Referral Reward to Referrer for a Referred Customer if more than one referrer (including Referrer) or ServiceTitan customer or partner is claiming an incentive, discount or compensatory reward for such Referred Customer.
2.3 Billings and Payments. ServiceTitan will be responsible for billing customers for the use of ServiceTitan products and services, collecting payments and calculating amounts payable pursuant to these Terms. ServiceTitan shall not be required to provide any Referred Customer information to Referrer in support of any such calculation or for any reason.
3. REPRESENTATIONS AND WARRANTIES. By participating in the Referral Program and agreeing to these Terms, you represent and warrant that: (a) you have the full right, power and authority to do so and to enter into these Terms and to perform your obligations hereunder; (b) your participation in the Referral Program and your performance under these Terms does not and will not conflict with or result in a breach (including with the passage of time) of any other agreement to which you are a party or give rise to a conflict of interest between you or any other person or entity; and (c) these Terms constitute a valid and binding agreement by you and are enforceable against you (except as may be limited by public policy or creditors’ rights generally).
4. COMPLIANCE WITH LAWS. You will comply with all applicable federal, state and local laws, rules, regulations and ordinances while participating in the Referral Program and performing your obligations under these Terms. Neither Party shall, directly or indirectly, make a bribe or other illegal gift or payment, or offer, promise or authorize a bribe or other illegal gift or payment to any public or private person or entity, in connection with these Terms.
5. INDEMNIFICATION. You will indemnify, defend, and hold harmless ServiceTitan, its affiliates, and their directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any failure by you to participate in the Referral Program or perform your obligations under these Terms in accordance with all applicable laws, rules, regulations and ordinances, (b) any violation or claimed violation of a third party’s rights resulting in whole or in part from ServiceTitan’s use of your work product or any information or documentation provided by you to ServiceTitan under these Terms; (c) your failure to be classified as an independent contractor with respect to the Referral Program or (d) your participation in the Referral Program.
6. DISCLAIMER OF WARRANTIES. SERVICETITAN MAKES NO REPRESENTATIONS OR WARRANTIES TO REFERRER WITH RESPECT TO THE SERVICETITAN PRODUCTS AND SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER UNDER TORT, CONTRACT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SERVICETITAN’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE REFERRAL PROGRAM EXCEED THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE BY EITHER PARTY TO THE OTHER UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRIOR TO ANY SUCH CLAIM OF LIABILITY.
8. TERM AND TERMINATION
8.1 Term. These Terms and the Referral Program shall commence on the Effective Date and shall continue in effect through January 31, 2024 (the “Term”).
8.2 Termination. Without prejudice to any other right or remedy available at law or in equity in respect of any event described below, and notwithstanding anything to the contrary set forth herein, the Referral Program may be terminated by ServiceTitan at any time and without penalty, in ServiceTitan’s sole and absolute discretion, without notice to Referrer.
9. COMPLIANCE WITH FTC ENDORSEMENT GUIDELINES. As a participant in the ServiceTitan referral programs, in the event you post or share information about ServiceTitan or such programs via social media, you must disclose your material connection to ServiceTitan and follow the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. The following hashtags should be used in all social media posts: #Sponsored, #STReferralProgram.
10. DISPUTE RESOLUTION
10.1 Arbitration. Except as set forth in Section 10.4 below, any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance, or breach of these Terms, will be settled by arbitration to be held in Los Angeles, California in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in the dispute or controversy. The decision of the arbitrator will be final, conclusive, and binding on the Parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction.
10.2 Arbitration Fees. In the event of any arbitration proceedings between the Parties hereto arising from or related to a Party's performance or breach of these Terms, the prevailing Party shall be entitled to and shall receive, in addition to any relief granted by the arbitrator, their reasonable attorneys' fees and other costs and expenses incurred in prosecuting or opposing the prosecution of such action. Further, if any action at law or in equity is necessary to enforce or interpret the terms of these Terms, the prevailing Party shall be entitled to reasonable attorneys' fees, costs and necessary disbursement, in addition to any other relief to which the Party may be entitled.
10.3 WAIVER OR RIGHT TO JURY TRIAL. THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EACH PARTY’S RIGHT TO A JURY TRIAL FOR ALL DISPUTES RELATING TO ALL ASPECTS OF THESE TERMS AND THE REFERRAL PROGRAM.
10.4 Equitable Remedies. The Parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of these Terms and without abridgment of the powers of the arbitrator.
10.5 Consideration. Each Party's promise to resolve claims by arbitration in accordance with the provisions of these Terms, rather than through the courts, is consideration for the other Party's like promise.
11. MISCELLANEOUS
11.1 Non-Assignment and No Subcontractors. Neither these Terms nor any rights under these Terms may be assigned or otherwise transferred by you, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of ServiceTitan. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns. Any assignment in violation of this Section will be null and void.
11.2 Waiver. Any waiver of the provisions of these Terms by ServiceTitan or of ServiceTitan’s rights or remedies under these Terms must be in writing to be effective and enforceable.
11.3 Severability. If any term, condition, or provision in these Terms is found to be invalid, unlawful, or unenforceable to any extent, these Terms shall be interpreted to preserve, to the greatest extent possible, the intentions expressed herein.
11.4 Governing Law. The internal laws of California, but not the choice of law rules, govern these Terms.
11.5 Headings. Headings are used in these Terms for reference only and will not be considered when interpreting these Terms.
11.6 Notices. All notices, approvals, consents, waivers, and other communications under these Terms must be in writing and will be deemed to have been given (a) in the case of ServiceTitan, (i) when received, if sent by a nationally recognized overnight delivery service or U.S. mail to 800 N Brand, Ste 100, Glendale, CA 91203, Attention: Legal; or (ii) upon confirmation of receipt, if sent via electronic mail to legaladmin@servicetitan.com; or (b) in the case of Referrer, when sent by electronic mail to the email address provided in connection with your submission of the referral to which the communication relates; or (c) to such other addresses or email addresses as a Party may designate by written notice to the other Party from time to time. ServiceTitan may update its notice address by updating these Terms on a ServiceTitan Site. If no email address has been provided by Referrer to ServiceTitan, then Referrer is deemed to have waived its right to all notices pursuant to these Terms.
11.7 Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing in these Terms shall be deemed to create an employment, partnership, joint venture or agency relationship between the Parties.
11.8. Confidentiality. You agree (a) not to disclose or otherwise make available ServiceTitan Confidential Information to any third party; (b) to use any ServiceTitan Confidential Information solely for the purposes of performing your obligations under these Terms; and (c) to take at least those measures that you employ to protect your own Confidential Information of a similar nature (but in no event less than a commercially reasonable standard of care) to protect the confidentiality of ServiceTitan Confidential Information.
11.9 Entire Agreement. These Terms represent the complete agreement of the Parties and supersede all prior discussions, communications and agreements between the Parties with respect to the subject matter hereof. Notwithstanding anything to the contrary set forth herein, ServiceTitan reserves the right to change, cancel, suspend or modify any aspect of the Referral Program and these Terms without notice, at any time and at our sole and absolute discretion. You agree that it is your responsibility to monitor the ServiceTitan Site for updates to these Terms and to abide by all updated versions of these Terms. By continuing to participate in the Referral Program you are deemed to have agreed to and approved all changes to these Terms.