The following terms (“GMV Terms”) apply to your ServiceTitan Revenue Based Plus Package (Total Annual Revenue) or similar revenue-based subscription (each, a “ServiceTitan Revenue Based Package”). Please read these GMV Terms carefully. By accessing or using the Service, you accept these GMV Terms and agree to use the Service in compliance with these GMV Terms.  Any capitalized terms not defined herein shall have the meanings ascribed to them in the Terms of Use and/or your Order Form with ServiceTitan.

ServiceTitan Revenue Based Package - Subscription Fees:

1. Certain Definitions. 

“Committed Total Annual Revenue” means, with respect to any ServiceTitan Revenue Based Package, the Total Annual Revenue amount committed to by you for a particular twelve (12) month period of the Term, which is used as a basis for the Base Monthly Fee calculation. Your Committed Total Annual Revenue is as set forth in the Order Form that incorporates these GMV Terms, in United States Dollars.

“Customer’s Contractor Business” means those of your businesses or divisions that operate in the trades identified here (and as updated from time to time): https://www.servicetitan.com/legal/revenue-based-trades. 

“Rate” means the rate set forth in the applicable Rate field in the Order Form, with respect to the ServiceTitan Revenue Based Package. 

"Total Annual Revenue” means the aggregate gross amount (measured in United States Dollars) of all invoices processed by, posted to, or otherwise submitted through the Service under all of your tenants (and those of your Affiliates) subject to any ServiceTitan Revenue Based Package Service subscription fees during each twelve (12) month period of the Term, commencing upon the Subscription Start Date. Total Annual Revenue includes your gross membership sales and billing amounts. 

2. The Total Monthly Recurring Fee for the ServiceTitan Revenue Based Package as set forth in the Order Form in each year of the Term is the product of Committed Total Annual Revenue and the applicable Rate, which is then divided by twelve (the “Base Monthly Fee”). The Base Monthly Fee will be charged in advance in each monthly period of the Term irrespective of whether you meet or exceed the Committed Total Annual Revenue amount. Should your Total Annual Revenue exceed the Committed Total Annual Revenue in any year of the Term (“Excess Revenue”), the total amount of Excess Revenue in each month of such year will incur an overage fee which will be calculated for each monthly period by multiplying the Rate by the amount of Excess Revenue for such monthly period, and will be charged monthly in arrears. 

Each tenant within the Service may only have one (1) subscription and billing model for Field User subscriptions. 

Your tenants whose Field Users are subject to ServiceTitan Revenue Based Package Service subscriptions are not limited to a certain number of Field Users or Office Users. Such ServiceTitan Revenue Based Package Field User and Office User subscriptions are specific to the tenant to which they are assigned and cannot be utilized under any other tenant or in any case where such Field User and Office User subscriptions are not used in the management and operation of Customer’s Contractor Business.

3. ServiceTitan’s Right to Verify Total Annual Revenue: 

On 30 days’ notice, during the Term and within 2 years after the expiration or earlier termination of the Agreement, ServiceTitan or its representatives may at its own expense audit and copy from your and your Affiliates’ books, records, and other documents (including computer files and supporting orders and invoices) as necessary to verify your and your Affiliates’ adherence to the terms and conditions of the Agreement. ServiceTitan may conduct any audit under this Section at any time during your regular business hours on business days remotely or at your principal place of business (at ServiceTitan’s option) and shall not unreasonably interfere with the operation of your business; provided, however, that ServiceTitan shall not exercise its audit rights under this Section more than once per calendar year, except with respect to any audit of Customer Data within the Service, which ServiceTitan may undertake at any time without notice. 

You and your Affiliates shall reasonably cooperate with ServiceTitan in conducting any such audit at your sole cost and expense. ServiceTitan and its representatives shall keep all information obtained during any such audit confidential pursuant to and in accordance with Section 11 of the Terms of Use. Should any audit reveal that you or your Affiliates have, individually or collectively, under-reported, or caused to be underreported, the Total Annual Revenue amounts hereunder in an amount that is 5% or greater (whether by failing to properly assign each invoice to the related business unit within the Service or otherwise), you shall reimburse ServiceTitan for the reasonable external cost of the audit. You agree to pay any and all amounts determined by any such audit to be owed to ServiceTitan within 10 days of ServiceTitan’s request therefore.