Tipalti Referral Agreement

Last Modified: 05 May 2023

This Tipalti Referral Agreement located at www.tipalti.com/legal and any cover sheet and schedules form the agreement (“Agreement”) between Tipalti (as defined in Section 13) and the individual or entity named on the cover sheet (“Referral Partner”). Tipalti may amend this Agreement at any time by posting a revised version on the Tipalti website. The revised version will be effective at the time Tipalti posts it. In addition, if the revised version includes a substantial change, which imposes material additional obligations on Referral Partner or takes away any material rights of Referral Partner, Tipalti will provide Referral Partner with 30 days’ prior notice of such change. All capitalized terms are defined herein. Tipalti and Referral Partner may each be referred to as, a “Party” or collectively as, the “Parties”. The Parties hereby agree as follows:

1. Referral Program Requirements. 

1.1
a. Provided that Referral Partner satisfies sections 1.1(b) through (d) below and remains in compliance with this Agreement, Referral Partner may refer customers to Tipalti and opt to either receive a commission-style payment or pass a discount to the Referred Customers (as defined below).

b. Initial Referral Email.

For each potential customer that Referral Partner refers to Tipalti (“Prospect”) Referral Partner must do so by sending an email to partners@tipalti.com (“Referral Email”).  The Referral Email must include the following information for a Prospect:

1. The name of the business,
2. The address in which the business is located,
3. The contact person(s) name, title, phone number, and email address, and
4. Referral Partner’s relationship to the business (if any).

c. Tipalti Acceptance.

Following Referral Partner’s submission of a Referral Email, Tipalti will respond to it by either accepting or declining the Prospect. Tipalti may, in its sole discretion, decline a Prospect for any reason, including but not limited to: Tipalti is already engaged with the Prospect or Tipalti does not serve the Prospect’s type of business.  If Tipalti does not respond to the Referral Email within three months, the Prospect is deemed rejected.  Referral Partner is encouraged to follow-up with its Tipalti contact to ensure the Referral Email was received.

d. Introduction.

Once Tipalti approves the Prospect, Referral Partner must provide Tipalti with (1) any other information reasonably requested by Tipalti and (2) a formal introduction (via e-mail, phone conference call and/or an in-person meeting) with a representative from the Prospect who has already expressed an interest in learning more about Tipalti and has the authority to decide whether to procure the Tipalti Services.  “Tipalti Services” means the services that Tipalti provides to its customers.  Once the Prospect has been accepted by Tipalti and (1) and (2) of the preceding sentence have been completed, the Prospect becomes a “Referral Prospect”.

1.2 Referred Customer.

Provided that (1) Referral Partner has satisfied sections 1.1(b) through (d)  and (2) the Referral Prospect executed a revenue-generating order form referencing the services agreement located at www.tipalti.com/legal (“Tipalti Services Agreement”) within nine months from the date Referral Partner sent Tipalti the (subsequently accepted) Referral Email, Referral Prospect becomes a “Referred Customer”.

2. Partner Incentive.

2.1 Referral Commission.

Tipalti will pay Referral Partner a percentage, as specified on the applicable schedule and cover sheet, of the Net Customer Revenue (“Referral Commission”).   “Net Customer Revenue” means all revenue (including subscription fees, transaction fees, set-up fees, integration fees, and one-time fees) paid by Referred Customer to Tipalti, exclusive of any estimated fees or amounts, as calculated by Tipalti, payable by Tipalti to anyone in connection with such payment (e.g., taxes, bank charges, commissions, or third-party license fees). Net Customer Revenue will be calculated by Tipalti at its sole discretion.  Referral Partner acknowledges that the amounts paid by the Referred Customer to Tipalti and the amounts paid by Tipalti to its banking or financial service providers, sales commissions, and taxes are confidential information, and Referral Partner will not be entitled to audit these records.

2.2 Payment Timing.

If Referral Partner has opted to receive the Referral Commission, then Tipalti will pay Referral Partner the amounts due within 45 days of the end of each calendar quarter.  If Tipalti does not make a Referral Commission payment to Referral Partner, it is Referral Partner’s responsibility to contact Tipalti at partners@tipalti.com and request payment.  Any claims for unpaid Referral Commissions must be made within six months of the date the payment was due.

2.3 Payment Conditions.

Referral Partner will be eligible to receive the Referral Commission only if all of the following apply: (1) the Referral Prospect becomes and remains a Referral Customer during the term or any renewal term; (2) Referral Partner is not in default under any agreement with Tipalti, its parent, or its affiliates; and (3) Tipalti has not terminated this Agreement for cause.  If Tipalti terminates this Agreement for cause, Tipalti will no longer be obligated to pay any Referral Commission.

2.4 Discount to the Referred Customer.

If Referral Partner has opted to award a discount to the Referred Customer in lieu of a Referral Commission, the Referred Customer will receive a discount in the amount indicated on the cover sheet on their subscription fees for the first 12 months from the date of their Tipalti Services Agreement.  The transaction fees and one-time fees will not be discounted.

3. Marketing.

In marketing the Tipalti Services, Referral Partner must portray the Tipalti Services accurately, and strictly adhere to any Tipalti branding or marketing requirements or guidelines as may be communicated to Referral Partner from time to time.  Additionally, Referral Partner’s marketing activities relating in any way to the Tipalti Services must comply with applicable laws, regulations, industry self-regulatory standards (including applicable behavioral advertising standards), and best practices.  At any time, with the provision of written notice to Referral Partner, Tipalti may require Referral Partner to refrain from submitting Referral Prospects and representing that Referral Partner is a Tipalti Referral Partner.

4. Discretionary Incentives.

Tipalti may, but is not obligated to, offer additional incentives (e.g., cash bonus, gift cards, merchandise, services) with respect to the sale of the Tipalti Services for a limited promotional period that are provided directly to Referral Partner’s sales and marketing personnel.  These incentives are in addition to, and not in lieu of or subtracted from, any Referral Commission payable to Referral Partner hereunder. The value of such incentives will not be deducted from any compensation Referral Partner is otherwise obligated to pay its personnel.  Referral Partner shall communicate the conditions of any such promotion within its organization and to coordinate any necessary paperwork (e.g., W-9’s from Referral Partner’s personnel who have earned the incentives) at the request of Tipalti.  Referral Partner may decline participation in any such promotion by sending advance written notice to Tipalti.

5. Relationship of Parties.

The Parties agree that in performing their responsibilities pursuant to this Agreement they are in the position of independent contractors.  Nothing in this Agreement or the Parties’ relationship is construed to give a Party the power to direct and control the day-to-day activities of the other.  Referral Partner is fully responsible for all tax obligations related to amounts received hereunder.  This Agreement is not intended to create, nor does it create and is not be construed to create, a relationship of partnership or joint venture or agency or any association for profit between Tipalti and Referral Partner.  Referral Partner is not authorized hereunder to hold itself out as an agent of Tipalti or any of its suppliers or to inform or represent to any person that Referral Partner has authority to bind or obligate Tipalti or to otherwise act on behalf of Tipalti.  Referral Partner shall not make any representation or warranty or create any liability or potential liability on behalf of Tipalti.  All expenses incurred by Referral Partner in connection with this Agreement are borne solely by Referral Partner, and Tipalti is not in any way responsible therefore. 

6. Confidential Information.

6.1 For the purposes of this Agreement, “Confidential Information” means all proprietary, secret or confidential information or data relating to a Party and its affiliates, operations, employees, products or services, clients, customers or potential customers. Confidential Information includes customer lists, cardholder account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement.  Information is not considered Confidential Information to the extent, but only to the extent, that such information is: (1) already known to the receiving party free of any restriction at the time it is obtained; (2) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (3) or becomes publicly available through no wrongful act of the receiving party; or (4) independently developed by the receiving party without reference to any Confidential Information of the other.  Without limitation, information relating to the accounts and services provided to Referred Customers are the exclusive property and Confidential Information of Tipalti.

6.2 Each Party may directly or indirectly disclose Confidential Information to the other Party in the course of negotiation of and performance of this Agreement.  All such Confidential Information disclosed hereunder remains the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each receiving party shall (1) treat the disclosing party’s Confidential Information with the same degree of care and security as it treats its own confidential information, but in no event with less than a reasonable degree of care; (2) not disclose the disclosing party’s Confidential Information to any third party except to its and its affiliates’ directors, employees, contractors, and legal or financial advisors, who have a need to know the information for the purposes of this Agreement and who have agreed to or are otherwise bound by confidentiality obligations at least as restrictive as those herein; and (3) not use the disclosing party’s confidential information for any purpose outside the scope of this Agreement. Except as otherwise contemplated by this Agreement, neither Party shall disclose the Confidential Information of the other Party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this Section will survive any termination of the Agreement. To the extent required by law, Tipalti may disclose Confidential Information to a regulatory, administrative, or government agency or body without providing Referral Partner written notice.

6.3 Referral Partner represents and warrants that for all personal information Referral Partner provides to Tipalti, including the names and emails of its employees and agents and the business contact information for any Prospects, third party or its representatives, (1) Referral Partner has collected such information in compliance with all applicable laws, and (2) Referral Partner has received all required consents and rights necessary under applicable law to share the information with Tipalti and for it to be used for the purposes for which it is provided.

7. Proprietary Rights.

Tipalti and its licensors own all right, title and interest, including all related Intellectual Property Rights (as defined below), in and to the Tipalti Services, any and all marketing materials provided by Tipalti to Referral Partner, and Tipalti technology.  This Agreement is not a sale and does not convey to Referral Partner any rights of ownership in or related to the foregoing items or the Intellectual Property Rights owned by Tipalti or its licensors.  The Tipalti name, product names and logos are trademarks of Tipalti, and no right or license is granted to use them except as expressly provided herein.  Further, under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel, or otherwise, a license to a component or aspect of any intellectual property or propriety technology component, material or code used to provide the Tipalti Services other than in strict accordance with the terms of this Agreement.  Nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict Tipalti’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit suggestions or ideas for improving or otherwise modifying Tipalti’s products or services (“Feedback”). Tipalti has no obligation to compensate or credit Referral Partner or the individual providing such Feedback.  Referral Partner shall not contest or impair the rights of Tipalti in the Tipalti Services or any other Tipalti Intellectual Property Rights.  Referral Partner shall not (1) alter or remove any notices of Tipalti’s copyrights, trademarks, service marks, patent or other notices from the Tipalti Services or marketing materials provided; (2) copy, modify, disassemble, decompile, reverse engineer or create derivative works of any aspect of the Tipalti Services or any of the technology, code, material or components used to provide the Tipalti Services, and take reasonable care not to permit any third party to do so; (3) create or develop a product or service using any Confidential Information of Tipalti; or (4) during the term of the Agreement and following the expiration or termination of the Agreement, create or develop a product or services using any ideas, features, functions or graphics similar to the Tipalti Services. “Intellectual Property Rights” means all patent rights, copyrights, trademarks, trade dress, service marks, goodwill, trade secret rights and other intellectual property rights, as many now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

8. Non-Solicitation of Customers.

During the Term of this Agreement, and for the 12-month period following the termination of this Agreement, Referral Partner shall not directly or indirectly call on, solicit, take away, or attempt to call on, solicit, or take away any Referred Customers or other Tipalti customers for the purpose of replacing the same or similar services Tipalti offers.

9. Assignment. 

Each Party may assign its rights or obligations under this Agreement on notice to another in the event of a company reorganization, merger, or acquisition. Otherwise, each Party shall not assign its rights or obligations without the consent of the other which consent will not be unreasonably withheld.

10. Entire Agreement; Binding Effect.

This Agreement sets forth the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any Party hereto.

11. Indemnification.

Referral Partner shall indemnify, defend, and hold Tipalti, its parent, affiliates, officers, directors, employees harmless from and against any third-party lawsuit, claim, liability, loss, penalty, or other expense (including reasonable attorneys’ fees and cost of defense) caused by Referral Partner’s breach of this Agreement or violation of applicable law.

12. Limitation of Liability.

UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES NOR WILL TIPALTI BE LIABLE FOR ANY AMOUNTS IN EXCESS OF THE REFERRAL COMMISSION EARNED BY REFERRAL PARTNER HEREUNDER.

13. Parties, Legal Notices, Governing Law and Jurisdiction.

The Tipalti entity that Referral Partner is contracting with under this Agreement, the address to which Referral Partner should direct legal notices arising under or relating to this Agreement, the law that will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit, depends on Referral Partner’s location as follows:

Referral Partner Location	Tipalti Contracting Entity	Notice Address	Governing Law	Venue
A country other than the United Kingdom and not part of the European Economic Area	Tipalti, Inc.	Attn: General Counsel Address: 1051 E. Hillsdale Blvd, Suite 600 Foster City, CA 94404, USA Email: Legal@tipalti.com   with a copy to Sr. Director of Alliances Address: 1051 E. Hillsdale Blvd, Suite 600 Foster City, CA 94404, USA	California	San Francisco
United Kingdom	Tipalti Europe Ltd.	Attn: General Counsel Address: 1051 E. Hillsdale Blvd, Suite 600 Foster City, CA 94404, USA Email: Legal@tipalti.com   with a copy to President Address: 15 Alfred Place London WC1E 7EB, UK	England and Wales	London
A country in the European Economic Area	Tipalti B.V.	Attn: General Counsel Address: 1051 E. Hillsdale Blvd, Suite 600 Foster City, CA 94404, USA Email: Legal@tipalti.com   with a copy to President Address: Grote Bickersstraat 74-78, 1013 KS Amsterdam, the Netherlands	The Netherlands	Amsterdam

All notices and other communications required or permitted hereunder to be given to a Party to this Agreement will be in writing, in English and sent by mail or email. Notices to Tipalti must be copied to legal@tipalti.com. Notice to Referral Partner will be addressed to the contact designated by Referral Partner on the cover sheet.  Any notice sent by mail in accordance with this section will be effective the later of the day it is received, or five days after the day it is sent. Any notice by email in accordance with this section will be effective on the date received if received by 5:00pm PT on a business day, or the next business day if received otherwise. Each Party agrees to the applicable governing law above without regard to choice or conflict of law, and to the exclusive jurisdiction of the applicable courts above.

14. Term and Termination.

The term of this Agreement will be 12 months from the Effective Date and will renew for additional one-year terms unless terminated by either Party.  This Agreement may be terminated for convenience by providing the other Party with ten days’ prior written notice of termination.  Additionally, this Agreement may be immediately terminated by Tipalti for cause if Referral Partner breaches a material term of this Agreement.  If the breach is curable, in Tipalti’s sole discretion, then Tipalti may provide Referral Partner with 30 days’ cure period from the day notice is provided prior to terminating this Agreement.  If Tipalti determines that the breach is either not curable or decides that the breach is of a nature that makes Referral Partner no longer desirable as a participant of Tipalti’s referral program, then Tipalti may terminate this Agreement for cause effective immediately by providing Referral Partner with written notice of termination.

15. Survival.

Sections 3 through 15 of this Agreement survive the expiration or termination of this Agreement as necessary to carry out the desired intent.