Becoming a Tipalti Referral Partner is Easy

Tipalti Referral Agreement

This Tipalti Referral Agreement (“Agreement”) is entered into by and between Tipalti, Inc., a Delaware company, having its principal place of business at 1810 Gateway Drive, Suite 300, San Mateo, CA 94404, USA (“Tipalti”), and you (“you” or “Referral Partner”), the entity or individual accepting this Agreement through the Tipalti website.  This Agreement is effective on the date you accept it by clicking “Accept Agreement” or the date you send Tipalti a Referral Email, whichever is sooner.

1. Referral Program Requirements. 

The Referral Program allows you to refer customers to Tipalti and either receive a revenue share, or pass a discount to the Referred Customers, so long as the following conditions are satisfied:

a. Initial Referral Email:

For each customer that you refer to Tipalti you must do so by sending an email to partners@tipalti.com (“Referral Email”).  The Referral Email must include the following information:

i. The name of the business,
ii. The address in which the business is located,
iii. The contact person(s) name, title, phone number, and email address, and
iv. Your relationship to the business (if any).

b. Tipalti Acceptance:

Tipalti will respond to the Referral Email by either accepting or declining the referral, for reasons such as Tipalti is already engaged with the potential customer, Tipalti does not serve the type of business, or any other reason in Tipalti’s sole discretion.  A lack of response by Tipalti shall be considered a decline.  However, in such an event, you are encouraged to follow-up with your Tipalti contact to ensure the Referral Email was received.

c. Warm Introduction:

Once Tipalti approves the Referral, you must provide Tipalti with (i) any other information reasonably requested by Tipalti, and (ii) a warm introduction (via phone conference call and/or an in-person meeting), with a representative from the potential customer who is interested in learning more about Tipalti and has the power to decide whether to procure the Tipalti Services.

d. Referred Customer:

Each customer referred to Tipalti pursuant to this process shall become a Referred Customer if they sign the Tipalti Services Agreement within nine (9) months of the date you sent the (subsequently accepted) Tipalti Referral Email.

2. Revenue Share.

a. Revenue Share and Payments:

Tipalti shall pay you a revenue share equal to 10% of the Platform Fees actually paid to Tipalti by the Referred Customer for the first 12 months of services from the date the Referred Customer signs the Tipalti Services Agreement “Revenue Share”).  You will not receive a revenue share for any other amounts paid by the Referred Customer including but not limited to transaction fees, set-up fees, integration fees and other one-time fees.  Alternatively, you may pass the Revenue Share to the Referred Customer in the form of a 10% discount on their platform fees for the first 12 months from the effective date of their Tipalti Services Agreement.

If you have selected to receive the Revenue Share, then Tipalti will pay you the amounts due to you within 30 days of the end of each calendar quarter.  In the event that Tipalti does make a Revenue Share payment to you, it is your responsibility to contact Tipalti at partners@tipalti.com and request your payment.  Any claims for unpaid Revenue Share must be made within one-year of the date the payment to you was due.

b. Conditions:

You will be eligible to receive the Revenue Share only if all of the following apply: (i) the potential customer becomes and remains a Referral Customer during the term or any renewal term; (ii) you are not in default under any agreement with Tipalti, its parent, or its affiliates, and (iii) Tipalti has not terminated this Agreement for cause.  In the event that Tipalti terminates this Agreement for cause, Tipalti shall stop paying the Revenue Share at the time of termination.

3. Marketing.

In marketing the Tipalti Service, you must portray the Tipalti Service accurately, and strictly adhere to any Tipalti branding or marketing requirements or guidelines as may be communicated to you from time to time.  Additionally, your marketing activities relating in any way to the Tipalti Service 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 you, Tipalti may require you to refrain from making new referrals and representing that you are a Tipalti Referral Partner.

4. Relationship of Parties.

Referral Partner and Tipalti 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 shall be construed to give either party the power to direct and control the day-to-day activities of the other.  Referral Partner further understands and agrees that Referral Partner shall be fully responsible for all tax obligations related to amounts received hereunder.   This Agreement is not intended to create, nor does it create and shall not be construed to create, a relationship of partnership or joint venture or agency or any association for profit between Referral Partner and Tipalti.  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 shall be borne solely by Referral Partner, and Tipalti shall not be in any way responsible or liable therefore.

5. Confidential Information.

Each party acknowledges that it 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 shall remain 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 party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information.  Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under 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 shall survive any termination of the Agreement.

For the purposes of this Agreement, “Confidential Information” means all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products or services, clients, customers or potential customers. Confidential Information shall include customer lists, cardholder account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law.  Without limitation, information relating to Tipalti Services accounts and agreements with Tipalti of Referred Customers shall be the exclusive property and Confidential Information of Tipalti.

6. Non-Solicitation.

Referral Partner agrees that during the Term of this Agreement, and for the 12 month period following the termination of this Agreement, that it will not will directly or indirectly: (i) call on, solicit, take away, or attempt to call on, solicit, or take away any Referred Customers or other Tipalti customers.

7. 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, either party may not assign its rights or obligations without the consent of the other which consent shall not be unreasonably withheld.

8. Notices.

All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be sent by mail to the following addresses, if to Tipalti: to Tipalti General Counsel, 1810 Gateway Drive, Suite 300, San Mateo, California, 94404, with a copy to Chief Marketing Officer, 1810 Gateway Drive, Suite 300 San Mateo, California, 94404, if to Referral Partner to the address provided to Tipalti at the time of registration.  Any notice sent in accordance with this section shall be effective within 3 days of the day it is sent.

9. 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.

10. Indemnification.

Referral Partner agrees to indemnify, defend, and hold harmless Tipalti, its parent, affiliates, officers, directors, employees from and against any third party lawsuit (including reasonable attorneys’ fees and cost of defense) (collectively “Indemnify”) caused by Referral Partner’s  breach of this Agreement or violation of Applicable Law.

11. LIMITATION OF LIABILITY.

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

12. Governing Law.

This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions. The competent courts of San Mateo County shall have sole and exclusive jurisdiction over the parties and subject matter of this Agreement.

13. Term and Termination.

The term of this Agreement shall be 12 months from the Effective Date and shall renew for additional one-year terms unless terminated by either party.  This Agreement may be terminated for convenience by providing the other party with prior written notice of termination.  Additionally, this Agreement may be terminated by Tipalti for cause if Referral Partner breaches a material terms of this Agreement.  If the breach is curable, in Tipalti’s sole direction, then Tipalti may provide Referral Partner with 30 days’ prior notice and opportunity to cure 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.

14. Survival.

Sections 2 and 4 – 13 of this Agreement shall survive termination of this Agreement as necessary to carry out the desired intent.