Payee Agreement
Last Modified: 13 March 2024
This Payee Agreement (“Agreement”) is between the entity who through an online registration or other mechanism indicates acceptance of this Agreement (“Payee”) and Tipalti, Inc., a Delaware corporation, (“Tipalti”) and governs Payee’s usage of this software portal and the payment processing platform and services (together, the “Payment Processing Services”). 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 any change which imposes material additional obligations on Payee or takes away any material rights of Payee, Tipalti will provide Payee with 30 calendar days’ prior notice of the change. All capitalized terms are defined herein. The parties hereby agree as follows:
1. Payment Processing Services. The Payment Processing Services provide a portal for Payee to communicate with, submit invoices and other information to, and receive payments from a third party (the “Payer”). Payee shall use the Payment Processing Services for its business and commercial purposes only and not for personal, family, or household purposes. When Payee successfully registers for the Payment Processing Services, Tipalti will provide Payee with a free payment processing account. The Payment Processing Services do not include money transmission, electronic money, or any other regulated financial service.
2. Use of the Payment Processing Service. Subject to the terms of this Agreement, Tipalti grants Payee a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Payment Processing Services solely for its own internal business purposes. Payee shall not share login credentials with any person, or third party. Payee shall notify Tipalti if it believes its credentials may have been compromised. Payee assumes full responsibility for the use and security of, and all activity occurring under, its login credentials, and for all data submitted to the Payment Processing Service. Payee shall indemnify, defend, and hold Tipalti, its parent, affiliates, officers, directors, and employees harmless form and against any lawsuit, claim, liability, loss, penalty, or other expense (including attorney’s fees and cost of defense) arising from the use of its login credentials.
3. TIPALTI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PAYMENT PROCESSING SERVICES UNDER THIS AGREEMENT INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITATION, TIPALTI MAKES NO REPRESENTATION THAT USE OF THE PAYMENT PROCESSING SERVICES WILL RESULT IN ANY IMPROVEMENT IN PAYEE’S BUSINESS OR PAYEE’S RELATIONSHIPS WITH PAYERS. TIPALTI IS NOT ACTING AS A WITHHOLDING AGENT ON PAYEE’S OR PAYER’S BEHALF. NO REPRESENTATION MADE ON THE TIPALTI WEBSITE, A TIPALTI USER GUIDE, WIKI, OR OTHER ADVERTISING OR SUPPORT MATERIALS OR CORRESPONDENCE WILL BE CONSTRUED AS A REPRESENTATION UNDER THIS AGREEMENT.
4. Payment Methods. (a) Payee may choose to receive payment through a preferred payment method where the option is made available in the Payment Processing Services. Notwithstanding the Payee’s choice, (1) Payer may determine the payment method suitable for making payments to Payee, and Payee must coordinate with the Payer on acceptable payment methods, and (2) Payee hereby grants Tipalti the right to change or refuse any payment method for disbursement of funds to the Payee, each in Tipalti’s sole discretion and without any liability to Payee. Where Tipalti refuses a payment method, it will attempt disbursement through another available method.
(b) Where Payee has indicated to Tipalti or to Payer that it accepts card as a payment method, including by suggesting acceptance of such payment method in an invoice or on its website, Tipalti may arrange for payment to Payee by card and Payee hereby consents to that payment method. Tipalti determines the card providers, card types, and networks used in attempting payments by card, and the manner it provides the card payments to the Payee. Payee is responsible for all costs and expenses incurred in accepting card payments.
(c) Where Tipalti provides card information to the Payee or its agents, Payee shall, and shall cause each of its agents to, (1) only use that card information for the purposes of disbursing business payments to the Payee, and not for personal, family, or household use, or to make payment to any other entity, and (2) keep the card information confidential and secure according to industry standard methods for accepting card payments.
5. Personal Data. Personal data received by Tipalti from the Payer for purposes of providing the Payment Processing Services is subject to the Payer’s privacy policy and Tipalti’s privacy policy. Personal data received by Tipalti directly from Payee upon registration for the Services is also subject to Tipalti’s privacy policy. If Payee’s personal data is subject to the General Data Protection Regulation (“GDPR”), then Tipalti is a data processor and the Payer is the data controller of Payee’s personal data where Payee’s personal data is used in connection with the transactions received from that Payer, and Tipalti is also a data controller where Payee’s personal data is used by Tipalti to provide Payee the Payment Processing Services. Accordingly, Payee may make any data deletion, correction, or other authorized requests under GDPR to the Payor and to Tipalti, respectively. Tipalti processes and stores Payee’s personal data in the United States, Israel, and the United Kingdom. The terms “personal data”, “data controller” and “data processor” have the meanings ascribed to them in the GDPR. By agreeing to this Agreement, Payee hereby consents to receiving communications from Tipalti via email and phone for the purposes of offering Payee Tipalti’s products or services.
6. Fees. There is no cost to access the Payment Processing Services. However, if Payee is paid using a currency conversion, the exchange rate will include a currency conversion fee retained by Tipalti. Tipalti may amend conversion fees by providing Payee with 30 days’ prior notice, and the new fees will apply to all conversions made for Payee thereafter. In addition, Tipalti may automatically increase fees each year in the month of January by the greater of (1) five percent, or (2) the yearly percentage increase of the Consumer Price Index (All Items, U.S. city average, all urban consumers, not seasonally adjusted, 1982-84=100) measured using the index published by the U.S. Bureau of Labor Statistics for the most recent month that data is available at the time of the increase. All fees and expenses charged by Payee’s bank and intermediary banks used by the Payee bank are the responsibility of the Payee, and not Tipalti.
7. LIMITATION OF LIABILITY. TIPALTI’S LIABILITY TO PAYEE IS LIMITED TO THE AMOUNT OF THE PAYMENT THAT TIPALTI ACCEPTS ON PAYEE’S BEHALF, AND ANY DIRECT DAMAGES CAUSED EXCLUSIVELY BY TIPALTI’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NEITHER PAYEE NOR TIPALTI SHALL BE LIABLE TO EACH OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR ANY OTHER TYPE OF CONSEQUENTIAL DAMAGES.
8. Contracting Entity, Governing Law, and Venue. This Agreement is governed by California law with venue exclusively in the courts of San Francisco, California without giving effect to its conflicts of laws rules.
9. Notices. All notices and other communications to a party to this Agreement must be in writing and sent by mail and email to Tipalti at the following address: 1051 East Hillsdale Boulevard, Suite 600, Foster City, CA 94404 with a copy to legal@tipalti.com.
10. Agent of the Payee for California, Nevada, European Economic Area (“EEA”), United Kingdom (“UK”) and certain other Europe region-based Payers. If the Payer is in California, Nevada, the EEA, Albania, Andorra, Armenia, Azerbaijan, Bosnia and Herzegovina, the Faroe Islands, Georgia, Greenland, Kosovo, Moldova, Monaco, Montenegro, North Macedonia, San Marino, Serbia, Svalbard (and Jan Mayen), Switzerland, Turkey, Ukraine, Vatican City (Holy See), the UK, the Channel Islands (Alderney, Guernsey, Herm, Jersey and Sark), Gibraltar or the Isle of Man, then Payee hereby appoints Tipalti as its agent for the limited purpose of receiving payments from that Payer on Payee’s behalf. Tipalti’s receipt of payment from the Payer will satisfy and extinguish the Payer’s obligation to Payee for the payment. Unless the payment is reversed or returned for any reason, upon Tipalti’s acceptance of the payment, Tipalti will be liable to Payee for the payment and Payee will have no other recourse against Tipalti or the Payer for that payment. Under this Agreement, Payee authorizes the Payer to provide Tipalti with payment instructions in terms of how much to pay Payee and the timing of the payments, and Payee authorizes Tipalti to follow the Payer’s instructions subject to Tipalti’s rights under this Agreement.
