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”).
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 “Payor”). 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 more than one person, or with any 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. 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 PAYORS. TIPALTI IS NOT ACTING AS A WITHHOLDING AGENT ON PAYEE’S OR PAYOR’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. 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.
5. 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.
6. 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.
7. 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 email@example.com.
8. Agent of the Payee for California, Nevada, European Economic Area (“EEA”), United Kingdom (“UK”) and certain other Europe region-based Payors. If the Payor 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 Payor on Payee’s behalf. Tipalti’s receipt of payment from the Payor will satisfy and extinguish the Payor’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 Payor for that payment. Under this Agreement, Payee authorizes the Payor 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 Payor’s instructions.