Tipalti Services Agreement

Last Modified: 04 April 2025

This Tipalti Services Agreement, including any Schedules, Order Forms, and any other applicable agreements located at www.tipalti.com/legal forms the agreement (“Agreement”) between Tipalti and its customer (“Customer”) and governs Customer’s use of the Tipalti 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 a Substantial Change, Tipalti will provide Customer with 30 calendar days’ prior notice of the Substantial Change. All capitalized terms are defined herein. The parties hereby agree as follows:

1. How this Agreement Applies

This Agreement governs Customer’s use of and access to all Services made available by Tipalti. Depending on the Tipalti entity who is providing the Services, and the type of Services provided, additional terms located in a Schedule will also apply in accordance with the table in section 13.

If Customer or any Customer User uses a Service associated with one or more product-specific Schedules located at www.tipalti.com/legal, each such Schedule applies.

2. Services
   
   2.1 Provision. Subject to the terms and conditions of this Agreement, Tipalti grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right, during the Term, to access and use the Services specified on the Order Form or otherwise specifically authorized for use from within the Service, solely for Customer’s own internal business purposes. Customer’s purchase of Services is not contingent on the future delivery or maintenance of any functionality or features of the Services, or dependent on any oral or written public comments made by Tipalti regarding functionality or features of the Services in the future.
   
   2.2 Usage Limitations. Customer shall not itself or through any other person: (1) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use in any way, any portion of the Services or Tipalti Content, other than as permitted by Tipalti in writing; (2) transmit or otherwise make available in connection with these Services any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware or software, or any other actually or potentially harmful, disruptive, or invasive code or component; (3) access the Service for the purpose of performance testing or benchmark studies; (4) interfere with or disrupt the integrity or performance of any Service, or (5) sell, license, or exploit for any commercial purposes any use of or access to the Services.
   
   2.3 Non-Tipalti Products and Services. Third parties may make available products or services, including, for example, software applications that interoperate with a Service, or implementation or other consulting services. Customer’s acquisition of such products or services, and any exchange of data between Customer and any third-party provider, product, or service is solely between Customer and the applicable third party. Tipalti is not responsible for and does not provide any warranties regarding third party applications, products, or services, or their security, functionality, or availability, whether they are designated by Tipalti as “certified” or otherwise. Between Tipalti and Customer, Customer is responsible for any acts and omissions of such third parties, for the performance or nonperformance of the third-party product or service with respect to the Service, and for the effect it may have on Tipalti’s systems or the Services.
   
   2.4 Integrations. The Services may contain features designed to interoperate with third party software applications or networks. Tipalti cannot guarantee the continued availability of such Service features and may cease providing them without entitling Customer to any refund, credit, or other compensation, including, without limitation, where the provider of a third-party application or network ceases to make such application or network available for interoperation with the corresponding Service features in a manner acceptable to Tipalti. Where Customer permits an integration to third party software applications, Customer thereby grants Tipalti access to all information made available through the integration.
   
   2.4 Beta Services. (a) Tipalti may designate certain Services, or one or more features or functions of the Services, as a Beta Service. Beta Services do not represent complete and final Services and might be available in a development or testing phase. Tipalti may materially modify, discontinue access to, or abandon the development of Beta Services, in whole or in part, at any time with or without notice. Tipalti may remove the Beta Service designation and offer continuing access to the resultant Service at any price at any time, or never commercially release Beta Services at all.
   (b) Beta Services might contain bugs or errors that cause failures or data loss. Tipalti has no obligation whatsoever to provide any bug fixes or any revisions, successors, or updated versions to, Beta Services at any time. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (1) TIPALTI PROVIDES ALL BETA SERVICES ON AN ‘AS-IS’ BASIS, WITHOUT ANY WARRANTY WHATSOEVER WHETHER RELATED TO IP INFRINGEMENT, AVAILABILITY, ERRORS, OR OTHERWISE, AND TIPALTI DISCLAIMS ALL LIABILITY RELATED TO THE PROVISION, OPERATION, OR IMPLEMENTATION OF BETA SERVICES, (2) TIPALTI IS NOT REQUIRED TO OPERATE BETA SERVICES IN ACCORDANCE WITH ANY DOCUMENTATION, (3) TIPALTI HAS NO OBLIGATION TO MAKE CUSTOMER DATA SUBMITTED TO OR PROCESSED BY BETA SERVICES AVAILABLE FOR DOWNLOAD, EXCEPT WHERE REQUIRED BY APPLICABLE LAW, AND (4) CUSTOMER’S USE OF, OR RELIANCE ON, ANY BETA SERVICES IS AT CUSTOMER’S OWN RISK.
   
3. Access
   
   3.1 Users and Credentials. Tipalti shall provide Customer with login credentials to access the Services. Customer may grant Customer Users access to the Services only for Customer’s internal business purposes. Unless otherwise permitted by Tipalti, Customer shall not exceed the number of Customer Users that it has purchased under the applicable Order Form. Each Customer User must have their own login, and Customer and Customer Users shall not share login credentials with any person or third party. Customer shall notify Tipalti if (1) any Customer User is no longer authorized to use the Services so that Tipalti can cancel their credentials, and (2) any Customer User believes their credentials may have been compromised. Customer assumes full responsibility for the use of its login credentials, its Customer Users’ compliance with this Agreement, and for all data submitted to the Service. Customer shall comply, and shall ensure that Customer Users comply, with the Compliance and Acceptable Use Policy located at www.tipalti.com/legal in their use of the Services, together with any other usage-related policies or procedures that may be advised by Tipalti from time to time.
   
   3.2 Overages. If Customer exceeds the number of Customer Users or any other usage limitation under the applicable Order Form, then for all uses in excess of those limitations, Customer shall pay all past uncharged Fees upon notice from Tipalti, and continue to pay the applicable Fees for the remainder of the then-current Term in accordance with Customer’s established payment frequency. Tipalti may provide additional Order Forms for documentary purposes only, and Customer’s failure to execute additional Order Forms will not excuse Customer’s obligations to pay for the additional usage. Where the Services integrate, utilize, or otherwise consume applications, features, or other services provided by third parties to Customer, Customer is solely responsible for any additional overage fees that may apply toward Customer from that provider.
   
   3.3 Go Live Date. Subject to the terms of this Agreement, Tipalti shall provide Customer with the applicable Payment Services beginning on the Go-Live Date. Tipalti may amend the Go-Live Date by providing Customer with prompt notice if (1) its initial compliance onboarding of Customer is not complete; (2) Tipalti determines that the technical integration with Customer systems is not complete; or (3) Tipalti determines that not doing so would expose either party to security, financial or reputational risk.

4. Funding and Transacting
   
   4.1 Tipalti Account. Customer shall supply the necessary Funds to its Tipalti Account to satisfy all obligations to Tipalti in connection with the Payment Instructions and use of the Services. If Customer or a Customer Affiliate has an insufficient balance in their Tipalti Account, Customer shall provide additional Funds to its Tipalti Account, and Tipalti may offset such amounts from any virtual account owned or controlled by Customer at Tipalti.
   
   4.2 Payment Methods. (a) Depending on the Services available to Customer, Customer may be permitted to specify the preferred method of payment for a Transaction. Tipalti may change or limit the payment methods available to Customer or any Payee and may select the payment method used to complete a Transaction. Where Tipalti changes Customer’s preferred payment method unilaterally, Tipalti will charge the Transaction Fees applicable to the Customer’s preferred payment method for that Transaction unless otherwise agreed between the parties.
   (b) Where Tipalti determines that a Payee accepts card payments, Customer hereby permits Tipalti to, and Tipalti may, complete Transactions to the Payee on behalf of Customer using cards as a payment method. Tipalti may engage third party providers to do so and may use email domains connected to the Service to communicate with Payees for this purpose. Customer acknowledges that Tipalti is not responsible for any costs incurred by a Payee in connection with their acceptance of cards as a payment method. Tipalti may choose the way card payments will be provided or delivered to the Payee, and whether to continue to use card as a payment method for any Payee. Customer retains the sole responsibility for any payment owed to a Payee, and Tipalti has no responsibility or liability to Customer arising from the acceptance or processing of card payments by a Payee. Where a card payment arising from this section is declined, returned, or rejected, Tipalti may attempt the card payment again, attempt payment using a different payment method, or return the funds to Customer less any Transaction Fees owed by Customer to Tipalti. Customer acknowledges that the payment by card described in this section 4.2(b) is not the Tipalti Card Service, which Customer may separately procure through their Tipalti representative or through the Service itself.
   
   4.3 Completing Transactions. Customer must submit Payment Instructions and the corresponding Funds to enable a payment. Tipalti has no obligation to send payments to Payees until Tipalti is in receipt of the payment Funds and associated Transaction Fees. Tipalti is not responsible for any withholdings, freezes, or other delays or failures caused by the Payee’s or any intermediary’s bank, payment service provider, or financial institution.
   
   4.4 Cancellation. Customer will not be able to cancel Payment Instructions once it has confirmed them. However, if Customer asks Tipalti to cancel Payment Instructions, Tipalti may take reasonable efforts to try to stop the Transaction or recover the Funds, but it is not responsible if it is unable to do so.
   
   4.5 Refusal. Tipalti is under no obligation to initiate or complete Transactions where Tipalti determines that: (1) it has incorrect or incomplete Payment Instructions or Payee Information; (2) Transactions exceed transaction limits; or (3) the Transaction appears suspicious or in violation of this Agreement or Applicable Law.
   
5. Payees.
   
   5.1 Payee Access. Tipalti will provide all Payees with access to the Payee Portal through their own login credentials. Customer may integrate the Payee Portal on the Customer website to allow Payees to submit Payee Information.
   
   5.2 Payee Information. Between Tipalti and Customer, all Payee Information collected on behalf of the Customer is owned by Customer. Customer shall obtain, or cause Payees to provide, correct and complete information as Tipalti may require, and shall immediately notify Tipalti of any incorrect Payee Information, Payment Instruction or other information provided to Tipalti. Customer is responsible for all liability arising out of incorrect or incomplete Payee Information or other information provided to Tipalti. Without limiting Customer’s responsibility, Tipalti may collect or confirm Payee Information directly from or with the Payee.
   
   5.3 Use of Payee Information. Except as otherwise provided in this Agreement, Tipalti shall use Customer’s Payee Information solely to provide and improve the Services, comply with Applicable Law, and to conduct Tipalti’s compliance programs. Tipalti may send emails or other communication to Payees on behalf of Customer to provide the Services, or as required by Applicable Law, or on its own behalf. Registration Information is owned by both Customer and Tipalti, and Tipalti shall use Registration Information in accordance with this Agreement and Tipalti’s Privacy Policy found at www.tipalti.com/privacy.
   
   
6. Fees
   
   6.1 Fees. Customer shall pay Fees to Tipalti for the Services as stated in an Order Form or as otherwise agreed between the parties. Fees paid are not refundable. Tipalti may amend Fees by providing Customer with 30 days’ prior notice. Upon each renewal, unless Tipalti provides notice of different pricing at least 30 days prior to the applicable Renewal Term, Fees are subject to an automatic increase of up to the greater of (1) seven percent, or (2) CPI. For operational reasons, Tipalti may enforce the automatic increase after the date of renewal, or on the next invoice date for those Fees. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time discounts will be at Tipalti’s applicable list price in effect at the time of the renewal. In no event will the Subscription Fees for the Renewal Term be lower than the Subscription Fees for the previous Term. Customer hereby authorizes Tipalti to charge any applicable Fees to the Tipalti Account at the time the Fees are due. Customer acknowledges that collecting Fees in this manner may affect the funds available for payments to Payees.
   
   6.2 Late Payment and Dispute of Fees. If Customer does not pay Tipalti all Fees and any other amounts due under this Agreement within 30 days of the date on which they are due, then Tipalti may charge Customer interest for such time that the amount and all accrued interest remain outstanding at the lesser of: (1) one percent per month, or (2) the maximum rate permitted by Applicable Law. If Customer fails to notify Tipalti of any disputed Fees within 180 days from the date charged, Customer waives any right to dispute such Fees and shall pay all Fees as charged.
   
   6.3 Taxes. Customer shall pay all applicable taxes, value added taxes, levies, imposts, duties, fees, deductions, withholdings, or other governmental charges which are levied or imposed by reason of this Agreement, other than taxes based on Tipalti’s income.
   
   6.4 Payee and Customer Bank Fees. All fees and expenses charged by Payee’s bank and intermediary banks used by the Payee bank are the responsibility of Customer or the Payee (as applicable), and not Tipalti. Customer is responsible for fees charged by its bank or other third parties supplying services to Customer.
   
   6.5 Currency Conversions. If Customer requests a currency conversion, a currency conversion fee (spread) will be included in the exchange rate. Exchange rates may fluctuate and are determined by the Tipalti Bank at the time it processes the conversion. If a currency conversion is included in the Payment Instructions, Tipalti estimates the exchange rate. If the estimate is lower than the actual exchange rate at the time of payment, Customer shall pay the deficit. If the estimate is higher, any overage will remain in the Tipalti Account.
   
   6.6 Settlement of Transaction Fees. If, as part of the Services delivered to Customer, a Transaction is executed or a Fee paid from a currency account that is denominated in a currency different from the currency denominated in Customer’s Order Form (a “Foreign Currency Account”) then at the time of payment the Fee may be converted from the Order Form currency to the currency of the Foreign Currency Account using the prevailing exchange rates. Continuing fluctuations in exchange rates mean that the Fees paid from the applicable Foreign Currency Account may vary accordingly. The specific exchange rates used to redenominate Fees to the currency of the relevant Foreign Currency Account may be viewed within the Tipalti Services. If Tipalti is unable to debit Fees from the Foreign Currency Account, Fees may be subsequently deducted from any other Tipalti Account or invoiced separately.
   
7. Confidential Information; Customer Data; Records.
   
   7.1 Obligations. Each party acknowledges that it may directly or indirectly disclose Confidential Information (as defined below) to the other party during this Agreement. All such Confidential Information disclosed hereunder remains the sole property of the disclosing party (or other third party), and the receiving party does not receive any 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.
   
   7.2 Specific Disclosures. Notwithstanding the foregoing, a receiving party may also share the disclosing party’s Confidential Information: (1) with a third party with the prior written consent of the disclosing party; (2) if Tipalti is the receiving party, with its service providers and financial partners for the purposes of performing the Services hereunder; and (3) to the extent disclosure is required by Applicable Law or to comply with a subpoena or request by a government authority. The receiving party shall give the disclosing party prompt written notice (to the extent required by law) of such legal requirement prior to the disclosure.
   
   7.3 “Confidential Information” means all proprietary, secret, or other data relating to the disclosing party, its Affiliates, or either’s operations, employees, products or services, clients, customers, or potential customers, that by its nature or the circumstances of disclosure a reasonable person would deem to be confidential. Confidential Information includes, but is not limited to, supplier lists, customer lists, bank or other account numbers, the disclosing party’s pricing information, computer access codes, login credentials, instruction and/or procedural manuals, Tipalti Content, 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. The terms of this Agreement are deemed Confidential Information of the parties.
   
   7.4 Duration of Confidentiality. The duty to protect the other party’s Confidential Information survives termination and expires seven years from the date of termination of this Agreement, except that all obligations regarding Confidential Information constituting a trade secret will remain in effect until the information ceases to be considered a trade secret under Applicable Law.
   
   7.5 Authorized Uses. Tipalti may collect, store, and use Customer Data  (1) to perform or improve the Services, (2) to conduct Tipalti’s compliance programs, (3) for any purpose required by Applicable Law, and (4) to disclose to Tipalti Affiliates, Tipalti Bank(s), and other Tipalti suppliers for the same purposes. Except as prohibited by Applicable Law, Tipalti may generate, use, and disclose aggregated or anonymized Customer Data for Tipalti’s own business purposes, including research and development of future products and services, including data products or aggregate insights for customers or third parties. Tipalti may collect and use Usage Data to develop, improve, support, and operate its products and Services.
   
   7.6 Records. Tipalti shall collect, store, and use Records for the purpose of Tipalti’s compliance with Applicable Law. “Record” means a record of a Transaction, whether successful or rejected, including but not limited to the amount of Funds, Customer information, Payee Information, Payment Instructions, and other Transaction information.
   
8. Term and Termination.
   
   8.1 Term. As specified in the Order Form, this Agreement is effective on the Effective Date, will remain in effect for the initial term specified in the Order Form (the “Initial Term”), and renews automatically for additional and successive renewal terms (each a “Renewal Term”). If the length of the Renewal Term is not specified in the Order Form, then each Renewal Term will be 12 months. The Initial Term, and each Renewal Term, if any, are referred to herein as the “Term”.
   
   8.2 Termination. Either party may terminate this Agreement at the end of a Term by providing the other party with written notice of its intent to terminate at least 30 days prior to the end of such Term. Notices to Tipalti for this purpose must be sent to legal@tipalti.com to be effective.
   
   8.3 Termination for Cause. Either party may suspend performance or terminate this Agreement if the other party is in material breach of this Agreement, and the breach is not cured within 30 days of being provided with written notice of the breach. Either party may immediately terminate this Agreement if the other party is dissolved or liquidated, becomes insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors. Tipalti may immediately suspend performance or terminate this Agreement if Customer fails Tipalti’s ongoing compliance reviews, or Tipalti determines in its sole discretion that Customer’s use of the Services creates excessive regulatory, security, financial, or reputational risk.
   
   8.4 No Limitation on Remedies. A party’s exercise of its termination rights for material breach does not restrict or diminish such party’s rights to other remedies available in connection with the material breach.
   
   8.5 Effect of Termination. In the event of a termination of this Agreement, all rights to use the Service granted hereunder automatically terminate, and Customer shall pay all Fees owed to Tipalti for the balance of the current Term no later than 30 calendar days after the date of the termination, or the date the Fees are due, whichever is sooner. During the Term, Customer may download a copy of their transactional data directly from the Services and may request Tipalti’s reasonable assistance with this process at Customer’s expense.
   
9. Warranties
   
   9.1 General Warranties. Each party represents and warrants as of the Effective Date that: (1) it has the full corporate right, power and authority to enter into this Agreement; (2) the execution of this Agreement and performance of its obligations under this Agreement does not violate any other agreement to which it is a party; and (3) the individual executing this Agreement on behalf of a party has authority to bind such party to this Agreement and the performance hereof. Tipalti represents and warrants to the best of Tipalti’s knowledge that, as of the Effective Date, the Services are not the subject of any claims of intellectual property infringement from a third party.
   
   9.2 Customer Warranties. Customer represents and warrants that: (1) it will use the Services only for its internal business purposes and not for personal, family, or household purposes; (2) it has full and exclusive right, title, and interest in Funds; (3) it will resolve any dispute or complaint directly with the each Supplier that may arise; (4) its use of the Services is and will remain in compliance with this Agreement and Applicable Laws. Customer shall promptly notify Tipalti if, in any jurisdiction in which it transacts, it becomes subject to any banking, money transmission, or payment services laws or has been contacted by any government agency or regulator regarding its movement of funds.
   
   9.3 Accurate Information. Customer represents and warrants that all forms, due diligence questionnaires, and correspondence provided by Customer in association with this Agreement or the use of the Services, including but not limited to the Tipalti KYC Data Gathering Forms, plus updates to any of the foregoing, are complete and accurate. Customer shall provide Tipalti with prompt written notice of any changes to the information provided to Tipalti, including the Tipalti KYC Data Gathering Form.
   
   9.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, TIPALTI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE 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 OR WARRANTY THAT USE OF THE SERVICES WILL RESULT IN ANY IMPROVEMENT IN THE BUSINESS OF CUSTOMER OR ITS RELATIONSHIPS WITH SUPPLIERS OR COMPLIANCE WITH APPLICABLE LAWS. TIPALTI’S TAX AND REGULATORY FEATURES ARE PROVIDED SOLELY FOR CUSTOMER’S CONVENIENCE AND ARE NOT INTENDED TO PROVIDE TAX OR LEGAL ADVICE, NOR TO GUARANTEE CUSTOMER’S COMPLIANCE WITH ALL TAX REGULATIONS AND REQUIREMENTS. SIMILARLY, ANY ELECTRONIC INVOICE PROCESSING SERVICES PROVISIONED BY TIPALTI ARE PROVIDED FOR FUNCTIONAL PURPOSES ONLY AND DO NOT COMPRISE TAX, LEGAL OR OTHER ADVICE. FOR SUCH ADVICE, CUSTOMER MUST CONSULT AN ACCOUNTANT, ATTORNEY, OR ANOTHER SUITABLY QUALIFIED ADVISOR, AS APPLICABLE. WHEN PROVIDING THE TAX COMPLIANCE SERVICES, TIPALTI IS NOT ACTING AS A WITHHOLDING AGENT ON CUSTOMER’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.
   
10. Intellectual Property.
    
    10.1 Ownership. Tipalti retains all rights, title, and interest in the Services and Tipalti Content, including any intellectual property rights contained therein and any derivatives thereof. Each party retains all right, title, and interest in its products and services including any intellectual property rights contained therein and any derivatives thereof (for each, their “Property”). All use of Property inures to the benefit of the owning party. Neither party shall seek to register, record, obtain, or attempt to pursue any intellectual property or other proprietary rights or protections in or to the other party’s Property. All rights to Property not expressly granted in this Agreement are reserved. Neither party shall assert any intellectual property rights with respect to the other party’s content, materials or technology or any element, adaptation, variation, or name thereof. Neither party shall remove, obscure, or alter any notices of intellectual property rights or disclaimers appearing in or on any materials provided by the other party.
    
    10.2 “Feedback” means any suggestion or idea for improving or otherwise modifying Tipalti’s products or services. 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 Feedback. Tipalti has no obligation to compensate or credit Customer or the individual providing such Feedback.
    
11. Indemnity
    
    11.1 Customer shall indemnify, defend, and hold Tipalti, its parent, Affiliates, officers, directors, and employees harmless from and against any third-party lawsuit, claim, liability, loss, penalty, or other expense (including attorneys’ fees and cost of defense) arising from Customer’s (1) breach of this Agreement, (2) violation of Applicable Law, (3) usage of the Services from Customer’s login credentials, and (4) Supplier dispute of any kind.
    
12. Limitation of Liability
    
    12.1 UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF SALES, GOODWILL, PROFITS OR REVENUES. EXCEPT AS PROVIDED IN THIS SECTION, TIPALTI’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED CUSTOMER’S DIRECT DAMAGES IN AN AMOUNT NO GREATER THAN THE FEES PAID BY CUSTOMER TO TIPALTI HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
    
    12.2 TIPALTI SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED DIRECTLY OR INDIRECTLY BY: (1) AN ACT OR OMISSION OF CUSTOMER, ITS AFFILIATES, A SUPPLIER, OR A THIRD PARTY; (2) CUSTOMER’S USE OF A SINGLE SIGN-ON AUTHENTICATION PROVIDER OR CUSTOMER’S FAILURE TO IMPLEMENT TWO-FACTOR AUTHENTICATION; OR (3) DELAYS, DISRUPTIONS, OR BUGS IN THE SERVICES OR SOFTWARE.
    
    12.3 IF CUSTOMER ACCESSES THE PAYMENT SERVICES, THE FOLLOWING APPLIES: NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF LOST FUNDS, TIPALTI IS RESPONSIBLE FOR THE FULL AMOUNT OF ANY LOST FUNDS AS INDICATED ON THE CORRESPONDING TIPALTI RECEIPT. TIPALTI SHALL NOT BE LIABLE FOR ANY: (1) INCORRECT OR INCOMPLETE PAYMENT INSTRUCTIONS, PAYEE INFORMATION, OR OTHER INFORMATION PROVIDED TO TIPALTI; OR (2) SUSPENSION OF THE SERVICES BY TIPALTI OR ONE OF ITS BANKING OR OTHER FINANCIAL SERVICES PROVIDERS ON THE BASIS OF ITS LEGAL, COMPLIANCE OR RISK POLICIES.
    
    12.4 ALL LIMITATIONS OF LIABILITY IN THIS AGREEMENT APPLY: (1) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (2) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATION, RESTITUTION, OR OTHERWISE; PROVIDED, THAT, NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY THAT CANNOT BE SO EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
    
13. General
    
    13.1 Language; Complaints.
    (a) Customer hereby requests that the language of this Agreement is English and that all information, communications, and other documentation concerning the Customer and the Customer’s dealings with Tipalti will be in English. In the event a copy of this Agreement, or any other documentation or communication related to or issued pursuant to this Agreement, is made available in a language other than English, the corresponding English version or English translation thereof will prevail for all purposes (including with respect to any proceedings that may be instituted hereunder).
    (b) If Customer has a complaint, it must first contact Tipalti by email to: operations@tipalti.com or by post to: Tipalti Operations, 1051 E. Hillsdale Boulevard, Suite 600, Foster City, CA 94404.
    
    13.2 Assignment. Customer may assign this Agreement to a successor entity in the event of a merger, acquisition, or corporate reorganization, provided that (1) Customer provides Tipalti with written notice of the assignment, (2) the assignee company is approved by Tipalti’s compliance department (as required by law) prior to use of the Services, and (3) the assignee company is not a competitor of Tipalti. Such assignment will only be effective upon the execution of an assignment agreement by Tipalti, Customer, and the successor entity, containing terms reasonably acceptable to Tipalti, and subject to any conditions contained therein. Except as expressly permitted in this section, Customer shall not assign this Agreement without Tipalti’s prior written consent, and any purported assignment without such consent will be null and void.
    
    13.3 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all prior discussions, agreements, promises and correspondence, whether oral or written, regarding the subject matter hereof, including without limitation any memorandum of understanding between the parties.
    
    13.4 Amendments. Except as provided for in the introductory paragraph of this Agreement, this Agreement may not be amended except by a document in writing signed by both Tipalti and Customer, or by Customer or a Customer User accepting subsequent terms and conditions within the Service.
    
    13.5 No Waiver. No failure, delay, or forbearance of either party in exercising any power or right hereunder will in any way restrict or diminish such party’s rights and powers under this Agreement or operate as a waiver of any breach or nonperformance by either party.
    
    13.6 Severability. If any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of this Agreement will not be affected, and the unenforceable provision will be enforced to the maximum extent permissible under Applicable Law. Nothing in this Agreement will be construed or be deemed to create any rights or remedies in or for the benefit of any third party.
    
    13.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. A scanned or faxed version of this Agreement will be deemed as an acceptable original thereof.
    
    13.8 Force Majeure. Except for the obligation to pay Fees, neither party shall be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of such party or its contractors, agents, or service providers, including but not limited to utility or transmission failures, failure of phone lines or phone equipment, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.
    
    13.9 Tipalti Contracting Entity, Governing Law, Binding Arbitration, and Waiver of Jury Trial.  

(a) This Agreement is governed by the law of the location specified in the table above according to the Tipalti contracting entity, without giving effect to its conflicts of laws rules.

(b) Any dispute, claim or controversy arising out of or relating to this Agreement or to the use of the Services will be settled by binding arbitration in accordance with the rules specified in the table above, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction. The arbitration will be conducted only in English, and with one arbitrator, mutually chosen by the parties. If the parties cannot agree on the arbitrator, one will be appointed under the applicable rules. THE PARTIES EACH WAIVE THE RIGHT TO A TRIAL BY JURY.

(c) If for any reason a dispute relating to this Agreement is deemed outside the scope of this agreement to arbitrate, or if this agreement to arbitrate is deemed unenforceable, to that extent, such legal suit, action or proceeding shall be instituted exclusively in a court of competent jurisdiction located in the venue specified in the table above according to the Tipalti contracting entity.

(d) The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the limitations of liability in this Agreement as to the types and the amounts of damages for which a party may be held liable. An oral hearing need not be held, except at the request of one or both parties. To the extent permitted by law, the parties shall keep the existence of the arbitration proceeding, hearing, award, and judgement in strict confidence.

13.10 Notices. All notices and other communications required or permitted hereunder to be given to a party to this Agreement must be in writing. 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. Any notice to Tipalti must also be sent to legal@tipalti.com to be effective. Tipalti may send notices to Customer to the physical address provided by Customer in their Order Form, or to the email of one or more of Customer’s administrative users. Tipalti may also send notices regarding the administration of the Services or resultant Fees through the Service itself.

Tipalti, Inc. and Tipalti Payments, Inc. are located at 1051 E. Hillsdale Boulevard, Suite 600, Foster City, CA 94404.

Tipalti Europe Ltd is located at 2nd Floor, St Martins Court, 10 Paternoster Row, London, EC4 7HP, United Kingdom.

Tipalti B.V. is located at Grote Bickersstraat 74-78, 1013 KS, Amsterdam, the Netherlands.

Tipalti Canada, Inc. is located at 505 Burrard St, Suite 1400, Vancouver, BC V7X 1M5.

13.11 Personal Information.

(a) Tipalti is a Processor in connection with providing the Services under the Agreement to the Customer. Separately, where Tipalti processes personal data for an independent purpose to fulfill its own legal obligations, Customer and Tipalti are each separate Controllers. Where Tipalti is acting in its capacity as a Processor, Tipalti’s processing of personally identifiable information or personal data, as that term is defined under the EU General Data Protection Regulation 2016/679 (“GDPR”), or otherwise under Applicable Law, received by Tipalti in connection with the Services is governed by the terms and conditions of the Tipalti Data Processing Addendum (“DPA”) located at www.tipalti.com/legal. Each party shall comply with the DPA.

(b) Tipalti’s collection, use, and storage of personal data in its capacity as a Controller is further detailed in Tipalti’s Privacy Policy found at tipalti.com/privacy.

(c) The terms “Business,” “Controller,” “Processor,” and “Service Provider” are as defined in applicable data protection laws, including GDPR and the California Consumer Privacy Act. “Controller” is deemed to also refer to “Business,” and “Processor” is deemed to also refer to “Service Provider.”

13.12 Survival. Sections 1, and 6 through 14 (inclusive) of this Agreement survive termination of this Agreement, as well as any other sections that by their nature, or in accordance with Applicable Law, would reasonably be expected to survive.

14. Definitions.
For the purposes of this Agreement, the following terms have the meanings set out below:

“Affiliate” means, with respect to any party, any corporation, company, partnership, or other entity which is directly or indirectly controlled by such party or is directly or indirectly controlled by a person or entity that is the same as that which controls the party. For the purposes of this definition, control means ownership of half or more of the voting interests in an entity.

“Applicable Law” means all applicable laws, statutes, codes, ordinances, orders, rules, whether domestic or foreign, plus all judgments, orders, writs, injunctions, decisions, rulings, and awards of any government authority having jurisdiction.

“Beta Service” means the features, functions, releases, or other Services that may be made available to Customer which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“CPI” means the annual percentage increase of the following consumer price index values, where billing currency is determined by the currency represented in the Subscription Fee-paying Customer’s Order Form: (1) if billed in GBP currency, the Consumer Price Index published by the Office for National Statistics in the UK (CPI Annual Rate 00: All Items 2015=100), (2) if billed in EUR currency, the Harmonised Index of Consumer Prices in Euro area published by the European Central Bank (HICP – Overall index, Euro area (changing composition), Monthly), (3) if billed in CAD currency, the Consumer Price Index published by Statistics Canada (Table 18-10-0004-01 Consumer Price Index, monthly, not seasonally adjusted, All-items) and (4) for all other billing currencies, the Consumer Price Index (All Items, U.S. city average, all urban consumers, not seasonally adjusted, 1982-84=100) published by the U.S. Bureau of Labor Statistics. All data is taken for the most recent month that data is available at the time of renewal.

“Customer Data” means information or documentation provided by or on behalf of Customer to Tipalti under this Agreement, including without limitation Payee Information, but excluding Usage Data.

“Customer User” means an individual that Customer permits to use the Services, or for whom user access has been purchased.

“EEA” means European Economic Area, which consists of the Member States of the EU and Iceland, Liechtenstein, and Norway.

“EU” means European Union.

“Fees” means all fees payable to Tipalti in consideration of the Services, including, without limitation, Subscription Fees, Transaction Fees, fees and amounts for attempted or completed Transactions, and other fees stated in the Order Form or otherwise.

“Funds” means Customer money held in a Tipalti Account.

“Go-Live Date” means a date after Customer passes Tipalti’s initial compliance review and the Services are first made available to Customer to send payments.

“Linked Account” means a bank account owned by Customer and used for funding a Tipalti Account.

“Lost Funds” means non-delivery of Funds in a Transaction due to Tipalti’s incorrect execution of Payment Instructions in breach of this Agreement.

“Money Transmission Services” means a Service where Tipalti acts on behalf of Customer by taking possession of Funds and transmitting those Funds to Payees as a money transmitter.

“Order Form” means the Tipalti order form including the Services that Customer ordered.

“Payee” means a person or business (1) with whom Customer has a pre-existing contractual relationship; (2) who has provided a product or service to Customer; and (3) who will be the recipient of a payment made by the Customer through Tipalti’s Payment Services.

“Payee Information” means the Payee’s identification information, payment information, tax information, and all other related information regarding a Payee collected through the Services as required for Customer’s usage of the Services, but does not include anonymized or aggregated information about Payees within or in relation to the Services.

“Payee Portal” means an internet portal provided by Tipalti to the Payees, from which the Payee may access and use the Services.

“Payment Instructions” means instructions and all relevant information provided to Tipalti and required by Tipalti to execute payments to the Payees through the Payment Services.

“Payment Processing Services” means a Service where Tipalti is appointed by the Payee as its agent for the limited purpose of accepting payments on its behalf.

“Payment Services” means Services which enable Customer to make payments to Payees, including but not limited to Money Transmission Services, and Payment Processing Services.

“Payer Dashboard” means the portal through which Customer accesses the Services.

“Registration Information” means the Payee’s personal data collected by Tipalti in order for the Payee to register for and use the Payee Portal. Registration Information does not include any information related to the Transactions between the Customer and the Payee, or any other Customer Confidential Information.

“Schedule” means any amendments, exhibits, schedules, or addendums, or other agreements entered into by the parties.

“Services” means all services offered by Tipalti including, but not limited to, any Beta Service, Payment Services, Payer Dashboard, Payee Portal, and all other websites, features, functionalities, and capabilities.

“Subscription Fee” means the total per-unit or other Fee for access to a particular Service during the Term as stated in the Order Form, provided within the Services, or as otherwise agreed between the parties.

“Substantial Change” means any change which imposes material additional obligations on Customer or takes away any material rights of Customer.

“Supplier” means each Payee, and each additional person or business whose information is entered into the Services as a vendor of Customer.

“Tipalti” means the Tipalti contracting entity described in the “Tipalti Contracting Entity, Governing Law, Binding Arbitration, and Waiver of Jury Trial” section above, as determined by the Customer’s domicile.

“Tipalti Account” means Customer’s virtual account(s) with Tipalti through which the Services are provided and Funds recorded.

“Tipalti Bank” means a bank or financial institution where Tipalti maintains customer Funds.

“Tipalti Content” means any information, pictures, videos, text, graphics, software programs or code used or made accessible by Tipalti in connection with the Services or collected by or on behalf of Tipalti related to the usage of the Services.

“Tipalti KYC Data Gathering Form” means such forms, questionnaires, and correspondence as Tipalti may require Customer or its Affiliates to complete or provide prior to or during the Term hereof to gather information concerning the Customer.

“Transaction” means an actual or attempted payment or unit-based transaction.

“Transaction Fee” means the Fees payable per Transaction or certain related processes, as stated by Tipalti in the Order Form, within the Services, or as otherwise agreed between the parties.

“Usage Data” means information automatically collected in connection with any Customer User’s or Payee’s use of the Service, including without limitation page visits, features utilized, visit duration, error logs, performance data, and diagnostic data.