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Submitted URL: https://tipalti.com/payee-agreement/
Effective URL: https://tipalti.com/en-eu/payee-agreement-20220524/
Submission: On August 11 via api from US — Scanned from DE

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PAYEE AGREEMENT

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”). 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 security of, and all
activity occurring under, its login credentials, and for all data submitted to
the Payment Processing Service. 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.

3.Personal Data. Personal data received by Tipalti from the Payor for purposes
of providing the Payment Processing Services is subject to the Payor’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 Payor
is the data controller of Payee’s personal data where Payee’s personal data is
used in connection with the transactions received from that Payor, 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.

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 (spread) of up to 3%, which is 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: 1810 Gateway Drive, Suite 300, San Mateo, California, 94404 with a copy
to legal@tipalti.com.

8.Agent of the Payee for California, Nevada, and United Kingdom (“UK”) Payors.
If the Payor is in California, Nevada, or the UK, 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. 




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