PIPEFY SOLUTION TERMS OF USE

These Pipefy Solution Terms of Use (the “Terms” or “Agreement”), together with any other Terms and/or Policies incorporated by reference, constitute a legal agreement governing the use of the Pipefy Solution owned by Pipefy, Inc., a foreign company duly incorporated under the laws of the State of Delaware, with a mailing address in the City of San Francisco, California, at 548 Market Street, PMB 96462, United States of America (“Pipefy”). The Customer accepts and agrees to the conditions of these Terms by (i) clicking a box indicating acceptance, (ii) executing an Order Form that references these Terms, or (iii) using the Pipefy Solution, even on a free or trial basis.

BY ACCEPTING THESE TERMS, THE CUSTOMER REPRESENTS THAT IT HAS FULL AUTHORITY TO CONTRACT AND TO BIND THE LEGAL ENTITY IT REPRESENTS TO COMPLIANCE WITH THESE TERMS. IF YOU DO NOT AGREE, OR DO NOT HAVE AUTHORITY TO BIND THE COMPANY OR ENTITY, DO NOT ACCEPT THESE TERMS OR ACCESS/USE THE PIPEFY SOLUTION OR ITS WEBSITES.

1. PIPEFY SOLUTION

1.1. The Pipefy Platform (also referred to as the “Pipefy Solution”) is a cloud-based tool that allows the registered legal entity (“Customer”) to automate and manage different types of processes, through the use of existing templates or configuration of the Solution, which may be performed by the User itself or through the engagement of additional services, governed by specific terms. These Terms govern access to and use of the Pipefy Solution by the User and its authorized representatives.

1.2. Subject to the Customer’s compliance with these Terms and payment of the Fees set forth herein, Pipefy grants the Customer a non-exclusive, non-transferable subscription license (“License”), which gives the Customer the right to access and use the Pipefy Solution for the term set out in the Virtual Account (defined below) or in an Order Form. The Customer acknowledges and agrees that any improvements or updates to the Pipefy Solution that may be made available to the Customer during the Contract Term will form part of the Pipefy Solution and will be subject to the conditions of these Terms and/or specific terms.

1.3. The Customer may use the Pipefy Solution by purchasing a License for each authorized user (“User”), according to the different plans available on the Pipefy pricing page, available at https://www.pipefy.com/pt-br/precos/, by creating an account to use and access the features of the Pipefy Solution (“Virtual Account”), registering on the Pipefy Website or executing an Order Form, whichever occurs first. The right to access the Pipefy Solution will remain valid throughout the Contract Term.

1.3.1. Plan-Specific Features. Pipefy reserves the right to offer different or specific features for each plan. The essential features of each plan will be those described on the pricing page (https://www.pipefy.com/pt-br/precos/) in effect at the time the Customer purchases or renews the service. Additional features not listed on the pricing page may be modified, added, or removed at Pipefy’s discretion.

1.3.2. Usage Limits and Additional Charges. Use of the Pipefy Solution is subject, depending on the plan chosen, to limits established for quantities of: processes, users, cards, guests, interfaces, database records, storage, automation tasks, API calls, customizable integrations, connections between processes, and others as set out at the link above. If these limits are exceeded, the Customer will be subject to charges for excess usage, additional packages, and/or migration to a higher plan, in accordance with the other conditions of these Terms.

1.3.2.1. Precedence of Quantitative Limits. The commercial name assigned to the plans (for example: “Starter,” “Business,” “Enterprise,” “Unlimited,” or similar) is for identification purposes only and does not imply, under any circumstances, the granting of unlimited resources or the absence of technical restrictions. The scope of the usage license is strictly limited to the quantities, volumes, seats, and metrics specified in the Order Form and in Pipefy’s Technical Documentation, which prevail over any commercial designation.

1.3.2.2. Bonus Resources. Any resources, volumes, or features granted to the Customer as a bonus, courtesy, or with a 100% (one hundred percent) discount in the Order Form will, for all legal purposes, be incorporated into the contracted usage allowance. Such resources are subject to the same usage monitoring, accounting, and overage billing rules set forth in this Agreement. If the bonus volume is exceeded, the overage rates then in effect or agreed upon in the purchase document will automatically apply.

1.3.3. Additional Packages. Subject to availability, the Customer may purchase, upon execution of an Order Form, additional packages to expand the limits of the Pipefy Solution Plan and, also, of certain Add-Ons, if purchased. For detailed information on prices and conditions for the packages, the Customer should contact its Account Manager or the Pipefy Support team. The allowance for such packages is not cumulative and renews monthly according to the term and billing cycle of the contract.

1.4. Administrator User (“Admin”) and Account Administrator (“Super Admin”). The Customer is solely responsible for identifying each User added, and may, when necessary, transfer or modify such identifications and usage permissions. The Virtual Account must be managed by at least one privileged User, designated as “Admin” and “Super Admin,” as authorized by the Customer.

1.4.1. Admin. Has, among others, the ability to add new Licenses and Features, with conditions equivalent to existing ones, in addition to creating, monitoring, or modifying other Users’ permissions, managing access, and controlling, removing, or altering the Customer’s data, in whole or in part.

1.4.2. Super Admin. Has all Admin privileges, plus the exclusive ability to create custom roles, manage service accounts, and edit the Customer’s users’ roles and permissions within the Virtual Account panel.

1.4.3. When creating a User ID, the Customer will be responsible for:
a) maintaining the security and confidentiality of its Users’ passwords and access credentials, which are non-transferable and may not be shared;
b) any and all actions performed using its Users’ accounts, in particular the Admin’s and Super Admin’s;
c) ensuring that all Users are over 18 (eighteen) years of age and are duly instructed on the use of the Pipefy Solution; and
d) notifying Pipefy immediately if it becomes aware of any unauthorized use of or access to its Virtual Account and/or any breach of these Terms.

1.5. Optional Services and Features. The Customer may choose to purchase Additional Services and Features, such as:
(i) Professional Services, subject to the Professional Services Terms available at https://www.pipefy.com/pt-br/termos-e-condicoes-servicos-profissionais/;
(ii) a Single Tenant Instance for hosting its data, subject to the terms of Annex IV, if purchased; and/or
(iii) Add-ons to the limits of its plan, users, or features in addition to the Pipefy Solution’s standard offering (“Add-Ons”), such as the use of the artificial intelligence solution (“Pipefy AI”), subject to the additional terms available in Annex V, or access to and use of the Digital Signature feature (“PipeSign”), subject to the additional terms available in Annex VI.

1.5.1. In addition, Pipefy may offer, at no additional cost for eligible Plans, consulting services to help the Customer optimize its use of the Pipefy Solution. For this purpose, Pipefy may use non-confidential information from the Customer’s account in anonymized form, with the goal of improving the Pipefy Solution, identifying usage trends, and sharing aggregated insights with the Customer.

1.5.1.1. Pipefy may collect and use: (i) usage data, telemetry, technical metrics, operational metadata, and aggregated or anonymized information related to use of the Pipefy Solution, for purposes of security, fraud prevention, support, performance analysis, improvement of the Pipefy Solution, feature development, internal statistics, and generation of aggregated insights; and (ii) Workflow Intelligence Data, as defined below, for the development and enhancement of Pipefy’s ontologies, blueprints, MCPs (Model Context Protocol), and proprietary process-intelligence models. For purposes of this item, ‘Workflow Intelligence Data’ means structural and behavioral process data — including flow architectures, configuration patterns, automation metadata, relationships between entities, execution patterns, and exceptions — that does not constitute Personal Data, Sensitive Data, or identifiable business content entered by the Customer (such as card text, documents, individual financial figures, or information subject to trade secrecy). Pipefy will not use identifiable Customer Data, Personal Data, or business content entered by the Customer for marketing, advertising, sale of data, training of third-party foundation models, or development of general-purpose AI models, except with the Customer’s prior, express, and specific authorization or when the data is effectively anonymized, in accordance with applicable law.

1.5.2. Migration, configuration, or implementation activities associated with the Pipefy Solution will be carried out based on the effort estimate contained in the Order Form or other applicable instrument, prepared taking into account the scope, assumptions, and information provided by the Customer at the time of contracting. Given the nature of these projects, if there is a change in scope, assumptions, or other circumstances affecting the initially estimated effort, the Parties will jointly review the need for additional effort. Any approved additional effort will be billed as set forth in the Order Form or applicable instrument.

1.6. Minimum Commitment and Overage. In all cases, the initial quantity of Licenses, Services, Add-Ons, and Features purchased, as specified in the Virtual Account and/or Order Form, must be kept constant throughout the agreed term (“Minimum Commitment”), and serves as the basis for billing regardless of actual use. Pipefy is authorized to charge for any overage of the Licenses, Services, Add-Ons, and Features allowances and to adjust it according to the new usage level for future billing, without requiring approval, by sending prior notice at least 30 days before billing begins. Continued use of the overage will be deemed acceptance of the new financial terms.

1.6.1. Accounting for Automations. Automation tasks are billed monthly based on automation triggers, regardless of whether the action is executed. That is, each time a trigger fires, even if the action is not executed due to conditions, the trigger will be counted. Detailed information on how automations are counted is available in the Help Center, accessible at: https://help.pipefy.com/pt-BR/. The Customer agrees that use of the Pipefy Solution implies acceptance of these accounting conditions and usage limits.

1.6.2. Accounting for API Calls. API Calls are counted monthly based on the number of requests made by the Customer to APIs external to the Pipefy UI. Each HTTP request, including but not limited to create, read, update, and delete operations, will be considered an API call. The count includes fully or partially successful calls, as well as conditionals applied to calls that directly affect the processing and response of the API. Detailed information on how API calls are counted is available in the Manual. The Customer agrees that use of the Pipefy Solution implies acceptance of these accounting conditions and usage limits.

1.6.3. Sizing and Consumption Monitoring. It is the Customer’s sole responsibility to assess and size the volume of technical resources required for its operation (such as API calls, automation runs, connectors, and others), ensuring that the limits contracted in the Order Form are compatible with its actual demand. The Customer acknowledges that Pipefy’s internal measurement and monitoring systems are the only valid records for purposes of usage accounting and overage assessment, prevailing over any estimates, simulations, or verbal or written projections not expressly formalized as guaranteed limits in the Order Form.

2. RESPONSIBILITIES OF THE PARTIES

2.1. Pipefy’s Responsibilities. Pipefy undertakes to:
a) make the Pipefy Solution available to the Customer uninterruptedly, 24 hours a day, 7 days a week, in accordance with these Terms and the applicable Order Form, if any;
b) provide support for the Pipefy Solution in accordance with the plan purchased by the Customer and the terms set forth in Annex III — Pipefy Support Plans; and
c) use commercially reasonable efforts to ensure 99.90% uptime of the Pipefy Solution, in accordance with the provisions of Annex II.

2.2. Customer’s Responsibilities. For its part, the Customer undertakes to:
a) be responsible for the correct use of the Pipefy Solution and faithful compliance with these Terms, on its own behalf and on behalf of its Users, undertaking not to decompile, reverse engineer, or disassemble the Pipefy Solution or any technology encompassed therein (“Pipefy Technology”). It will further not attempt, in any way, to extract the source code of the Pipefy Technology or make improper use of Pipefy’s Intellectual Property, whether registered or not;
b) be responsible for the accuracy, quality, and legality of the information, data, files, texts, images, personal information, or any other content, whether its own or third parties’, (“Customer Data”) provided to Pipefy for registration and billing purposes, and/or entered into the Pipefy Solution for use purposes; as well as for the manner in which such Data was acquired, it being prohibited to use the Pipefy Solution to process defamatory, unlawful, and/or illegal content, or content that violates third parties’ privacy or intellectual property rights;
c) use reasonable efforts to maintain the confidentiality of its access credentials, prevent direct or indirect unauthorized access or use of the Pipefy Solution, and notify Pipefy immediately of any unauthorized access or use;
d) use the Pipefy Solution in accordance with these Terms and applicable laws and regulations, refraining from financing, funding, sponsoring, or in any way using the Pipefy Solution to engage in any unlawful acts, including, but not limited to, storing or transmitting Malicious Code, engaging in social engineering practices (phishing, baiting, etc.), sending unsolicited bulk electronic communications (“spam”), or disseminating content that may harm the reputation of the Pipefy Solution or third parties. The Customer must limit use of the Solution to sending transactional electronic communications strictly related to the process managed within the Pipefy Solution;
e) comply with the terms of service of Non-Pipefy Applications that it uses and accesses together with the Pipefy Solution;
f) not sell, resell, license, sublicense, distribute, rent, lease, or offer, in whole or in part, on its own behalf or on behalf of third parties, the Pipefy Solution; nor copy, reproduce, modify, create, or develop derivative works of any part of the Pipefy Solution, its resources, functions, online user guides, documentation, help and training materials periodically provided by Pipefy (“Documentation”) and/or User interface; and
g) not interfere with or disrupt the integrity or performance of any tool or third-party data contained therein.
h) be fully responsible for the products, services, processes, decisions, communications, and services provided through the Pipefy Solution, including vis-à-vis its own customers, consumers, beneficiaries, insureds, end users, or any third parties interacting with the Solution (“Customer’s Third Parties”). The Customer acknowledges that Pipefy acts exclusively as a provider of the Solution’s technological infrastructure and does not participate in the execution, validation, approval, or management of the Customer’s operations, nor does it have any legal relationship with the Customer’s Third Parties. The Customer must take reasonable measures to identify itself as the sole party responsible for such operations and must not represent Pipefy as being responsible for its products, services, or processes, being fully liable for any claims, demands, or losses arising from its dealings with the Customer’s Third Parties, except in cases of proven exclusive fault of Pipefy in the provision of the Solution.

3. BILLING AND PAYMENT

3.1. Fees. Except for free plans or trials, the Customer will pay all amounts specified in the Order Form and/or Virtual Account relating to the Pipefy Solution, Professional Services, Add-Ons, and others, as applicable, regardless of actual use, for the contracted term, which may be monthly, annual, or multi-year, as also specified in the Order Form and/or Virtual Account. Amounts are non-cancelable and non-refundable (except as set forth in clause 9.5.1), and the Customer must maintain the Minimum Commitment purchased throughout the Contract Term. For all purposes, the volume recorded in the Virtual Account will be used to determine overage under the contracted allowances.

3.1.1. Use of features, automations, or API calls beyond the limits established in the contracted plan will be automatically billed following prior notice from Pipefy. Notice will be sent 30 days in advance, detailing the overage and the additional costs. Continued use will be deemed acceptance of the new fees.

3.2. Taxes and Fees. The amounts specified in the Order Form and/or Virtual Account are net amounts and will be processed in U.S. dollars (“Solution Fees”). The Solution Fees do not include any credit card, banking, or foreign exchange fees, taxes, duties, contributions, levies, obligations, fees, and/or government charges of any kind, and, where applicable, such fees must be collected and paid exclusively by the Customer in addition to the Solution Fees, regardless of the Customer’s jurisdiction of residence. Accordingly, such taxes/fees will be deemed added to the subscription amounts owed by the Customer.

3.3. Payment. Pipefy will issue invoice(s), directly or through contracted third parties for payment processing, to be paid in accordance with the payment method and term selected by the Customer at the time of contracting. If the payment method is a credit card, the Customer hereby expressly authorizes Pipefy to charge the credit card for amounts due for the initial contract, renewals, additional Users, and/or overage, as applicable. Charges may be made in advance, annually, or according to the frequency indicated in the applicable Order Form and/or Virtual Account.

3.3.1. If a purchase order number is required for an invoice to be paid, the Customer must provide such purchase order number to Pipefy by emailing [email protected] within 72 hours of receiving the Order Form or the invoice issued by Pipefy, whichever occurs first.

3.3.2. The Customer may, at any time, revoke the authorization for recurring credit card billing, in which case it must choose another payment method offered by Pipefy, under penalty of suspension or cancellation of the services following prior notice.

3.4. Late Payment. If any amount invoiced by Pipefy is not received by the due date, Pipefy, without prejudice to other remedies available to it, may (a) apply late-payment interest of 1% per month and a penalty of 2% on the overdue installment amount; and/or (b) condition future renewals and Order Forms on more restrictive terms and payment conditions, upon prior notice to the Customer; and/or (c) review any discounts and bonuses granted (“Special Condition”) for the then-current contract period; and/or (d) pursue administrative or judicial collection, directly or through third parties, with the Customer being responsible for bearing all reasonable expenses related to collecting the overdue amount, including court costs and attorneys’ fees, where applicable.

3.4.1. Suspension. In the event of any overdue Customer payment — 15 days for credit card payments, and 30 days or more for other payment methods — Pipefy, in addition to its other rights, may accelerate future obligations, making them immediately due, and suspend the Services until such amounts are paid in full. Except for Customers whose credit or direct-debit card payment was declined, Pipefy will notify the Customer at least 5 days in advance of the delinquency before suspending the Customer’s access to the Pipefy Solution.

3.4.2. Suspension of the Pipefy Solution does not exempt the Customer from the obligation to pay amounts owed, including for the suspension period, if the Pipefy Solution is later reactivated.

3.5. Payment via Partners. The Customer, if eligible, may make payments owed to Pipefy through pre-approved commercial Partners, provided it meets the eligibility conditions defined by Pipefy. Payment through such Partners may be subject to processing fees, which may increase the amounts originally provided for. In addition, all amounts shown in the Order Form and/or in Commercial Proposals are net of taxes. Accordingly, the Customer will be solely responsible for the payment of any taxes on the transaction, including, but not limited to, direct and indirect taxes, fees, contributions, and applicable charges, in accordance with applicable law.

4. DATA PROTECTION

4.1. Pipefy will maintain adequate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data processed by the Pipefy Solution. Such safeguards include, but are not limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (except where authorized by the Customer or its Users to third parties) entered into the Pipefy Solution, as governed by these Terms, its Annex I — Data Protection (“DPA”), and the Pipefy Privacy Policy, available at https://www.pipefy.com/pt-br/politica-de-privacidade, which are integral and indispensable parts of these Terms.

5. CONFIDENTIALITY

5.1. Except as otherwise provided in these Terms, each Party agrees that all information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure — including, but not limited to, Customer Data; information about the Solution, Services, or Pipefy Content, as well as these Terms and all Order Forms (including pricing), business and marketing plans, technical and technological information, and product plans and designs and business processes disclosed by such party — is considered “Confidential Information.”

5.2. Except as expressly authorized herein, the Receiving Party (i) will keep Confidential Information confidential and will not disclose it to third parties, and (ii) will not use Confidential Information for any purpose other than performing its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives who have a legitimate need to know, provided they are bound by confidentiality obligations no less protective of the Disclosing Party than this Section 5, and the Receiving Party remains responsible for their compliance with these terms.

5.3. The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (i) was already legitimately in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes publicly known through no fault of the Receiving Party; (iii) was rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) was independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if required to do so by regulation, law, or court order (but only to the minimum extent necessary to comply with such regulation or order, and with prior notice to the Disclosing Party).

6. LICENSES AND OWNERSHIP RIGHTS

6.1. Intellectual Property. The Customer acknowledges and agrees that:

6.1.1. The Pipefy Solution and any related content are licensed, not sold, to the Customer by Pipefy, and the Customer does not acquire, under or in connection with these Terms, any ownership interest in the Pipefy Solution or in any related Intellectual Property Rights. For purposes of these Terms, “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter existing under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property laws, and all similar or equivalent rights or forms of protection, anywhere in the world.

6.1.2. Pipefy is the sole and exclusive owner of all rights, titles, and interests in the Pipefy Solution, Add-Ons, Blueprints made available by Pipefy, proprietary ontologies, workflow-intelligence models, knowledge-graph databases, and proprietary MCPs, and other Services and features, including all related Intellectual Property Rights, subject only to the limited license granted to the Customer under these Terms.

6.1.3. The Customer acknowledges and agrees that Pipefy is and will remain the sole owner of all its rights, titles, and interests in the Pipefy Solution (including any rights in derivative works or patent improvements related thereto), whether held or acquired by operation of law, contract, assignment, or otherwise. Pipefy holds all Intellectual Property Rights related to the Pipefy Solution, including, but not limited to, any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by the Customer, or by any other person in connection with the Pipefy Solution, which are considered voluntary contributions to Pipefy. The Customer undertakes not to copy, distribute, reproduce, or use any element of the Pipefy Solution or of Pipefy’s Intellectual Property Rights.

6.1.4. For clarity, any tools, scripts, reusable components, templates, Blueprints, Add-Ons, connectors, accelerators, methodologies, standardized configurations, automations, technical documentation, and other assets or artifacts developed, created, or used by Pipefy in the context of implementation, migration, integration, support, or provision of the Services will remain the exclusive property of Pipefy, even if used or configured for the Customer’s benefit, and will not constitute any assignment, transfer, or additional license of intellectual property rights beyond that expressly provided for in these Terms.

6.2. No Implied Rights. Except for the limited rights and licenses expressly granted in these Terms, nothing herein grants, by implication, waiver, estoppel, or otherwise, to the Customer or any third party, any Intellectual Property Rights or other right, title, or interest in the Pipefy Solution or any other services, software, or content provided under these Terms.

6.3. Customer Cooperation and Notice of Infringement. During the Contract Term, the Customer will take commercially reasonable steps to:
a) protect the Pipefy Solution (including all copies thereof) against infringement, misappropriation, theft, misuse, or unauthorized access;
b) at Pipefy’s expense, take all steps Pipefy may reasonably require to help Pipefy maintain the validity, enforceability, and Pipefy’s ownership of the Intellectual Property Rights in the Pipefy Solution;
c) immediately notify Pipefy in writing if the Customer becomes aware of: (i) any actual or suspected infringement, misappropriation, or other violation of Pipefy’s Intellectual Property Rights in the Pipefy Solution; or (ii) any claim that the Pipefy Solution, including any production, use, marketing, sale, or other disposition thereof, in whole or in part, infringes, misappropriates, or otherwise violates the Intellectual Property Rights or other rights of any person; and
d) fully cooperate with and assist Pipefy in all reasonable ways in the conduct of any action by Pipefy to prevent or mitigate any actual or threatened infringement, misappropriation, or violation of Pipefy’s rights, and attempt to resolve any actions related to the Pipefy Solution.

6.4. Reservation of Rights. Pipefy reserves all rights, title, and interest, including intellectual property rights, in the Pipefy Solution, Services, and/or related Content, as well as any updates, upgrades, extensions, components, and derivative products, even if such items originate from Customer comments or feedback, without any obligation to pay royalties or other amounts to the Customer. Pipefy reserves the right to seek injunctive relief in any court of any jurisdiction to prevent infringement of its Intellectual Property.

6.5. Commercial References. Pipefy may use the Customer’s name and logo solely for commercial reference purposes and to publish use cases on its website and/or marketing materials, and is prohibited from other uses without the Customer’s consent. The Customer may revoke this right at any time, in accordance with item 13.6 (Notices), in which case Pipefy will discontinue such use within a commercially reasonable period, except for materials already produced, archived, or difficult to remove immediately.

7. NON-PIPEFY APPLICATIONS AND INTEGRATIONS

7.1. The Customer may choose to purchase third-party products or services in connection with the Pipefy Solution, including, but not limited to, any type of integrated third-party software application (“Non-Pipefy Applications” or “Apps”). Any purchase by the Customer of such products or services, and any exchange of Data with Non-Pipefy Applications, will occur under the sole responsibility of the Customer and the applicable third party. Pipefy does not warrant or support Non-Pipefy Applications, products, or services, whether or not designated as “certified” or otherwise, nor whether billed together with the Pipefy Solution. Pipefy is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such Non-Pipefy Application or its provider, and the Customer will be subject to the applicable third party’s Terms and Conditions and Privacy Policy. Pipefy also will not be responsible for failures, unavailability, or delays arising from products, services, integrations, or activities performed by third parties, including Non-Pipefy Applications and partners engaged by the Customer for implementation, migration, or data transfer services.

8. WARRANTIES OF THE PIPEFY SOLUTION

8.1. Limited Warranties. Pipefy warrants that: (a) during the Contract Term, the Pipefy Solution will perform, in all material respects, in accordance with the applicable Documentation; and (b) any Professional Services provided to the Customer will be performed in a professional and competent manner.

8.2. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN CLAUSE 8.1, THE PIPEFY SOLUTION, ANY PROFESSIONAL SERVICES, FEATURES, AND/OR ADD-ONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PIPEFY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PIPEFY DOES NOT WARRANT THAT THE PIPEFY SOLUTION OR THE SERVICES WILL BE FREE OF DEFECTS OR ERRORS, OR THAT ALL DEFECTS WILL BE CORRECTED.

8.3. The Customer agrees that its License and purchase of the Pipefy Solution are not conditioned on any expectation regarding:
a) access to the Pipefy Solution beyond the contracted term;
b) delivery of any new features in addition to those already existing in the Pipefy Solution; or
c) any public statement, oral or written, made by Pipefy regarding possible features or characteristics to be developed.

8.4. Beta Solutions. From time to time, Pipefy may invite the Customer to try, free of charge, new services and/or products made available and designated as beta, limited edition, pilot, or other designation (“Beta Solutions”), which may or may not be available to other Customers and/or included in the standard Pipefy Solution. The Customer may accept or decline, at its sole discretion, to participate in such trials. Beta Solutions may be incomplete and subject to additional terms. Pipefy may discontinue Beta Solutions at any time, at its sole discretion, or turn a Beta Solution into an effective product subject to different commercial terms after the trial period ends. Pipefy will have no liability for any damage or loss arising from or related to a Beta Solution.

8.5. Discontinuation for Security Reasons. Pipefy may immediately discontinue any feature, whether essential or not, if it identifies serious security risks, including, but not limited to, vulnerabilities that compromise the integrity, confidentiality, or availability of the Customer’s data or the Pipefy Solution, imminent or ongoing cyber threats, misuse of the feature by third parties, conflicts with regulatory or legal requirements, or critical failures that could result in data breaches. In such situations, Pipefy will notify the Customer as soon as possible, will provide, whenever feasible, general information about the identified risk without compromising the security of the Solution, and will take measures to resolve the issue and restore the feature, when possible. The Customer acknowledges that such actions, when justified for security reasons, do not constitute a breach of contract, and Pipefy may restrict technical details about the vulnerabilities to protect the integrity of the Solution and its users.

8.6. Artificial Intelligence Features. The Pipefy Solution may include features based on artificial intelligence, advanced automation, predictive or generative models, or similar technologies (“AI Features”), which are assistive and probabilistic in nature. The Customer is solely responsible for reviewing, validating, and approving the results generated before using them in decisions, communications, processes, or operations, particularly when they may produce legal, financial, regulatory, labor, commercial, or other significant effects on third parties. AI Features do not replace human judgment, professional advice, or the Customer’s own legal, regulatory, technical, or business validations, and the specific terms set forth in Annex V also apply.

9. TERM AND CANCELLATION

9.1. Contract Term and Renewal. Unless otherwise provided in the applicable Order Form, at the end of each Contract Term, this Agreement will automatically renew for successive periods of equal duration. The quantity of Licenses, Services, and Optional Resources for the renewal period will be based on the volume initially contracted or the volume in effect at the end of the then-current period, whichever is greater.

9.1.2. Notice of Non-Renewal or Downgrade. Automatic renewal will not occur if the Customer notifies Pipefy of its intent not to renew the Agreement or to Downgrade, observing the following minimum advance notice periods:
(a) for monthly Contract Terms: notice must be sent 30 (thirty) days in advance.
(b) for annual or multi-year Contract Terms: notice must be sent 60 (sixty) days in advance.

9.1.3. Notice Procedure. Notice must be given exclusively by completing the form available at: https://app.pipefy.com/public/form/XqTumhKO. In the absence of notice sent within the time and manner stipulated, the Agreement will automatically renew in accordance with this clause.

9.1.4. Unless expressly stated otherwise, if the Customer has received a special commercial condition, it acknowledges that upon renewal the then-current list prices will apply, and Pipefy will not be bound by any discounts or bonuses granted during the prior contract term.

9.2. Price Adjustment. Pipefy will, annually, adjust the amounts owed by the Customer to reflect variations resulting from inflation, investment in development and evolution of its products, and other costs inherent to the maintenance and operation of its software business. The adjustment percentage will be capped at up to 7% (seven percent) per year, and must be communicated to the Customer in writing (including electronically) at least 30 (thirty) days in advance. The adjustment will take effect on the renewal date of the contracted subscription or, for contracts with a term exceeding 12 (twelve) months, on the respective contract anniversary.

9.3. Changes to the Price List. In exercising its business autonomy and with regard to free enterprise and competition, Pipefy may, upon prior notice of 30 (thirty) days, revise its Plans and Pricing table available at: www.pipefy.com/pt-br/precos/. Any changes will take effect only on the Agreement’s renewal date. Price changes will be deemed accepted if the Customer continues to use the Pipefy Solution under the new terms and conditions.

9.3.1. Changes to Plans and SKUs. Pipefy may, upon notice, discontinue specific plans or SKUs from its portfolio. In such cases, continuity of the Services after the end of the then-current Contract Term will be conditioned on the Customer migrating to the plans and prices in effect in Pipefy’s Price List at the time of renewal. Renewal of the Agreement does not guarantee that commercial conditions of discontinued or promotional plans from prior cycles will be maintained. The notice provided for in this clause may be given individually, in the context of contract renewal discussions.

9.4. Changes to Features. Any material changes to the Pipefy Solution’s features will be communicated and implemented in accordance with the process described in Section 9 of these Terms.

9.5. For-Cause Termination. The Parties may terminate the contract early, as a matter of right, exclusively in the following circumstances:
a) in the event of a proven material breach of the obligations set forth in these Terms, not cured within 10 (ten) business days after written notice from the Non-Breaching Party to the Breaching Party, or such other period mutually agreed for cure;
b) if either Party ceases its business operations or enters into bankruptcy or any other insolvency-related proceeding, such as judicial liquidation; and
c) in the event of a criminal conviction rendered by a competent court against either Party;
d) due to force majeure or an act of God that persists for more than 30 (thirty) consecutive days, making continued performance of the contract impossible.

9.5.1. If the Customer terminates this Agreement or an Order Form in accordance with this clause 9.5, Pipefy will refund any prepaid and unused fees relating to the terminated portion of the Agreement or applicable Order Form.

9.6. Effects of Cancellation. In any case of expiration or cancellation of these Terms, the Parties must cease and eliminate use of all Confidential Information, confirming deletion as requested by the other Party. The Customer’s access to its Data in the Pipefy Solution will be terminated immediately upon cancellation and purged as set forth in Annex I. The Customer must ensure that it exports its Data during the applicable Contract Term.

9.7. Survival. The Sections entitled “Billing and Payment — Section 3,” “Indemnification — Section 11,” “Non-Pipefy Applications and Integrations — Section 7,” “Licenses and Ownership Rights — Section 6,” “Confidentiality — Section 5,” “Limitation of Liability — Section 10,” and “General Provisions — Section 13” will survive any termination or expiration of these Terms.

10. LIMITATION OF LIABILITY

10.1. UNDER NO CIRCUMSTANCES WILL THE PARTIES AND THEIR SUPPLIERS BE LIABLE FOR any consequential, incidental, special, indirect, and/or exemplary damages arising out of or in any way related to the use and/or inability to use the Pipefy Solution, products, services, and information, or the provision of or failure to provide support services, including, but not limited to, lost profits, loss of information or other losses, business interruption, personal injury, failure to fulfill any duty, or any other claim for financial or other loss. These limitations will apply notwithstanding the failure of the essential purpose of any limited remedy. THE LIABILITY OF THE PARTIES AND THEIR SUPPLIERS, IN ALL CASES, INCLUDING FOR DIRECT OR GENERAL DAMAGES, WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, OR TO THE AMOUNT ACTUALLY PAID BY THE CUSTOMER IN THE 12 (TWELVE) MONTHS PRECEDING THE CLAIM, WHICHEVER IS LESS. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE CONTRACTED PRICES REFLECT THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SET FORTH HEREIN.

10.2. Excluded from this limitation are cases of damages arising from willful misconduct, gross negligence, proven gross negligence, intentional misconduct, or infringement of intellectual property, by either Party, and the payment obligations set forth in Section 3. Pipefy will not be held liable for interruptions or failures arising from causes beyond its reasonable control or from force majeure events.

11. INDEMNIFICATION

11.1. Subject to Section 11 and Section 10, the Parties agree to defend, indemnify, and hold harmless the Non-Breaching Party and its Affiliates, officers, directors, employees, agents, and representatives from any third-party claims, damages, liabilities, losses, expenses, or reasonable costs (“Losses”) arising from claims of proven liability of the Breaching Party. Pipefy will indemnify the Customer for claims alleging that the Pipefy Solution infringes third-party intellectual property rights, provided that use of the Solution complies with these Terms, excluding cases involving the Customer’s modification of the Pipefy Solution, combined use of the Pipefy Solution with Non-Pipefy Applications, or infringement claims related to Customer Data and/or external events that give rise to indemnification obligations on the Customer’s part. For its part, the Customer will indemnify Pipefy for any breach of these Terms or applicable law, infringement caused by Customer Data in relation to third-party rights, as well as claims related exclusively to the Customer’s operations and its end users, unconnected to the Pipefy Solution.

11.2. In all cases, for the indemnification obligations under this Section to apply, the Non-Breaching Party seeking indemnification must: (i) promptly provide written notice of the claim for which it is seeking indemnification; (ii) allow the Breaching Party to control the defense of and/or negotiations to resolve the claim, provided that the Breaching Party will not enter into any settlement involving a monetary obligation or admission of liability without the Non-Breaching Party’s prior express consent; and (iii) reasonably assist in the defense or resolution at the Breaching Party’s request, at the Breaching Party’s expense.

12. PURCHASES THROUGH A RESELLER (IF APPLICABLE)

12.1. This Section applies only if the Customer purchases the Pipefy Solution and/or Additional Services directly from a certified Reseller Partner duly authorized by Pipefy (“Reseller”).

12.2. In the event of any conflict between these Terms and the agreement between the Customer and the Reseller, including any purchase order (“Reseller Agreement”), these Terms will prevail. Any rights granted to the Customer and/or any other User under the Reseller Agreement that are not covered by these Terms will apply solely with respect to the Reseller, and it will be the Customer’s responsibility to seek redress, exercise, or enforcement of such rights solely and exclusively against the Reseller.

12.2.1. The Reseller is not authorized to modify these Terms or make any promises and/or commitments on Pipefy’s behalf. Pipefy will not be bound by any obligations to the Customer beyond those established in these Terms.

12.3. The Customer’s and its Users’ access to the Pipefy Solution is subject to the Reseller passing through the applicable Fees to Pipefy. Pipefy reserves the right to suspend or terminate the Customer’s usage rights to the Pipefy Solution if it does not receive the corresponding payment from the Reseller.

12.3.1. In the case of refunds, Pipefy will refund any applicable fees to the Reseller, which will, in turn, be solely responsible for refunding any amounts to the Customer.

12.3.2. The amount passed through by the Reseller to Pipefy for use of the Pipefy Solution will be considered the amount actually paid by the Customer for purposes of calculating the limitation of liability.

12.3.3. Pipefy reserves the right, upon 30 (thirty) days’ prior notice, to charge the Fees directly to the Customer.

12.3.4. The details of the Order Form (plan, number of users, contract term, among others) will be handled, as indicated in the Order Form, by the Reseller with Pipefy on behalf of the Customer, and the Reseller will be solely responsible for the accuracy of any Order Form communicated to Pipefy, as well as for the collection of applicable taxes.

12.4. Reseller as Admin. The Customer will be solely responsible for determining whether the Reseller may act as an Admin User and for any related rights or obligations, as stipulated in its agreement with the Reseller. In addition, the Customer will be fully responsible for any access by the Reseller to its account and its users’ accounts, as well as to its Data.

13. GENERAL PROVISIONS

13.1. Entire Agreement. These Terms, together with their annexes and the applicable Order Form, constitute the entire agreement between the Customer and Pipefy and supersede all prior agreements, proposals, terms, or statements, whether written or oral, regarding their subject matter.

13.2. Interpretation and Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence will be as follows: (1) the applicable Order Form, (2) these Terms and their Annexes, and (3) other documents referenced in these Terms.

13.3. Amicable Dispute Resolution. The Parties agree to first seek out-of-court resolution of any dispute, question, or controversy arising from these Terms, including as to their interpretation or performance. The Party that considers itself aggrieved must immediately notify the other Party, using its best efforts to jointly resolve the matter.

13.4. Jurisdiction and Governing Law. If the Customer is domiciled outside Brazil, these Terms will be governed by and construed in accordance with the laws of the State of California, USA. If the attempt to reach consensus under clause 13.3 is unsuccessful, the Parties irrevocably and unconditionally elect the courts of San Francisco, California, USA, as the exclusive jurisdiction, and, if the Customer is domiciled in Brazil, the Central Civil Court of the Judicial District of Curitiba–PR, Brazil, is elected for the resolution of any disputes, questions of interpretation, or claims arising from or related to these Terms, waiving any other jurisdiction, however privileged.

13.5. Force Majeure. Neither party will be liable for any failure or delay in performing its obligations due to events beyond a party’s reasonable control, including, but not limited to, cyberattacks on the Pipefy Solution, technical failures or disruptions that significantly affect the infrastructure or systems used to make the Pipefy Solution available, interruption or failure of any other essential service, natural disasters, strikes, riots, fires, acts of God, war, terrorism, and government acts.

13.6. Notices. Unless otherwise provided in these Terms, all notices, permissions, and approvals must be in writing and will be deemed delivered on the first business day after an email is sent to the electronic address registered by the Customer as the Virtual Account Admin. Billing-related communications will be sent to the Customer through the designated billing contact on file. All notices and/or communications to Pipefy, whether provided for in these Terms or not, must be sent to the following email addresses:
(i) Financial matters: [email protected]
(ii) Privacy and Information Security matters and Reports: [email protected]
(iii) Legal matters: [email protected]

13.6.1. Pipefy may notify the Customer of general information about use of the Pipefy Solution through the email address registered by the Customer in the Virtual Account. It is the Customer’s responsibility to keep its contact information up to date in the Virtual Account.

13.7. Assignment. Except in the case of a direct competitor, either Party may assign its rights or obligations hereunder in connection with a merger, acquisition, corporate reorganization, or substantial sale of all its assets, by giving the other party prior written notice, and the assignee must fully assume the obligations set forth in these Terms. The assigning Party will remain responsible for performance of its obligations until the assignment is effectively completed.

13.8. Compliance. The Parties expressly represent that they have full knowledge of, and undertake to faithfully comply with, applicable legal provisions, including, but not limited to, those relating to the prevention and combating of corruption, money laundering or concealment of assets, and any acts linked to personal favoritism or conduct that promotes discrimination or violates rights established by applicable law. The Parties further undertake to adopt best practices of corporate governance and business ethics in all their operations. The Parties agree that if there is a suspicion of any illegal practice or breach of this clause and its subclauses, the non-offending Party, at its sole discretion, will have the right to unilaterally terminate the contractual relationship under Clause 9.5.

13.8.1. Compliance Reporting Channel. If the Customer becomes aware of ethical or legal deviations involving Pipefy, it must report them immediately through the Ethics Channel available at: https://www.pipefy.com/pt-br/etica-e-compliance/, for evaluation, investigation, and application of any necessary measures.

13.8.2. Environmental and Social Responsibility. The Parties will take appropriate measures to prevent, combat, and reduce any significant environmental impacts that activities performed under these Terms may cause. Liability for environmental damage arising from a breach by either Party (“Breaching Party”) of federal, state, and/or municipal environmental law rests directly and fully on the Breaching Party, even if such damage results from an act of God or force majeure.

13.8.3. Human Rights. The Parties respect human rights and provide an inclusive work environment, acting without discrimination based on gender, race, or religion, and taking into account the safety and health conditions required by law. The Parties undertake not to exploit, whether directly or through third-party contractors, any form of child labor, forced labor, or labor analogous to slavery.

13.8.4. Regulatory Compliance. Pipefy maintains information security, privacy, confidentiality, business continuity, and compliance controls consistent with a general-purpose B2B SaaS platform, as described in these Terms, the DPA, the Documentation, and the certifications and policies made available by Pipefy. Pipefy does not provide legal or regulatory advice and does not validate the adherence of the Customer’s processes to specific standards of its industry; the Customer remains responsible for assessing whether its use of the Pipefy Solution complies with the laws, regulations, and specific requirements applicable to its activities. If the Customer is subject to specific regulatory requirements applicable to the engagement of technology vendors, the Parties may enter into an addendum or specific instrument to address such requirements, where applicable.

13.9. Export Control. The Pipefy Solution is subject to U.S. export control laws. The Customer may not export, re-export, or make the Solution available in countries subject to U.S. embargoes or to individuals or entities on U.S. restricted-party lists. The Customer must comply with all applicable laws and obtain any necessary authorizations before any export. Use of the Pipefy Solution confirms that the Customer is not located in, under the control of, or a resident of an embargoed country or a restricted entity. The Solution may include encryption technology subject to U.S. regulations.

13.10. Severability. These Terms will be enforced to the maximum extent permitted by applicable law. If any provision of these Terms and/or their Annexes is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and it will not affect the enforceability of the remaining provisions, which will remain in effect.

13.11. Independent Contractors. The Parties are independent contractors. These Terms will not be construed to create any type of partnership between the parties or any form of association that would give either party the right, power, or authority, express or implied, to create any duty or obligation on behalf of the other party.

13.12. Changes to the Terms of Use. These Terms may be updated from time to time by Pipefy to reflect legal, regulatory, technical, operational, or security changes, evolution of the Pipefy Solution, new features, market changes, or improvements to its services. Except where the change results from a legal, regulatory, or security requirement, an order of a competent authority, or an update that does not materially reduce the Customer’s rights, material changes that adversely affect the Customer’s rights or obligations will take effect 30 (thirty) days after publication, unless otherwise provided in Section 9. Continued use of the Pipefy Solution will constitute the Customer’s full acceptance of the Changes. If the Customer demonstrates that a material change substantially and adversely affects its use of the Pipefy Solution and does not result from a legal, regulatory, or security requirement, it may, within the change’s effective-date window, notify Pipefy to discuss a commercially reasonable alternative before the change takes effect.

13.13. No Waiver. Either Party’s failure to enforce any provision of these Terms and/or any of their Annexes will not constitute a waiver of the right to do so at a later time.

13.14. Signatures. The parties represent and agree that this instrument may be signed electronically, through an electronic signature tool and/or virtual acceptance. In the event of any of these scenarios, the Parties acknowledge that the contract will also be valid, effective, and will constitute an extrajudicial enforcement instrument for all legal purposes.

IN WITNESS WHEREOF, the parties have caused these Terms and Conditions for use of the Pipefy Solution to be accepted by their duly authorized legal representatives or agents.