Pipefy Partner Program Agreement

THIS PIPEFY PARTNER PROGRAM AGREEMENT (“PPPA”) IS BETWEEN PIPEFY, INC. (“PIPEFY”) AND THE INDIVIDUAL OR ENTITY AGREEING TO THIS PPPA (REFERENCED BELOW AS “YOU”, “YOUR” OR “PARTNER”). YOU WILL HAVE ACCESS TO THE PIPEFY PARTNER COMMUNITY ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS PPPA.   READ THE TERMS AND CONDITIONS OF THIS PPPA CAREFULLY BEFORE ACCESSING THE PIPEFY PARTNER. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND PIPEFY.  BY CLICKING THE “I ACCEPT” OR THE “I AGREE” BUTTON, OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS PPPA.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS THE PIPEFY PARTNER COMMUNITY NOR ENROLL OR OTHERWISE PARTICIPATE IN THE PARTNER PROGRAM. FURTHER, YOU MAY NOT PARTICIPATE IN THE PARTNER PROGRAM IF YOU ARE OR BECOME (IN WHOLE OR IN PART) A DIRECT COMPETITOR OF PIPEFY EXCEPT WITH PIPEFY’S PRIOR WRITTEN CONSENT.  UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS WILL HAVE THE MEANING GIVEN IN THE “DEFINITIONS” SECTION OF THIS PPPA.  THE “AGREEMENT” MEANS, COLLECTIVELY (I) THE PPPA; AND (II) SUCH PROGRAM POLICIES THAT PIPEFY MAY IMPLEMENT AND NOTIFY PARTNER OF FROM TIME TO TIME (THE “PROGRAM POLICIES”), WHICH PROGRAM POLICIES INCORPORATED HEREIN BY REFERENCE. THE “EFFECTIVE DATE” OF THIS AGREEMENT WILL BE THE FIRST DATE OF THE PROGRAM YEAR THAT YOU ACCESS THE PIPEFY PARTNER COMMUNITY.  THIS AGREEMENT SUPERSEDES AND REPLACES ANY OTHER ONLINE OR CLICK-THROUGH AGREEMENT THAT YOU MAY HAVE PREVIOUSLY ENTERED INTO WITH PIPEFY GOVERNING YOUR PARTICIPATION IN THE PARTNER PROGRAM PRIOR TO THE PPPA VERSION DATE PROVIDED ABOVE. PIPEFY AND PARTNER ARE EACH A “PARTY” AND COLLECTIVELY “PARTIES” TO THIS AGREEMENT.

Definitions

Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.  For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Close Family Member” means the spouse, the individual’s and the spouses’ grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, first cousins, the spouse of any of these people, or any other individuals who share the same household.

Consulting Partner” means the Program Type for any partner that offers implementation, integration and/or custom development services related to the Services, as such Program Type may be further described in any Program Policies.

Consulting Services Listing” means a Program Benefit available to Consulting Partners assigned to a certain Program Type and Partner Tier that allows them to post a listing on Pipefy Market describing services they offer to Pipefy Customers.

Government Official” means anyone that is, works for, or on the behalf of a: (i) national, regional, municipal, or local government; (ii) department, agency, subsidiary, or branch of a national, regional, municipal, or local government; (iii) government-owned or government-controlled company (for example, a state-owned oil company, bank, airline, hospital, university, etc.); (iv) subsidiary of a government-owned or government-controlled company; (v) public international organization (for example, the International Monetary Fund, the United Nations, the World Bank, the World Trade Organization, etc.); (vi) member of a royal family; or (vii) political party, political party official, or candidate for political office.

ISV Partner” means a partner of Pipefy’s that has developed, or intends to develop, one or more Web-based applications using the Pipefy.com Platform or Pipefy.com Platform API, as such Program Type may be further described in the Program Policies.

“Lead” means Partner’s generation of Customer referrals with the intent of closing business through Pipefy’s direct sales organization submitted to Pipefy through the Partner Community.

Market Application” means a Web-based, on-demand application or component and/or downloadable software application or component that interoperates with the Pipefy.com Platform and that is listed on Pipefy Market.

“Order Form” means:

(i)        the ordering documents that are entered into between Partner and Pipefy from time to time to effect Partner’s receipt of certain additional Program Benefits during the Program Year, including any addenda to such ordering documents; Order Forms submitted by Partner shall be deemed incorporated herein by reference; or

(ii) ordering  documents associated with a Pipefy Customer’s purchase of  Services from Pipefy as part of a Qualified Purchase.

Opportunity” means, in Pipefy’s reasonable determination, a Partner referral for: (i) an active lead for a sale of Services to a net new Pipefy Customer, or to a net new subsidiary, division or other distinct business unit of a pre-existing Pipefy Customer; or (ii) a purchase of additional Services subscriptions (as opposed to a renewal of pre-existing Services subscriptions), or an upgrade in a Pipefy Customer’s edition of the Services, in either case for a minimum of a one year subscription term reflected in an Order Form submitted by a pre-existing Pipefy Customer, which purchase resulted from Partner’s specific sales efforts related to such additional purchase; provided, that the Order Form must be executed within six months of the referral, and the Opportunity cannot be (a) an existing opportunity of Pipefy’s then currently, or during the prior sixty (60) days, in Pipefy’s active sales process, or (b) Partner’s Affiliate. For clarity, an Opportunity does not include any purchase made by Partner on behalf of a Pipefy Customer.

Participation Qualifications” means the requirements applicable to the designated Partner Tier of partnership in a Program Type.

Partner” means (i) an individual Pipefy has approved to participate in the Partner Program as a Partner during the Program Year and who has agreed to this Agreement on his or her own behalf OR (ii) a company or other legal entity that Pipefy has approved to participate in the Partner Program as a Partner during the Program Year and on behalf of which an authorized individual undertakes the steps necessary to accept this Agreement.

Partner Application” means any application and/or component that Partner submits to Pipefy for review and/or listing as an Market Application under this Agreement.

Partner Community” means a dedicated instance of Pipefy’s Community product that Pipefy makes available to certain participants in the Partner Program (with varying levels of access based on the Partner’s assigned Program Type and Partner Tier) at  https://partners.pipefy.com/ (as such URL may be updated from time to time) to facilitate their participation in the Partner Program, including the ability to access online training courses, register Opportunity referrals and collaborate with Pipefy employees and other Pipefy Partners via shared chat groups.

Partner Enrollment Form” means the web form Partner must complete to enroll in the Partner Program, available  at  https://www.pipefy.com/partners.  The  Partner  Lead Form  requires a prospective  or renewing Partner to provide, among other things, its desired Program Type for the Program Year and other relevant information regarding the individual or entity seeking to participate in the Partner Program as a Partner.

Partner Program” means, collectively, the Program Benefits, rights and obligations of Partner and Pipefy that are associated with the Program Types and Partner Tiers as may be described in the Program Policies. The Partner Program does not provide distribution rights to the Partner for the Services, nor does it contemplate any kind of reseller relationship between Pipefy and Partner (including without limitation OEM and value added reseller (VAR) relationships), which type of relationships to the extent they are possible are governed by separate and additional Pipefy agreements and application processes.

Partner Services” means the online, Web-based applications and platform to facilitate Partner’s partner relationship with Pipefy and available via  www.pipefy.com and/or other designated websites, that are provided to Partner in accordance with this Agreement, including associated offline components, but excluding any third party applications. Partner Services includes, but is not limited to, the Partner Community and Pipefy Market.

Partner Tier” means the level of Partner’s participation in a Program Type; Program Types and Partner Tiers as may be described more fully in the Program Policies and are subject to change from time to time.

Partner User” shall mean Partner’s employee (or contractor that has signed a nondisclosure agreement protecting the rights of third parties, including Pipefy’s rights hereunder) who is authorized by Partner to use the Partner Community, Services or Partner Services that Pipefy makes available to Partner, and to whom Partner (or Pipefy at Partner’s request) has supplied user identifications and passwords.

Pipefy” means Pipefy Inc., a Delaware (USA) corporation, if Partner is located in the United States of America and certain other jurisdictions.

Pipefy Customer” or “Customer” means a third party that has purchased Services for its own internal business purposes or is targeted as an Opportunity for sales of Services.

Pipefy Customer Data” or “Customer Data” means electronic data or information submitted by Pipefy Customers directly into Pipefy’s systems through their use of the Services.

Pipefy Market” means an online directory of certain systems integrator and consulting partner services and Market Applications. Among other things, Pipefy Market allows Partners to list, and allows users to review, test drive, and/or install Market Applications.

Pipefy Platform” means Pipefy’s Web-based technology platform portion of the Services that includes a user interface, operating system, customization and integration capabilities for Pipefy’s on- demand customer relationship management services, and a framework for development and deployment of on-demand applications.

Pipefy.com Platform API” means Pipefy’s application programming interface that supports interoperation of the Pipefy.com Platform with applications or services residing outside Pipefy’s systems.

Program Benefits” means the materials and/or services that may be provided to Partner under this Agreement, depending on Partner’s assigned Program Type and Partner Tier.

Program Policies” means any terms describing the Partner Program, Program Types, Partner Tiers, Program Benefits, and other policies governing Partner’s participation in the Partner Program, as set forth in this PPPA and at such URL(s) as Pipefy may designate in the future.

Program Type” means a sub-category of the Partner Program that has a particular scope and particular set of Program Benefits, as set forth in this Agreement and as may be further set forth in Program Policies. Program Types may have multiple Partner Tiers.

Program Year” is the annual term of the Partner Program starting on January 1 and ending on the last day of the following December.  The Program Year is identified by the year in which it ends.

Qualified Purchase” means, in Pipefy’s reasonable determination, an Order Form submitted by a Customer to effect the purchase of five or more annual (or longer) User subscriptions for the Services that is fully executed and closed within six (6) months of the Partner’s corresponding Opportunity registration.

Services” means the online, Web-based applications and platform provided by Pipefy via http//www.pipefy.com and/or other designated websites as described in the User Guide that are ordered by Pipefy’s Customers under an Order Form or otherwise provided to Partner in accordance with this Agreement, including associated offline components, but excluding any third party applications.

User Guide” means the online user guide for the Services.

  1.        Program Overview

1.1.     Enrollment.  Partner’s enrollment in the Partner Program requires (i) Partner’s submission of a completed Partner Enrollment Form and Compliance Certification Documents to Pipefy; (ii) Pipefy’s qualification of Partner for a Program Type; (iii) Pipefy’s assignment of Partner to a Partner Tier (if applicable); and (iv) Pipefy’s notification to Partner of its approval to participate in the Partner Program for the Program Year (and Partner’s assignment to a Partner Tier, if applicable). Pipefy may elect to provide the Partner with access to the Partner Community at any time during the enrollment process  

1.2.     Participation Qualifications and Program Benefits.  By applying for enrollment in the Partner Program, Partner certifies that Partner meets the Participation Qualifications for the Program Type and Partner Tier that Partner requested in its Partner Enrollment Form, as such Participation Qualifications are described in the then-current Program Policies. Upon Pipefy’s assignment of Partner to a Partner Type and Partner Tier, Partner further represents that should Partner accept such assignment and participate in the Partner Program at its assigned Program Type and Partner Tier, Partner will continue to meet the Participation Qualifications for such Program Type and Partner Tier for the duration of Partner’s participation.  Upon written notification, Pipefy may elect to elevate Partner to a higher Partner Tier within Partner’s assigned Program Type based on a change in Partner’s Participation Qualifications or as a Program Benefit available to Partner. Notwithstanding anything to the contrary in this Agreement, if at any time Pipefy determines that Partner is enrolled in a Program Type and/or Partner Tier for which Partner does not meet (or no longer meets) the Participation Qualifications, Pipefy may, in its sole discretion, reassign Partner to a Program Type and Partner Tier for which Partner does qualify, if any, effective immediately upon Pipefy’s written notification to Partner of such reclassification. Partner agrees to notify Pipefy promptly in writing in the event Partner no longer meets the Participation Qualifications for a Program Type or Partner Tier designation in which Partner is enrolled.

The Program Policies, including any Program Benefits and Participation Qualifications described therein, are subject to change in Pipefy’s sole discretion; provided; however, Program Benefits will not be materially decreased, and Participation Qualifications shall not be materially increased, for Partner during any Program Year.  Subject to the foregoing, changes to the Program Policies will apply following thirty (30) days from the date Pipefy first publishes revised Program Policies. Partner is responsible for reviewing the Program Policies regularly to determine the Program Policies in effect when Partner undertakes an action intended to benefit from any policy described therein (i.e., it is important to understand the then-current policies applicable to each submission of a Qualified Opportunity).

1.3.     Partner Affiliates. Each Partner Affiliate that desires to be included as a member in Partner Program must complete its own Partner Enrollment Form for membership and separately agree to the Agreement.

1.3.     Opt-in to Marketing.  Partner’s participation in the Partner Program will serve as an opt-in to receive Pipefy’s marketing communications. Partner will be presumed to have provided appropriate notices and have obtained appropriate consents, if required, from any persons or Partner Users who are signed up to the Partner Program on Partner’s behalf.  Partner may elect to opt-out from receiving Pipefy’s marketing materials by contacting Pipefy directly.

  1. Compliance with Applicable Laws

2.1.     Partner’s Compliance with Applicable Laws. Partner shall comply, and shall ensure that any third parties performing sales or referral activities on Partner’s behalf comply, with all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders, including, but not limited to, trademark and copyright laws, ICANN policies and procedures governing domain names, the United States Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1, et seq. (the “FCPA”) and applicable export control laws or regulations (collectively “Applicable Laws”) and shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Pipefy, Pipefy  Customers, the Services, or to the public. Partner represents and warrants that Partner’s sales activities and receipt of any referral fees under this Agreement are consistent with Applicable Laws. Partner shall promptly inform Pipefy in writing upon becoming aware of any violations of Applicable Laws in connection with this Agreement.  Without limiting the generality of Partner’s obligations under this Agreement, Partner hereby represents and warrants that, with respect to Partner’s submission of Opportunities for payment by Pipefy, and/or in the performance of any of Partner’s other activities hereunder:

1. No portion of any fees paid or payable by Pipefy to Partner hereunder will be paid to, or accrued directly or indirectly for the benefit of, any person, firm, corporation or other entity, other than Partner.

2. Partner has not, and will not at any time, directly or indirectly, pay, offer, give or promise to pay or give, or authorize the payment of, any monies or any other thing of value to: (i) any officer or employee of any government, or any department, agency or instrumentality thereof; (ii) any other person acting in an official capacity for or on behalf of any government, or any department, agency or instrumentality thereof; (iii) any political party or any official or employee thereof; (iv) any candidate for political office; (v) any other person, firm, corporation or other entity at the suggestion, request or direction of, or for the benefit of, any government officer or employee, political party or official or employee thereof, or candidate for political office; or (vi) any other person, firm, corporation or other entity with knowledge that some or all of those monies or other thing of value will be paid over to any officer or employee of any government department, agency or instrumentality, political party or officer or employee thereof, or candidate for political office. It is the intent of the Parties that no payments or transfers of anything of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage.

2.2.     Disclosure of Third Parties. To enable Pipefy to comply with Applicable Laws, Partner must notify Pipefy in advance if Partner plans to use any third party subcontractor, consultant, agent, or other intermediary to assist Partner in selling Pipefy’s products and services under this Agreement, and Pipefy will have the authority to accept or reject any proposed third party.

2.3.     No Affiliation with Government Officials – Disclosure Obligation.  To the extent any director, employee, direct or indirect owner, representative, consultant or agent who is or will be involved in Partner’s sales or referral activities for Pipefy, is a Government Official or a Close Family Member of a Government Official, Partner has disclosed such fact in writing to Pipefy and received acknowledgement by Pipefy of such disclosure.  In the event that during the Program Year there is a change in the information contained in this paragraph, Partner agrees to make immediate disclosure to Pipefy. If, in Pipefy’s opinion, such changes create a heightened risk of noncompliance with Applicable Laws, such changes may constitute grounds for Pipefy’s termination of this Agreement. If Partner’s director, employee, direct or indirect owner, representative, consultant, or agent is a Government Official, then Partner shall immediately disclose such fact to Pipefy.  Partner shall cooperate reasonably with any requests by Pipefy for further information regarding such relationship.

2.4.    Disclosure of Contact or Communication with Government-Owned Companies, Government-Controlled Companies, or Government Officials.  If Partner contacts or communicates with any government-owned company, government-controlled company, or Government Official on Pipefy’s behalf, Partner shall so notify Pipefy as soon as practicable.  If Partner intends or proposes to, or does, contact or communicate with any government-owned company, government-controlled company, or Government Official on Pipefy’s behalf, Partner may be subject to additional questions, training, and due diligence, as determined by Pipefy.

2.5. Pipefy’s Compliance.  Pipefy shall comply with all Applicable Laws in performing Pipefy’s obligations hereunder.

  1.        Services, Compliance and Technical Training

Partner’s sales representatives generating leads for the Services must be reasonably capable of effectively delivering Pipefy’s value proposition and must be generally knowledgeable about the Services and its interface, advantages and high-level functionality.  If applicable to Partner’s assigned Program Type and Partner Tier, Pipefy may offer Partner Services and/or technical training for free or for an additional fee as may be described in the Program Policies. Partner agrees that to the extent they are engaged in marketing and generating leads for the Services, Partner’s sales representatives and other personnel will use reasonable efforts to participate in the basic online training offered for free by Pipefy to Pipefy’s users generally. As Pipefy upgrades the Services, Pipefy may ask Partner’s sales representatives and other personnel to undergo further training to remain proficient in generating leads based on the Services’ new features and functions.  Partner and Partner’s personnel agree to make reasonable, good faith efforts to participate in such further training. Partner agrees to use reasonable efforts to advise Pipefy of any demonstrations required to market the Services to prospective Pipefy Customers, especially those with a sales force or customer service group of greater than twenty (20) people. Partner agrees that Pipefy may request verification that Partner, Partner’s sales representatives, and anyone engaged by Partner to work on Pipefy’s behalf has undertaken compliance training and compliance certifications that align to Partner’s compliance obligations under this Agreement.

  1.        Pipefy Market

Certain Program Types and Partner Tiers entitle Partner to the Pipefy Market Program Benefit, which allows for the marketing of Partner’s products or services on Pipefy Market. In addition to the terms in the body of this PPPA, Partner’s use of the Pipefy Market Program Benefit shall further be subject to the terms and conditions set forth in Addendum A.  If Partner is not entitled to, or are not utilizing the Pipefy Market Program Benefit, terms and conditions applicable solely to the Pipefy Market Program Benefit, including Addendum A, shall not apply to Partner.

  1.        Technical Support

As a participant in Partner Program, Partner may be eligible to receive certain technical support offerings as may be described in the Program Policies.  Such technical support program offerings are provided under Pipefy’s technical support policies in effect at the time the services are provided. For purposes of this Agreement, technical support does not include support for third party programs or services.  Pipefy’s technical support policies are subject to change at Pipefy’s discretion.

  1.        Licenses

6.1.     Pipefy’s Licenses to Partner.  The licenses and/or access and use rights set forth below are available to Partner if Pipefy assigns Partner to a Program Type and/or Partner Tier for which they are a Program Benefit.

  1. Services Subscriptions

If available as a Program Benefit to Partner’s assigned Program Type, upon Pipefy providing Partner with log-in credentials, Partner is granted a non-exclusive, non-transferable limited right to access and use the Services for limited partner purposes described in this Agreement.  Unless otherwise stated in Program Policies, Services subscriptions shall be used solely for: (i) demonstration of the Services to potential Pipefy Customers solely in connection with Partner’s participation in the Partner Program, (ii) development and/or testing purposes related to Partner’s assigned Program Type as may be set forth in Program Policies, (iii) training on the use of the Services, any Partner Applications and other value added materials to Partner’s employees, (iv) integration of the Services with Partner’s products or services applicable to Partner’s assigned Program Type, and (v) license management of Partner’s Services offered in connection with Partner’s assigned Program Type. Partner’s use of any Services subscriptions is further subject to the restrictions set forth in Section 8 (Restrictions) below.

For clarity, Partner may be, or may become entitled to, receive access to the Services under a separate agreement with Pipefy.  This Agreement shall govern Partner’s access to the Services to the extent subscriptions to Services are provided as a Program Benefit.

  1. Marketing Services

If applicable to Partner’s assigned Program Type and Partner Tier, Pipefy grants Partner a non- exclusive, nontransferable, limited license to use those portions of the Pipefy’s marketing programs, marketing materials and tools, as further described in the Program Policies  (“Marketing Services”) solely for the purpose of creating, executing, and monitoring marketing campaigns related to Pipefy’s products and services.  Partner’s use of the Marketing Services shall be subject to this Agreement and Program Policies. Pipefy may change the usage, branding and press release guidelines and location thereof at any time, and, upon reasonable notice from Pipefy, Partner shall promptly modify Partner’s use of the Marketing Services to conform to any such changed guidelines. Partner may allow third parties to access the Marketing Services for the purpose of creating, executing, and monitoring marketing campaigns related to Pipefy’s products and services on Partner’s behalf, provided that Partner ensures that all such use is in accordance with this Agreement.  Partner agrees to be responsible for any misuse of the Marketing Services by Partner or any third party using the Marketing Services on Partner’s behalf and Partner agrees to use the Marketing Services at Partner’s own risk. Partner shall cooperate with Pipefy to allow for review of Partner’s use of the Marketing Services and compliance with Pipefy’s quality standards. If Pipefy, in Pipefy’s sole discretion, determines that Partner’s use of the Marketing Services does not comply with this Agreement, Partner shall promptly modify or discontinue Partner’s use as directed by Pipefy. In the event that Marketing Services include payments to Partner, then Partner shall maintain adequate books and records regarding the basis for such payments and shall provide Pipefy with copies of such records upon request.

  1. Pipefy.com Platform

Pipefy grants Partner a worldwide license during the Program Year to use the Pipefy.com Platform to (i) create Partner Applications, (ii) operate Partner Applications and third-party applications, and (iii) create software to integrate the Pipefy.com Platform, Partner Applications and third-party applications with Partner’s systems.

  1. Pipefy.com Platform API and Pipefy Market

To the extent Partner is entitled to the Pipefy Market Program Benefit for the purpose of listing one or more Partner Applications on Pipefy Market, Pipefy hereby grants Partner a nonexclusive, worldwide, royalty-free license under Pipefy’s intellectual property rights, to access the Pipefy.com Platform API through Partner Applications, and to permit Partner’s users to access their data through Partner Applications and the Pipefy.com Platform API.

6.2. Partner’s License to Pipefy.

  1. Pipefy Market

To the extent Partner has requested Pipefy to list Partner’s Consulting Services Listing and/or any Partner Applications on Pipefy Market pursuant to the Pipefy Market Program Benefit, Partner hereby grants Pipefy the following licenses:

1. a nonexclusive, worldwide, fully paid-up, royalty-free license, for as long as Partner Applications and/or Consulting Services Listings are listed on Pipefy Market, to market Partner Applications and/or Consulting Services Listings and (b) if applicable, to permit others to access, install, and (in the case of downloadable software applications) download Partner Applications through Pipefy Market. Partner represents and warrants that Partner owns or possesses all intellectual property and other rights necessary to grant Pipefy this license.

2. a nonexclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free license under Partner’s intellectual property rights, to make, use, sell, copy, distribute and modify, and to grant sublicenses to do all of the foregoing with respect to, any modifications, improvements or enhancements created by Partner to the Pipefy.com Platform and the Pipefy.com Platform API.

3. Services Suggestions.

Partner grants Pipefy a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Partner relating to the operation of the Services.

6.3.     Trademark Cross License.  Subject to its inclusion as a Program Benefit in Partner’s assigned Program Type and Partner Tier, Pipefy grants Partner a nonexclusive, nontransferable, non- sublicensable, royalty-free license during the Program Year to use such marks identified publicly by Pipefy as available for use by Partners in any jurisdiction in which Pipefy has acquired and/or acquires rights. This License does not grant rights to use any of Pipefy’s trademarks not identified herein.  Partner grants Pipefy a nonexclusive, nontransferable, non-sublicensable, royalty-free license during the Program Year to use, solely in connection with Pipefy’s rights, duties and obligations under this Agreement, Partner’s marks, including Partner’s company name and in the case where Pipefy Market is a Program Benefit, Partner Application name(s), and logos associated therewith in any jurisdiction in which Partner has acquired and/or acquires rights. Any use of the marks identified in this Section 6.3 (Trademark Cross License) (“Licensed Marks”) shall be in accordance with the granting Party’s reasonable trademark usage policies, with proper markings and legends, and subject to granting Party’s prior written approval.  Neither Party shall make any express or implied statement or suggestion, or use the other Party’s Licensed Marks in any manner, that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on the other Party or its business, products or services.  Each Party shall cease, or adjust the manner of, its use of any of its Licensed Marks of the other Party at the request of the other Party in its sole discretion. The granting Party may withdraw any approval of any use of its Licensed Marks at any time in its sole discretion upon written notice to the other Party.

  1.        Intellectual Property Ownership

7.1.     Technology.  Subject to the limited licenses set forth in this PPPA, nothing in this PPPA transfers or assigns to Pipefy any of Partner’s intellectual property rights in Partner Applications or Partner’s other technology, products or services (including without limitation any source code developed by Partner using the Pipefy.com Platform), and nothing in this PPPA transfers or assigns to Partner any of Pipefy’s intellectual property rights in Pipefy Market, the Pipefy.com Platform, the Pipefy.com Platform API, Marketing Services, or Pipefy’s other technology, products or services (“Pipefy’s Property”).

7.2.    Trademarks. Pipefy’s marks, including those used on Pipefy’s websites, are Pipefy’s trademarks or service marks and may not be used in any manner except as expressly permitted herein or with Pipefy’s prior written consent. Partner’s marks, including those identified in the Marks above, are Partner’s trademarks or service marks and may not be used in any manner except as expressly permitted herein or with Partner’s prior written consent.  

7.3.     Competitive Applications.  Subject to Pipefy’s and Partner’s respective rights and obligations under this Agreement, Pipefy acknowledges that Partner and/or other parties may develop and publish applications that are similar to or otherwise compete with the Services or other Pipefy applications, products and services, and Partner acknowledges that Pipefy and/or other parties may develop and publish applications that are similar to or otherwise compete with Partner Applications or Partner’s other products or services.

  1.        Restrictions

8.1.     Restrictions on Use of the Services, Partner Community, Partner Services (including the Partner Community). Partner is responsible for all activities that occur in Partner User accounts, and for Partner Users’ compliance with this Agreement.  In no event shall Partner (i) license, sublicense, sell, resell, transfer, assign, distribute or (except as provided in this PPPA) otherwise commercially exploit or make available to any third party the Services,  Partner Community or Partner Services in any way; (ii) modify or make derivative works based upon the Services, Partner Community or Partner Services; (iii) create Internet “links” to the Services, Partner Community or Partner Services, or “frame” or “mirror” it on any other server or wireless or Internet-based device; (iv) send or store any virus, worm, time bomb, Trojan horse or other harmful or malicious code, file, script, agent or programs; (v) interfere with or disrupt the integrity of performance of the Services, Partner Community, Partner Services or the data contained therein; (vi) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material; or (vii) reverse engineer or access the Services,  Partner Community or Partner Services for the purpose of (a) building a competitive product or service, (b) building a product using similar ideas, features, functions or graphics of the Services, Partner Community or Partner Services, or (c) copying any ideas, features, functions or graphics of the Services, Partner Community or Partner Services; (viii) share data or content from the Services, Partner Community or Partner Services with Pipefy competitors; or (ix) recruit or market directly to other Partner Users using data, content or contact information obtained through the Partner Community. Partner User subscriptions cannot be shared or used by more than one individual user but may be reassigned from time to time to new users who are replacing former users who have terminated employment or otherwise changed job status or function and no longer need to use the Services under this Agreement.

8.2.     Additional Restrictions.  Without affecting any other restrictions set forth in this PPPA, Partner’s use of any Program Benefits, including Pipefy’s Property provided to Partner hereunder, is subject to additional restrictions. Specifically, Partner may not:

  • Remove or modify any program markings or any notice of Pipefy’s or Pipefy’s licensors’ proprietary rights;
  • Make the Services, any materials delivered hereunder, or any materials resulting from the services available in any manner to any third party for use in the third party’s business operations, other than as expressly permitted herein or in the Program Policies for Partner’s assigned Program Type;
  • Use Pipefy’s Property in a manner that misrepresents Partner’s relationship  with Pipefy or is otherwise misleading or that reflects negatively on Pipefy or  may harm Pipefy’s rights therein;
  • Modify in any way any Pipefy’s trademarks and/or associated logos;
  • Use or duplicate Pipefy’s Property provided to Partner for any purpose other than as specified in the Agreement or make Pipefy’s Property available to unauthorized third parties;
  • Use Pipefy’s Property for Partner’s own internal business operations, or use or make Pipefy’s Property available in any manner to any third party for use in the third party’s business  operations or for any other commercial or production use, other than as expressly permitted in this Agreement applicable to Partner’s assigned Program Type and/or Partner Tier; or
  • Create any content or otherwise transmit any information or material that: (i) is false or misleading; (ii) is harassing or invades another’s privacy, harms minors in any way, or promotes bigotry, racism, hatred or harm against any group; (iii) is obscene; (iv) infringes another’s rights, including but not limited to intellectual property rights; (v)  constitutes unsolicited commercial email or “spam”; or (vi) violates any applicable laws or regulations. Partner, and not Pipefy, are responsible for all content and other materials that Partner upload, post, email or otherwise transmit in using Pipefy’s Property.
  1.        Warranties; Disclaimers and Remedies

PIPEFY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, THE PARTNER SERVICES (INCLUDING WITHOUT LIMITATION, THE PARTNER COMMUNITY AND PIPEFY MARKET), WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAW, INCLUDING WITH RESPECT TO VALIDITY, NON- INTERRUPTION, ERROR-FREE OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  IN NO EVENT WILL PIPEFY BE LIABLE TO PARTNER (OR TO ANY INDIVIDUAL OR ENTITY AFFILIATED WITH PARTNER) FOR ANY CLAIM, LOSS OR DAMAGE ARISING OUT OF THE OPERATION OR AVAILABILITY OF THE SERVICES, THE PARTNER SERVICES OR ANY OTHER PIPEFY PRODUCT OR SERVICE, MADE AVAILABLE, ACCESSED OR USED AS PART OF PARTNER’S PARTICIPATION IN THE PARTNER PROGRAM.

PIPEFY FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE MARKETING SERVICES, PROGRAM BENEFITS, PIPEFY MARKET, PIPEFY.COM PLATFORM OR PIPEFY.COM SERVICES PROGRAMMING INTERFACE, OR THIRD PARTY SERVICES AND PRODUCTS, INCLUDING WITH RESPECT TO THE PERFORMANCE, FUNCTIONALITY, QUALITY, BENEFITS OR AVAILABILITY OF ALL OF THE FOREGOING.

  1.      Relationship of the Parties

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Partner and Pipefy, notwithstanding the use of the term “partner” in this Agreement, public and private positioning.  Nothing on any purchase order or preprinted form shall add to or vary the terms of this Agreement. Neither Party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other Party, nor to represent the other Party as agent, employee, franchisee, or in any other capacity. There are no third-party beneficiaries to this PPPA. Partner shall not make any proposals, promises, warranties, guarantees, or representations on Pipefy’s behalf or in Pipefy’s name.

  1. Term, Termination & Renewal

11.1.   Term. This Agreement covers Partner’s participation in the Partner Program during the Program Year starting on the Effective Date and ending on December 31 of the year in which the Effective Date falls.   During the month of December of each Program Year, Pipefy will evaluate Partner’s then-current qualifications for possible renewal of Partner’s participation in the Partner Program for an additional Program Year starting on January 1 and ending December 31 of the following calendar year.   To the extent Pipefy offers Partner the opportunity to renew and Partner accepts Partner’s assigned Partner Type and Partner Tier and timely agrees to the then-current form of this Agreement in the manner established therein, Partner may continue to participate in the Partner Program for the next Program Year.

11.2.   Termination for Cause.  Either Party may immediately terminate this PPPA upon written notice to the other Party if (i) the other Party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, (ii) the other Party publicly announces (including by reporting it in SEC filings) that it has reached agreement to acquire or be acquired by the terminating Party’s competitor, (iii) the other Party breaches its confidentiality obligations under this PPPA or infringes or misappropriates the terminating Party’s intellectual property rights, (iv) it determines, based on one or more Pipefy Customer or prospective Pipefy Customer complaints, that the other Party’s actions or statements creates a significant risk of harm to the terminating Party’s reputation or customer relationships, (v) the other Party has committed fraud or misrepresentation with respect to entering into and/or the performance of this Agreement, (vi) a Party learns of circumstances that give it reason to believe that the other Party has engaged in illegal conduct or unethical business practices in connection with performance of this Agreement, (vii) the other Party, or any of its owners or employees responsible for providing services under this Agreement have become the target of an investigation or prosecution by any governmental authority for alleged corruption or other violation of laws, or (viii) the other Party has violated Section 2 (Compliance with Applicable Laws) above including violating Pipefy’s rights under trademark and copyright laws and/or ICANN policies and procedures governing domain names. Subject to the foregoing, either Party may terminate this PPPA upon thirty (30) days’ written notice to the other Party of such other Party’s material breach if the breach is not cured during that period. Pipefy may suspend Partner’s assigned Program Type Program Benefits during any period in which Partner is in breach of the Agreement, including its payment obligations.  Termination of this PPPA for cause shall be in addition to, and not in lieu of either Party’s other legal rights and remedies.

11.3.   Termination for Convenience.  Subject to Section 11.4 (Effect of Termination) below, Pipefy may terminate this PPPA for convenience upon thirty (30) days’ written notice to Partner.

11.4.   Effect of Termination. Upon termination or expiration of this PPPA, Partner shall cease to be a participant in the Partner Program and all of Partner’s rights to receive the Program Benefits detailed in this Agreement and to use Pipefy’s Property shall cease.  Provisions that survive termination or expiration include those relating to limitation of liability, payment, and others which by their nature are intended to survive.

  1. Confidentiality

12.1.  Definition of Confidential Information.  As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Pipefy shall include, without limitation, non-public aspects of Pipefy Market and the Pipefy.com Platform; Pipefy’s and third party applications; the Services, and Pipefy Customer  Data to which Partner has access through Pipefy’s systems by virtue of participating in the Partner Program. Partner’s Confidential Information includes, but is not limited to Partner Applications and Partner’s business and marketing plans, technology and technical information; products designs; and business processes. Confidential Information of each Party shall include this PPPA and discussions regarding the partner relationship.  However, Confidential Information (except for Pipefy Customer Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without breach of an obligations owed to the Disclosing Party.

12.2.   Protection of Confidential Information.  Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

12.3.   Compelled Disclosure.  The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

  1.      LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. PIPEFY’S SHALL HAVE NO LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS ON LIABILITY SHALL NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 (INDEMNIFICATION) BELOW.

  1.      INDEMNIFICATION

14.1.  Indemnification by Pipefy. Pipefy shall defend, indemnify and hold Partner harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Partner by a third party alleging that the use of the Services, Pipefy.com Platform,  Partner Community, or the Pipefy.com Platform API, as contemplated hereunder, or any content originating with Pipefy and published by Pipefy on Pipefy Market, infringes, misappropriates or violates any intellectual property rights of a third party; provided, that Partner (i) promptly give written notice of the Claim to Pipefy; (ii) give Pipefy sole control of the defense and settlement of the Claim (provided that Pipefy may not settle or defend any Claim unless it unconditionally releases Partner of all liability); and (iii) provide to Pipefy, at Pipefy’s cost, all reasonable assistance.

14.2.   Indemnification by Partner.  Subject to this Agreement, Partner shall defend, indemnify and hold Pipefy harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against Pipefy by a third party alleging (i) that any data entered by Partner into the Services or Partner Community, or Partner’s use of the Services or Partner Community in violation of this Agreement, or Partner’s products or services, including any Partner Applications or Consulting Services Listings listed on Pipefy Market, infringes, misappropriates or violates any intellectual property rights of, or has otherwise violated applicable law with respect to, a third party, (ii) Partner’s breach of any representation, warranty, or agreement relating to Partner’s products and services, including any Partner Application or Consulting Services Listing listed on Pipefy Market; (iii) Partner’s breach of Section 7 (Pipefy Customer Data and Partner’s customer Configuration/Usage Data) of Addendum A attached hereto, and (iv) Partner’s breach of this Agreement; provided, that Pipefy (a) promptly give Partner written notice of the Claim; (b) give Partner sole control of the defense and settlement of the Claim (provided that Partner may not settle or defend any Claim unless it unconditionally releases Pipefy of all liability); and (c) provide to Partner, at Partner’s cost, all reasonable assistance.

Partner shall indemnify and hold Pipefy and Pipefy’s directors, employees, agents, and consultants harmless for any damages, losses or costs, including but not limited to attorney fees, fines, or other costs, such as costs related to the defense of any proceeding that is terminated by settlement, judgment, order or conviction, or upon a plea of nolo contendere or its equivalent, arising from or in connection with any inaccurate or misleading representations, warranties and covenants in Section 2 (Compliance with Applicable Laws)   above. Such obligation shall continue after the expiration or termination of this Agreement.

  1.      Cooperation on Disputes

Partner shall cooperate with Pipefy in regard to any inquiry, dispute or controversy in which Pipefy may become involved and of which Partner may have knowledge.  Such cooperation shall include disclosure of relevant documents and financial information, and interviews of Partner’s personnel. Such obligation shall continue after the expiration or termination of this Agreement.

  1.      Entire Agreement

Partner agrees that this PPPA and the information which is incorporated into this PPPA by written reference (including reference to information contained in a URL and/or referenced policies and/or guides herein), or any applicable Order Form, or addendum attached hereto, constitutes the complete agreement between the Parties relating to Partner’s participation in the Partner Program.  This Agreement supersedes and replaces any other online or click-through agreement that Partner may have previously entered into with Pipefy governing Partner’s participation in the Partner Program prior to the PPPA version date provided above. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. To the extent of any conflict or inconsistency between the provisions in the body of this PPPA and any addendum or exhibit hereto, the terms of such addendum or exhibit shall prevail.  To the extent of any conflict or inconsistency between the provisions in the body of this PPPA and any Order Form, the terms of the Order Form shall prevail only with respect to payment terms, pricing and Program Benefit specific terms. It is expressly agreed that the terms of the body of this PPPA and any Order Form or addendum hereto shall supersede the terms in any purchase order or other non-Pipefy ordering document and no terms included in any such purchase order or other non-Pipefy ordering document shall apply to the Partner Program or to any products and/or services ordered.  This PPPA and any Order Form that Pipefy and Partner enter into may not be modified and the rights and restrictions may not be altered or waived except in a writing signed by authorized representatives of Partner and Pipefy.

  1.      Assignment

Neither Partner nor Pipefy may assign any rights or obligations under this Agreement without the prior written consent of the other (not to be unreasonably withheld or delayed), provided either Party may assign this Agreement without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning Party’s assets not involving a direct competitor of the other Party. Any purported assignment in violation of this Section 17 (Assignment) shall be void.

1. Governing Law and Jurisdiction; Waiver of Jury Trial.   Each Party agrees to the applicable governing law of the State of Delaware without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the courts of the State of Delaware. Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

ADDENDUM A

Pipefy Market Program Benefit

To the extent Partner’s assigned Program Type and Partner Tier contemplates the Pipefy Market Program Benefit, in addition to the above Term and Conditions, this Addendum A of the PPPA shall apply to, and govern, all Partner Applications and Partner’s Consulting Services Listings on Pipefy Market.

1. Pipefy Market Program Benefit Overview.

2. Overview.  Partner is responsible for evaluating and testing each Partner Application as to its technology, functionality, performance, security, and user interface before the applicable Partner Application is submitted to Pipefy for review and listed on Pipefy Market.  Pipefy reserves the right to conduct any type of review of all Partner Applications and Consulting Services Listings. Pipefy may adopt and change its Pipefy Market review standards and processes in its sole discretion. Partner must submit each Partner Application and Consulting Services Listing to Pipefy for review or listing on Pipefy Market through Pipefy’s online submission process.  Partner acknowledges that Partner is solely responsible for, and that Pipefy has no responsibility or liability of any kind for, the development, installation, operation, or maintenance of Partner Applications. Partner further represents that Partner shall be solely responsible for the accuracy, legality, and appropriateness of any content or information Partner submits to, or makes available through, Pipefy Market.  Pipefy reserves the right, in Pipefy’s sole discretion and for any reason at any time, to refuse to list a Partner Application or post a Consulting Services Listing on, and/or to remove any Partner Applications or Consulting Services Listings from, Pipefy Market. By using Pipefy Market to list one or more Partner Applications, Partner agrees that Partner will (i) ensure any user documentation relating to a Partner Application accurately reflects its functionality, including detailed security controls and safeguards relating thereto, (ii) ensure Partner’s user documentation accurately describes the applicable Partner Application, including to what extent functionality resides within and outside the Pipefy.com Platform, and (iii) maintain at all times a current privacy statement available on Partner’s website which details Partner’s collection, processing and handling of Partner’s customer’s data, including any personal identifiable information relating to Partner Application users.  Partner shall promptly notify Pipefy and all users of each Partner Application in writing prior to making any update to Partner’s privacy policy and related disclosures associated with item (ii) above.

3. Partner Application Security Review. Pipefy may also conduct a security evaluation of each Partner Application, which may include a qualitative assessment involving a review of Partner’s completed questionnaire, an interview with Partner, and/or security testing.  If a Partner Application is a hosted, on-demand application, security testing may include remote application-level security testing of the Partner Application, and network-level security testing including a vulnerability threat assessment. Pipefy may conduct such testing itself or through a third party.  Pipefy will provide reasonable notice to Partner before starting such testing. Pipefy will also cooperate reasonably with Partner to minimize the effects of such testing on Partner’s business and operations, including by conducting network- level testing after business hours if Partner so request. Partner agrees to cooperate reasonably in any such testing. Despite the foregoing, such testing may in rare cases cause downtime or other adverse effects on Partner’s systems.   Partner agrees that Pipefy and Pipefy’s agents or contractors conducting the testing will bear no responsibility for such adverse effects.   Any of Partner’s nonpublic information to which Pipefy obtains access in the course of such security testing will be considered Partner’s Confidential Information under Section 12 (Confidentiality) of the PPPA.

4. Consulting Services Listing. If Partner submits for listing a Consulting Services Listing to Pipefy Market, Partner consents that Pipefy may do the following with respect to such listing: (i) publish on Pipefy Market the number of completed consulting engagements Partner has submitted to the  Partner Community and the results of customer satisfaction surveys relating to the performance of such engagements with such results to be generally compiled and conveyed in the form of an average numerical overall Pipefy Customer rating of Partner’s services, and (ii) publish the total number of Pipefy certified consultants working on behalf of Partner’s company.  Such certification status shall relate to Partner’s representatives who have completed and successfully passed Pipefy certification training exams on the Services. The number of “certified” representatives will generally be posted and conveyed in the form of an overall numerical number.

5. Third Party Names in Listings. Partners may not include the names of third parties or third parties’ apps or other third party products in the text of their own Partner Application or Consulting Services Listing on Pipefy Market without express authorization from the third party.

6. Pipefy.com Platform API Token. If Pipefy permits publication of a Partner Application listing, Pipefy will provide Partner a Pipefy.com Platform API token, which will be assigned to and may be used only by users of that particular Partner Application to access the Pipefy.com Platform API. Partner may not otherwise disclose or expose the Pipefy.com Platform API token to users of a Partner Application or third parties.

7..Pipefy Templates.  As part of the Pipefy Market Program Benefit, Partners with a Consulting Services Listing to Pipefy Market may develop and provide new templates to customers in the Pipefy.com Platform.  Any such templates shall be provided on the Pipefy.com Platform free of charge to Pipefy Customers on the Pipefy.com Platform, and shall be Pipefy’s Property. Notwithstanding the foregoing, such templates will indicate the Partner that developed the template and provide contact information to Pipefy Customers through Pipefy Market.

8. Pipefy.com Platform API Previews

Pipefy will use commercially reasonable efforts to provide Partner access to upcoming updates of the Pipefy.com Platform API before making them generally available.  To help ensure a successful end user experience, Pipefy encourages Partner to conduct regression tests of each Partner Application against any such upgraded Pipefy.com Platform API during any such early access period and to promptly notify Pipefy of any issues Partner encounters.

  1.        Reviews of Market Applications by Partner

Pipefy Market allows Partner to post reviews of Market Applications. Any review by Partner of an Market Application shall be made in good faith after reasonable evaluation of the full Market Application.  If Partner posts a review of its Partner Application, Partner shall self-identify and disclose the fact that it is reviewing its own Market Application. If Partner posts a review of a competitor’s Market Application, Partner shall self-identity and disclose the fact that Partner publishes a competitive Market Application.

1. Providing Partner Applications to Users. Partner may offer Partner Applications via Pipefy Market at no charge or for a fee, under Partner’s own end user terms or under the default Pipefy Market No-charge End User Terms set forth at the end of this 

2. Addendum A as Section 7. To offer Partner Applications under Partner’s own end user terms, Partner must submit such end user terms to Pipefy through the online process described in the Partner Community.  Partner may update such license terms from time to time using the same process. If Partner does not submit Partner’s end user terms to Pipefy through such online process, Pipefy will make Partner Applications available under the default Pipefy Market no-charge end user terms.  Partner Application end user terms shall not make any representations about Pipefy, the Services or other Pipefy products, nor purport to bind Pipefy.

       Risk of Infringement of Intellectual Property Rights

Partner acknowledges the risk that Users who access Partner Applications through Pipefy Market may develop applications that infringe or misappropriate Partner’s intellectual property rights in Partner Applications.  Nothing in this Agreement restricts Partner from pursuing claims against such Users. However, in that event, Partner agrees that Pipefy’s provision of Pipefy Market does not constitute contributory infringement or aiding or abetting of any such infringement or misappropriation.

  1.        Pipefy Customer Data and Partner’s Customer Configuration/Usage Data
  2. Pipefy Customer Data.

To the extent a Partner Application transmits Pipefy Customer Data outside Pipefy’s systems, Partner represents and warrants that Partner has notified all users who have access to Pipefy Customer Data through such Partner Application, or will notify them prior to their use of such Partner Application, that their Pipefy Customer Data will be transmitted outside Pipefy’s system and to that extent Pipefy is not responsible for the privacy, security or integrity of such data.   Partner further represents and warrants that to the extent a Partner Application stores, processes or transmits Pipefy Customer Data, neither Partner nor such Partner Application will, without appropriate prior Pipefy Customer consent or except to the extent required by applicable law, (i) modify the content of Pipefy Customer Data in a manner that adversely affects the integrity of Pipefy Customer Data, (ii) disclose Pipefy Customer Data to any third party, or (iii) use Pipefy Customer Data for any purpose other than providing such Partner Application’s functionality to the applicable Pipefy Customer’s users of the such Partner Application.  Partner shall also maintain and handle all of Pipefy Customer Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and all applicable privacy laws and regulations. A modification or disclosure of Pipefy Customer Data does not violate either of the two preceding sentences to the extent (i) it results from an activity of the applicable Pipefy Customer using the applicable Partner Application and (ii) a reasonable Pipefy Customer would expect that modification or disclosure of its Pipefy Customer Data to occur as a result of that activity.

  1. Partner’s Customer Configuration/Usage Data.

“Partner’s Customer Configuration/Usage Data” means information stored in Pipefy’s systems about Partner’s customers’ configuration and usage of Partner Applications.  To the extent Partner receives access to Partner’s Customer Configuration/Usage Data in or from Pipefy’s systems, Partner represents and warrants that Partner has notified all of Partner’s users who are subjects of Partner’s Customer Configuration/Usage Data, or will notify them prior to their use of Partner Applications, that Partner may receive such data from Pipefy, and to that extent Pipefy is not responsible for the privacy, security or integrity of Partner’s Customer Configuration/Usage Data.  Partner further represents and warrants that to the extent Partner or Partner Applications store, process, collect or transmit Partner’s Customer Configuration/Usage Data, neither Partner nor Partner Applications will, without appropriate prior user consent or except to the extent required by applicable law, (i) modify the content of Partner’s Customer Configuration/Usage Data in a manner that makes it inaccurate or misleading, (ii) disclose Partner’s Customer Configuration/Usage Data to any third party other than Partner’s applicable customer, or (iii) use Partner’s Customer Configuration/Usage Data except in connection with Partner’s relationship with Partner’s applicable customer.  Partner shall also maintain and handle all of Partner’s Customer Configuration/Usage Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and all applicable privacy laws and regulations. Notwithstanding the foregoing, this paragraph does not restrict Partner’s use or disclosure of aggregated data containing Partner’s Customer Configuration/Usage Data, provided none of Pipefy’s customers is identified or identifiable through such aggregated data or through Partner’s use of such aggregated data.

  1.        Default Pipefy Market No-Charge End User Terms.

The following language shall constitute the default Pipefy Market no-charge End User Terms referenced under Section 4 (Providing Partner Applications to Users) above:

THIS APPLICATION IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SUBJECT TO THE FOREGOING, THIS APPLICATION MAY BE FREELY REPRODUCED, DISTRIBUTED, TRANSMITTED, USED, MODIFIED, BUILT UPON, OR OTHERWISE EXPLOITED BY OR ON BEHALF OF PIPEFY OR ITS AFFILIATES, ANY CUSTOMER OR PARTNER OF PIPEFY OR ITS AFFILIATES, OR ANY DEVELOPER OF APPLICATIONS THAT INTERFACE WITH THE PIPEFY APPLICATION, FOR  ANY PURPOSE, COMMERCIAL OR NON-COMMERCIAL, RELATED TO USE OF THE PIPEFY APPLICATION, AND IN ANY WAY, INCLUDING BY METHODS THAT HAVE NOT YET BEEN INVENTED OR CONCEIVED.

Last updated: April 09, 2019.