Terms and Conditions

Master Subscription Agreement (MSA)

These Terms of Use of the Pipefy Solution (the “Terms”), along with any other terms and policies incorporated by reference, constitute a legal contract governing the use of the Pipefy Solution owned by Pipefy, Inc., a Delaware corporation, with commercial address at San Francisco, CA, at 548 Market St, PMB 96462, USA (“Pipefy”). The Customer accepts and agrees to the terms of these Terms by (i) clicking on a box indicating acceptance, (ii) executing a Purchase Order referencing these Terms, or (iii) using the Pipefy Solution, even if on a free or trial basis. BY ACCEPTING THESE TERMS, THE CUSTOMER REPRESENTS THAT THEY HAVE FULL POWER TO CONTRACT AND TO BIND THE LEGAL ENTITY OR ENTITY THEY REPRESENT, OBLIGING IT TO COMPLY 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 SITES.

1. PIPEFY SOLUTION

1.1 The Pipefy Platform (also referred to as the "Pipefy Solution") is a cloud-based tool that enables the registered legal entity on the Pipefy website ("the Customer") to automate and manage different types of processes through the use of existing templates or configurations of the Pipefy Solution. Customers can utilize the Pipefy Solution themselves or through the hiring of additional services, governed by specific terms. This Agreement governs the access and use of the Pipefy Solution by Users. 

1.2 Subject to Customer's compliance with the terms of this Agreement and payment of the fees prescribed herein,  Pipefy hereby grants Customer a non-exclusive and non-transferable subscription license (“License”) entitling Customer to access and use the Pipefy Solution identified and described in either the Virtual Account (defined below) or a Purchase Order (the “Effective Date”). Customer acknowledges and agrees that any enhancements or upgrades to the Pipefy Solution which may be made available to Customer throughout the Contract Term (defined below) shall be a part of the Pipefy Solution and shall be subject to these Terms. 

1.3 Customers may utilize the Pipefy Solution by acquiring a License for each authorized users (the "User"), according to the different plans available at https://www.pipefy.com/pricing/. Customers and/or Users can commence utilizing the Pipefy Solution upon registering and creating an account (the "Virtual Account") on the Pipefy Website and/or formalizing a Purchase Order, whichever occurs first. The right to access the Pipefy Solution shall remain effective throughout the Contract Term.

 

  1. 1.3.1 Administrator User. The Customer bears sole responsibility for identifying each added User, and may, when necessary, transfer or modify these identifications and usage permissions. The Virtual Account must be managed by at least one User with privileges designated and authorized by the Customer  as the "Administrator User." This Administrator User holds, among other things, the capability to add new Licenses and features under conditions equivalent to those existing, as well as to create, monitor, or modify permissions of other Users, manage access, control, remove, or alter the Customer's data in whole or in part.1.3.1
  2. 1.3.2 Upon creating a User identification, the Customer shall be responsible for: (a) maintaining the security and confidentiality of passwords and accesses of its Users; (b) any and all action performed using the accounts of its Users, especially the Administrator User; (c) ensuring that all Users are over 16 years old and are properly instructed to use the Pipefy Solution; and (d) immediately notifying Pipefy upon becoming aware of any unauthorized use or access to its Virtual Account and/or any violation of the terms of this Agreement.
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1.4 Additional Services and Licenses. The Customer may choose to acquire additional services provided by Pipefy (the "Professional Services"), subject to the Professional Services Terms: https://www.pipefy.com/terms-and-conditions-professional-services/. The Customer may also choose to contract add-ons, additional users, or functionalities beyond the standard Pipefy Solution (the "Add-Ons"), according to the applicable commercial conditions at the time of contracting, as well as an individual instance (the "Single Tenant") in the cloud of the provider subcontracted by Pipefy, subject to the terms established in Annex III hereto.

1.5 Minimum Franchise and Excess of Usage. In all cases, the initial quantity of Licenses, services, and functionalities contracted, specified in the Virtual Account and/or in the Purchase Order, must be maintained constant during the agreed term and will serve as the baseline amount that the Customer will be billed regardless of the actual usage (the "Minimum Franchise"). Pipefy is authorized to charge any excess over the Minimum License, Service and Functionality Franchises, and adjust the level of usage and for future charges, according to the new level used, provided, however, the Customer shall be entitled to object to such adjustment within 48 hours in the case of services and Functionalities, and for excess Licenses, Pipefy is authorized, without prior approval, to charge pro rata.

2. RESPONSIBILITIES

2.1 Pipefy Responsibilities. By accepting these Terms or a Purchase Order (whichever occurs first), Pipefy agrees to: 

  1. a) Make the Pipefy Solution available to the Customer uninterrupted, 24 hours a day, 7 days a week, in accordance with this Agreement and the respective Purchase Order, when applicable; 
  2. b) Provide support for the Pipefy Solution as provided in Anexo II (Service Level Agreement, "SLA"), or otherwise formally agreed upon between the Parties, with the possibility of such terms being updated by Pipefy from time to time; and 
  3. c) Make commercially reasonable efforts to ensure an extremely high percentage uptime for the Pipefy Solution, as regulated inAnexo II (Service Level Agreement, "SLA").

2.2 Customer Responsibilities. On the Customer's side:

  1. a) Shall be responsible for the proper use of the Pipefy Solution and faithful compliance with these Terms, both by themselves and by their Users. They commit not to decompile, reverse engineer, or disassemble the Pipefy Solution or any technology encompassed therein (“Pipefy Technology”). Furthermore, they shall not attempt in any way to extract the source code of the Pipefy Technology or misuse Pipefy's Intellectual Property, whether registered or not;
  2. b) Shall be responsible for the accuracy, quality, and legality of the information, data, files, texts, images, personal information, or any other content, whether owned by themselves or by third parties ("Customer Data") provided to Pipefy for registration and billing purposes, and/or inserted into the Pipefy Solution for usage purposes; as well as for the means through which such data was acquired. The use of the Pipefy Solution to process defamatory, illegal, or unlawful content, and/or in violation of the privacy or intellectual property rights of third parties, is strictly prohibited;
  3. c) Shall prevent direct or indirect access, or unauthorized use of the Pipefy Solution, and shall promptly notify Pipefy of any unauthorized access or use;
  4. d) They will use the Pipefy Solution in accordance with these Terms, applicable laws, and regulations, refraining from financing, funding, sponsoring, or in any way using the Pipefy Solution for the commission of any illegal activities, including but not limited to storing or transmitting Malicious Code, engaging in social engineering (phishing, baiting, etc.), sending mass email marketing (spam), sending appealing content or content that negatively affects the reputation of the Pipefy Solution, limiting the use for sending transactional emails related to processes managed in the Pipefy Solution.
  5. e) They will comply with the terms of service of Non-Pipefy Applications they use and access along with the Pipefy Solution as defined through Section 7.
  6. f) They will not sell, resell, license, sublicense, distribute, rent, lease, or offer, in whole or in part, on their own behalf or on behalf of third parties, the Pipefy Solution; nor copy, reproduce, modify, create or develop derivatives of any part of the Pipefy Solution, its features, functions, online user guides, documentation, periodically updated help and training materials provided by Pipefy ("Documentation"), and/or User Interface; and 
  7. g) will not interfere with or disrupt the integrity or performance of any third-party tools or data contained therein.

3. FEES PAYMENT AND RENEWALS

3.1 Pricing. Except for free plans or trials, the Customer shall pay for all amounts specified in the Purchase Order and/or Virtual Account, related to the Pipefy Solution, Professional Services, Add-Ons, and others, as applicable, regardless of actual usage, for the contracted term, which may be monthly, annually, or multi-year, as also specified in the Purchase Order and/or Virtual Account. Unless expressly stated in the Purchase Order, the fees are non-cancelable and non-refundable, and the Customer shall maintain the Minimum Franchise acquired during the Contract Term. For all purposes, the volume recorded in the Virtual Account shall be considered for the calculation of excess usage in the contracted franchises

3.2 Taxes and Fees. The amounts specified in the Purchase Order and/or Virtual Account are net and will be processed in US dollars (the “Software Fees”). Any types of credit card fees, banking fees, exchange fees, taxes, levies, charges, assessments, obligations, fees, and/or government charges of any kind are not included in the Software Fees and shall be paid solely by the Customer in addition to the Software Fees. The Customer shall be responsible for collecting any taxes and/or fees of any kind, if applicable, regardless of the jurisdiction in which they reside. Therefore, any such taxes/fees shall be considered as added to the subscription fees due from the Customer.

3.3 Payment. Pipefy will issue Invoice(s), either directly or through third parties contracted for payment processing, to be paid according to the method and payment term selected by the Customer at the time of contracting. If the payment method is credit card, the Customer hereby consents to Pipefy authorizing the charge of payments due to its credit card at the time of initial contracting, renewals, additional Users, and/or excess usage, as applicable. Such charges may be made in advance, annually, or according to the frequency indicated in the applicable Purchase Order and/or Virtual Account. 

 

  1. 3.3.1 If a purchase order number is required for an invoice to be paid, the Customer shall provide the applicable purchase order number to Pipefy by emailing it to [email protected], within 72 hours of receiving the purchase order or invoice issued by Pipefy, whichever occurs first.

3.4 Late Payment. If any amount invoiced by Pipefy is not received by the due date, Pipefy, without waiving any other rights or remedies available to it at law or in equity, may (a) apply late payment interest of 1% per month and a penalty of 2% on the overdue amount; (b) condition future renewals and Purchase Orders to shorter payment terms and conditions; (c) review any discounts and bonuses granted ("Special Condition"); and/or (d) pursue administrative or judicial collection, through its own means or through third parties, with the Customer bearing the responsibility and agreeing to cover all reasonable expenses related to the collection of the overdue amount (including reasonable attorneys’ fees).

 

    1. 3.4.1 Suspension. In the event of any overdue payment by the Customer, with 15 days for credit card payments, and 30 days or more for other forms of payment, Pipefy, in addition to its other rights, may accelerate future obligations, making them immediately due, and suspend the Pipefy Solution until full payment of these amounts is made. Except for Customers with payment declined by credit card or direct debit, Pipefy shall notify the Customer at least 5 days in advance of the default before suspending the Customer's access to the Pipefy Solution.

3.5 Payment through Reseller. If the Customer has acquired the Pipefy Solution and/or Professional services through a reseller (a “Reseller”), pursuant to Section 13.1, the Customer shall pay the applicable amounts to the Reseller as agreed between the Customer and the Reseller. Pipefy reserves the right to suspend or terminate the Customer's usage rights of the Pipefy Solution if it does not receive the corresponding payment from the Reseller.

 

  1. 3.5.1 The details of the Purchase Order (e.g., plan, user quantity, contract term, among others) will be, as indicated in the Purchase Order, conducted by the Reseller on your behalf with Pipefy, and the Reseller shall be solely responsible for the accuracy of any Purchase Order communicated to Pipefy, as well as for the collection of applicable taxes. 
  2. 3.5.2 In the case of a refund, unless otherwise specified, Pipefy will refund any fees applicable to the Reseller, and the Reseller shall be solely responsible for refunding the amounts to the Customer. 
  3. 3.5.3 The amount paid or payable by the Reseller to Pipefy for the use of the Pipefy Solution shall be considered the amount actually paid or payable by the Customer for the purpose of calculating the liability provided in this Agreement.

4. DATA PROTECTION

4.1 Pipefy shall maintain appropriate 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 aimed at preventing unauthorized access or disclosure of Customer Data (except when authorized by the Customer or its Users to third parties) added into Pipefy Solution, as regulated in this Agreement, its Attachment I - Data Processing Agreement ("DPA"), and Pipefy Privacy Policy, available at https://www.pipefy.com/privacy-policy/, which are integral and indispensable parts of this Agreement.

5. CONFIDENTIALITY

5.1 Except as expressly stated otherwise in this Agreement, each party agrees that all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), orally or in writing, that is designated as confidential or should reasonably be understood to be confidential, given the nature of the information and the circumstances of the disclosure. For purposes of this Agreement, any of the following information exchanged between the parties shall be deemed “Confidential Information” including, but not limited to: (a) Customer Data, (b) the Pipefy Solution and services, (c) the terms of this Agreement and all Purchase Orders (including prices), (d) business and marketing plans, (e) technical and technological information, (f) product plans and business processes.

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

5.3 The confidentiality obligations of the Receiving Party shall not apply to information that the Receiving Party can establish: (a) was legitimately in its possession or known to it before receipt of the Confidential Information; (b) is or becomes publicly known through no fault of the Receiving Party; (iii) is legitimately obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is 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 by regulation, law, or court order (but only to the 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 Ownership. The customer acknowledges and agrees that:

 

  1. 6.1.1 The Pipefy Solution and any related contents are licensed, not sold, to the Customer by Pipefy and the Customer does not have under or in connection with this Agreement any ownership interest in the Pipefy Solution or in any related Intellectual Property Rights. For purposes of this Agreement, “Intellectual Property Rights” shall mean any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world. 
  2. 6.1.2 Pipefy is the sole and exclusive owner of all right, title, and interest in and to the Pipefy Solution, including all Intellectual Property Rights relating thereto, subject only to the limited license granted to the Customer under this Agreement.
  3. 6.1.3 The Customer hereby unconditionally and irrevocably assigns to Pipefy or Pipefy’s designee, its entire right, title, and interest in and to any Intellectual Property Rights that the Customer may now or hereafter have in or relating to the Pipefy Solution (including any rights in derivative works or patent improvements relating to either of them), whether held or acquired by operation of law, contract, assignment or otherwise. Pipefy alone will retain all Intellectual Property Rights relating to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Customer or any other person relating to the Pipefy Solution, which are hereby assigned to Pipefy. The Customer will not, and will not permit any third party to, copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement.
  4. 6.1.4 No Implied Rights. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement 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 or to the Pipefy Solution or any other services, software, or content provided pursuant to this Agreement. 
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6.2 Customer Cooperation and Notice of Infringement. During the Contract Term, the Customer shall:

 

  1. 6.2.1 take reasonable measures to safeguard the Pipefy Solution (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access; 
  2. 6.2.2 at Pipefy’s expense, take all such steps as Pipefy may reasonably require to assist Pipefy in maintaining the validity, enforceability and Pipefy’s ownership of the Intellectual Property Rights in the Pipefy Solution; 
  3. 6.2.3 promptly 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 or relating to the Pipefy Solution; or (ii) any claim that the Pipefy Solution, including any production, use, marketing, sale or other disposition of the Pipefy Solution, in whole or in part, infringes, misappropriates or otherwise violates the Intellectual Property Rights or other rights of any person; and
  4. 6.2.4 fully cooperate with and assist Pipefy in all reasonable ways in the conduct of any action by Pipefy to prevent or abate any actual or threatened infringement, misappropriation or violation of Pipefy’s rights in, and to attempt to resolve any actions relating to the Pipefy Solution.
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6.3 Reservation of Rights. In addition to the foregoing, and as to leave no doubt, Pipefy reserves all the rights, title, and interest relative to the services, including intellectual property rights, related to the Pipefy Solution, Professional Services, and/or related contents, as well as any updates, upgrades, extensions, components, and derivative products, even if such cases originate from comments or feedback from the Customer, without any payment of royalties and/or obligations from Pipefy to the Customer being due. Pipefy reserves the right to seek injunctive relief in any court of competent jurisdiction to prevent violations of its Intellectual Property.  

6.4 Commercial References.  Pipefy may use the Customer’s name and logo exclusively for commercial reference purposes on its website or restricted marketing materials, provided, however, that any other use of the Customer’s name or logo by Pipefy shall require Customer’s prior written consent. The Customer may revoke this right at any time by contacting [email protected].

7. NON-PIPEFY APPLICATIONS AND INTEGRATIONS

7.1 The Customer may choose to acquire products or services from third parties in connection with the Pipefy Solution, including but not limited to any type of third-party software application with integrated use (“Non-Pipefy Applications”). Any acquisition by the Customer of such products or services, and any exchange of Data with Non-Pipefy Applications, shall occur solely at the Customer's and the applicable third party's risk and responsibility. Pipefy does not guarantee or provide support for Non-Pipefy Applications, whether designated as ‘certified’ or otherwise, as well as those billed in conjunction 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 is subject to the terms and conditions and privacy policy of the applicable third party. Lastly, Pipefy makes no representations or warranties, whether express or implied, and Pipefy expressly disclaims any such representations or warranties, as it pertains to any Non-Pipefy Application and the compatibility of any Non-Pipefy Application with the Pipefy Solution. 

8. WARRANTIES OF PIPEFY SOLUTION

8.1 General Disclaimer.  Unless explicitly stated herein, all warranties, conditions and other terms implied by statute or common law including, without limitation, warranties or other terms as to suitability, merchantability, satisfactory quality and fitness for a particular purpose, are expressly excluded to the maximum extent permitted by applicable laws. Further, unless explicitly stated in this Agreement, Pipefy does not warrant or represent that the Pipefy Solution, any Professional Services, or any Add-Ons will be delivered free of any inaccuracies, interruptions, delays, omissions or errors (collectively “Faults”), or that all Faults will be corrected.  Pipefy shall not be liable for any Losses (defined below) resulting from any such Faults. The Customer assumes sole responsibility and entire risk as to the suitability and results obtained from use of the Pipefy Solution, and any decisions made or actions taken based on the information contained in or generated by the Pipefy Solution.  The Customer is solely responsible for the preparation, content, accuracy and review of any documents, data, or output prepared or resulting from the use of the Pipefy Solution.  In no event shall Pipefy or its third party providers be liable for any penalties, interest, or taxes assessed by any governmental or regulatory authority.

8.2 Warranties. This Agreement accurately describes the administrative, physical, and technical safeguards applicable to the protection of the security, confidentiality, and integrity of customer data. Pipefy warrants that, during the Contract Term, (a) it will not substantially reduce the functionality or overall security of the Pipefy Solution; (b) it will use commercially reasonable efforts to prevent, during the use of the Pipefy Solution, the introduction of malicious code, viruses, or trojan horses into the Customer's systems; and (c) the Pipefy Solution will perform in compliance with applicable law and this Agreement. 

8.3 Future Features.  Except as otherwise set forth in this Agreement, the Customer understands and agrees that the Pipefy Solution, as well as any Professional Services or Add-Ons are provided to the Customer “AS IS” and “AS AVAILABLE,” without express or implied warranty or condition of any kind. The Customer agrees that its License and acquisition of the Pipefy Solution are not subject to any expectations related to: (a) access to the Pipefy Solution beyond the Contract Term; (b) delivery of any future features that are additional to those already existing in the Pipefy Solution; or (c) any public comment, oral or written, made by Pipefy about possible functionality or features to be developed.

9. TERM AND RENEWAL

9.1 Term of Agreement and Renewal. These Terms shall commence on the Effective Date and shall remain in full force and effect until it is terminated pursuant to the terms of Section 9 below (the “Contract Term”). Unless otherwise provided in the Purchase Order, this Agreement shall automatically renew for equal and successive periods to the initial Contract Term unless the Customer expresses, within thirty (30) days of the expiration of the then-current term, its intention not to renew by filling out the form: https://app.pipefy.com/public/form/XqTumhKO.

 

  1. 9.1.1 Unless expressly stated otherwise, if the Customer has received a special commercial condition, it acknowledges that upon renewal, the current list prices will apply, and Pipefy shall not be bound by any discounts or bonuses granted during the previous Contract Term.
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9.2 Adjustment. In the exercise of its self-management and in view of the free initiative and competition, Pipefy may, at any time, revise its price list for the provision of the Pipefy Solution. The increases arising from the annual inflation adjustment, which is limited to 7% (seven percent), will be communicated to the Customer in writing, taking effect only at the subscription renewal date. Increases greater than the inflation adjustment are possible when negotiated and agreed between both Parties.

 

  1. 9.2.1 Pricing is accepted if the Customer continues to use the Pipefy Solution, under the new terms and conditions. Customer is entitled stop the renewal and/ or terminate the subscription before the end of the referred term, under the conditions set out in section 10 (termination).
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10. TERMINATION AND REIMBURSEMENT

10.1 Early Termination for Cause. Either party may terminate this Agreement early, with immediate effect and without prior notice (such termination constituting termination for “Cause”), in the following circumstances: (a) if a material breach of obligations under these Terms is not remedied within ten (10) business days after notification by the non-breaching party to the breaching party, or another mutually agreed-upon period for remedy; (b) if either party ceases its commercial operations or enters into bankruptcy or any other insolvency proceedings, such as judicial liquidation; (c) in the event of a criminal conviction issued by a competent court against either party; or (d) in the event of reasonable suspicion or proven violation of these Terms that may cause commercial, financial, or reputational harm to the other Party.

 

  1. 10.1 If the Customer requests that this Agreement be terminated for Cause, Pipefy will refund the Customer proportionally for any prepaid fees for unused Pipefy Solution and Services. If Pipefy seeks to terminate this Agreement for Cause, the Customer will not be entitled to any refund and shall be responsible for payment of fees for the remaining term of the active Purchase Orders.

10.2 Termination for Convenience. The Customer may choose to discontinue using the Pipefy Solution and terminate these this Agreement and any Purchase Orders at any time, for any reason, upon written notification to Pipefy through the form: https://app.pipefy.com/public/form/XqTumhKO. However, unless the Customer is exercising its right to early termination under Sections 10.1 and 10.3, after such termination, the Customer (a) shall not be entitled to a refund of any prepaid fees, and (b) if all amounts due for the current Contract Term and related services (as applicable) have not been paid, any outstanding amounts shall become immediately due and payable.

10.3 Refund. The Customer may terminate the initial subscription of the Pipefy Solution, without reason, by providing notice of termination within a maximum period of seven (7) days from the date that the first License is acquired, through the form: https://app.pipefy.com/public/form/XqTumhKO. Solely in the event of termination within this 7-day period, Pipefy will fully refund the amount paid. This right applies only to the Customer's first License of the Pipefy Solution and does not extend to renewals, Add-Ons, and Professional Services.

10.4 Effects of Termination. In any case of expiration or termination of these Terms, the parties shall cease using all Confidential Information and shall destroy all Confidential Information any party has received pursuant to this Agreement, confirming such destruction to the Disclosing Party as requyested by the other party. The Customer's access to their Data in the Pipefy Solution will be terminated immediately upon termination and purged as regulated in Annex I (Data Protection Addendum). The Customer shall ensure that its Data is properly exported during the applicable Contract Term.

10.5 Survival. The rights and obligations contained in the Sections of this Agreement titled “Fees and Payment - Section 3”, “Indemnification - Section 12”, “Non-Pipefy Applications - Section 7”, “Licenses and Ownership Rights - Section 6”, “Confidentiality - Section 5”, “Limitation of Liability - Section 11”, and “General Provisions - Section 14” shall survive any termination or expiration of these Terms.

11. LIABILITIES

11.1 Limitation of liability. IN NO EVENT SHALL PIPEFY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITING THE FOREGOING, DAMAGES FOR LOSS OF BUSINESS PROFITS, UNAVAILABILITY OF THE PIPEFY SOLUTION BEYOND THE PROVIDED IN THESE TERMS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF OR INABILITY TO ACCESS OR USE THE PIPEFY SOLUTION, EVEN IF PIPEFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY DAMAGES THAT PIPEFY IS REQUIRED TO PAY TO CUSTOMER FOR ANY PURPOSE WHATSOEVER SHALL BE LIMITED TO THE FEE PAID FOR USE OF THE PIPEFY SOLUTION DURING THE SIX (6) MONTH PERIOD PRECEDING THE SUBJECT CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, CLAIMS FOR FAILURE TO EXERCISE DUE CARE IN THE PERFORMANCE OF SERVICES HEREUNDER AND OTHER TORTS. FURTHER, NO CAUSE OF ACTION WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED AGAINST PIPEFY. THE PARTIES UNDERSTAND AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS SET FORTH HEREIN REPRESENT THE PARTIES’ AGREEMENT AS TO THE ALLOCATION OF RISK BETWEEN THE PARTIES IN CONNECTION WITH PIPEFY’S OBLIGATIONS UNDER THESE TERMS. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRICING OF THE PIPEFY SOLUTION REFLECTS THIS RISK ALLOCATION AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN, AND THAT PIPEFY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH ALLOCATION AND LIMITATION

12.INDEMNIFICATION

12.1. Indemnification by Pipefy. Pipefy agrees to indemnify the Customer and any entity that, directly or indirectly, controls, is controlled by, or is under common control with the referenced entity (its “Affiliates”), executives, directors, employees, and agents from any and all demands, damages, liabilities, losses, expenses, or reasonable costs (collectively, “Losses”) incurred as a result of any third-party claim arising from an allegation that the use of the Pipefy Solution infringes the intellectual property rights of a third party. In this case, provided that the Customer's use is in accordance with the terms of this Agreement, Pipefy will indemnify the Customer for damages, reasonable attorney's fees, and duly documented and incurred costs.

 

  1. 12.1 The indemnification obligation of Pipefy as detailed in Section 12.1 does not apply in the following cases: (a) if the Pipefy Solution (or any part thereof) is modified by the Customer, its Users, or third parties, however, only to the extent that the claim would have been avoided without such modification; (b) if the Pipefy Solution is used in conjunction with any Non-Pipefy Application, device, software, or product, including, among others, Third-Party services, but only to the extent that the claim would have been avoided without such combination; and/or (c) if the claim is related to Customer Data or events that trigger indemnification obligations on the part of the Customer, pursuant to Section 12.2 below. If Pipefy believes that the Pipefy Solution, or any part thereof, may infringe such conditions, Pipefy, at its sole discretion, may: (x) obtain (at no additional cost to the Customer) the right to continue using the Pipefy Solution; (y) replace or modify the allegedly infringing part of the Pipefy Solution so that it no longer infringes and, at the same time, provides substantially equivalent performance; or (z) if Pipefy determines that the foregoing options are not reasonably available, require that the use of the Pipefy Solution (or any part thereof) deemed (allegedly) irregular cease, and in such case, the Customer will receive a proportional refund of all fees paid for the unused portion of the Contract Term.

12.2 Indemnification by Customer. The Customer agrees to indemnify Pipefy and its Affiliates, executives, directors, employees, and agents from any and all Losses incurred as a result of any third-party claim arising from (a) the Customer's and/or any of its Users' breach of this Agreement or applicable law; (b) Customer Data, including the use of Customer Data by Pipefy and/or any of its third parties, infringing or violating any third-party rights, including, among others, intellectual property, privacy, and/or publicity rights; and/or (c) claims solely related to the operations of the Customer and its respective customers, unrelated to the use of the Pipefy Solution.

12.3 Requirements for Indemnification. In order for the indemnification obligations under this Section 12 to apply, the indemnified party must: (a) promptly provide written notice of the claim for which indemnification is sought, in accordance with the provisions of Section 14.8; (b) allow the indemnifying party to have exclusive control of the defense or resolution of the claim, provided that the indemnifying party does not enter into any monetary settlement or admission of liability without the prior consent of the other party; and (c) reasonably assist in the defense or resolution at the request of the indemnifying party, at the expense of the indemnifying party.

13. PURCHASES THROUGH A RESELLER

13.1 If the Customer acquires the Pipefy Solution and/or additional services through a certified and duly authorized Reseller Partner to commercialize Pipefy licenses and services ("Reseller"), in case of any conflict between these Terms and the contract established between the Customer and the respective Reseller, including any purchase order ("Reseller Agreement"), these Terms shall prevail between the Customer and Pipefy. Any rights granted to the Customer and/or any other User in the Reseller Agreement that are not covered by these Terms shall apply exclusively in relation to the Reseller, and it is the Customer's responsibility to seek redress, exercise, or fulfill these rights solely with the Reseller.

 

  1. 13.1 .1 The Reseller is not authorized to modify these Terms and/or make any promises or commitments on behalf of Pipefy, and  the CUSTOMER shall be bound to the terms and conditions of this Agreement in order to access Pipefy Technology, provided Pipefy shall not be bound by any obligations to the Customer beyond those established in this Agreement.
  2.  

13.2 The Customer’s and its Users' access to the Pipefy Solution is subject to the Reseller passing on the Fees applicable to Pipefy, paid by the Customer to the Reseller. Pipefy reserves the right, upon prior notice with a thirty (30) days’ advance notice, to start charging the Fees directly from the Customer.

13.3 Reseller as Administrator User. The Customer shall be solely responsible for determining whether the Reseller may act as an Administrator User and for any rights or obligations related thereto in its applicable contract with the Reseller. The Customer shall be solely responsible for any access by the Reseller to its accounts or other User accounts.

14. GENERAL PROVISIONS

14.1 Entire Agreement. The terms of this Agreement, along with their appendices and Purchase Order, are deemed to constitute the entire understanding between the Customer and Pipefy and supersede all prior agreements, proposals, terms, or statements, whether written or oral, concerning their subject matter.

14.2 Interpretation and Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be as follows: (a) the applicable Purchase Order, (b) the terms of this Agreement, and (c) the Documentation.

14.3 Amicable Dispute Resolution. The parties agree to seek prior extrajudicial resolution of any dispute, doubt, or litigation arising from this Agreement, including its interpretation or execution. The aggrieved party shall notify the other party of the conflict, as outlined in Section 14.5 ("Notices"), so that they may address the issue within thirty (30) days from the date of receipt of the notification. If the identified conflict is not resolved within the specified period, the aggrieved Party may then seek judicial resolution of the dispute and notify the other Party of this decision.

14.4 Jurisdiction and Applicable Law. If the Customer is domiciled outside of Brazil, the terms of this Agreement shall be governed and interpreted in accordance with the laws of the State of California, USA. In the event that the parties are unable to resolve any disputes that may arise out of court, the parties irrevocably and unconditionally elect the exclusive jurisdiction of the Courts of San Francisco, California, USA. If the Customer is domiciled in Brazil, the Central Forum of the Judicial District of Curitiba, PR, Brazil, shall be elected for the resolution of any disputes, doubts of interpretation, or demands arising from or related to these Terms, regardless of any other jurisdiction, however advantageous it may be.

14.5 Notices. Pipefy may notify the Customer of general information regarding the 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 their contact information up to date in the Virtual Account. Unless otherwise provided in these Terms, all notices, permissions, and approvals shall be in writing and shall be deemed delivered on the first business day following the sending of an email to the email address registered by the Customer as the administrator of the Virtual Account, or, in the case of Pipefy, to the email address [email protected].

 

  1. 14.5.1 Billing-related notifications shall be sent to the Customer through the billing contact designated by the Customer.

14.6 Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations due to events beyond the reasonable control of a party, including, but not limited to, attacks on the Pipefy Solution, interruption or failure of the internet or any other essential service, failures in third-party hosting services, strikes, riots, fires, acts of God, war, terrorism, and governmental actions.

14.7 Assignment. Except to a direct competitor, either party may assign its rights or obligations herein by reason of a merger, acquisition, corporate reorganization, or substantial sale of all its assets, providing the counterparty with prior written notice, and the assignee shall fully assume the obligations set forth in these Terms.

14.8 Compliance. The parties expressly declare to have full knowledge and commit to the faithful observance of applicable legal provisions related to the prevention and combating of corruption, activities related to money laundering or concealment of assets, and any acts linked to personal favoritism, the practice of acts promoting discrimination, or violation of rights established by applicable law.

 

  1. 14.8.1 Compliance Reporting Channel. If the Customer becomes aware of irregularities or illicit activities involving Pipefy, they shall immediately report them through the Ethics & Compliance Channel via the link https://ethicschannel.pipefy.com/, so that Pipefy can evaluate, investigate, and implement necessary measures.
  2. 14.8.2 Social and Environmental Responsibility. The parties shall adopt appropriate measures to prevent, combat, and reduce significant environmental impacts that may result from activities carried out under this Agreement. The responsibility for damages caused to the environment resulting from any violation by one of the parties (the infringing party) of federal, state, and/or municipal environmental legislation shall fall directly and entirely upon the infringing party, even if such damages result from fortuitous events or force majeure.
  3. 14.8.3 Human Rights. The parties respect human rights and provide an inclusive work environment, acting without discrimination based on gender, race, or religion, considering the safety and health conditions required by law. The parties commit to not exploit, either directly or through the hiring of third parties, any form of child labor, forced labor, or slavery-like practices.
  4. 14.8.4 Compliance Procedures and Anti-Corruption Measures. The parties mutually acknowledge that they are subject to Brazilian legislation and international agreements concerning the prevention of corruption and money laundering. Furthermore, the parties agree that if there is any suspicion of illegal activity or non-compliance with this Agreement, the innocent party, at its sole discretion, shall have the right to unilaterally terminate the contractual relationship pursuant to the termination Section of this Agreement, regardless of its justification.
  5. 14.8.5 Export Regulation. The Pipefy Solution may be subject to US export control laws, including the US Export Control Reform Act and its associated regulations. The Customer will not directly or indirectly, export, re-export, or release the Pipefy Solution to, or make the Pipefy Solution accessible from, any country, jurisdiction or person to which export, re-export, or release is prohibited by applicable Law. The Customer will comply with all applicable laws and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the Pipefy Solution available outside the US. Without limiting the foregoing the Customer acknowledges and agrees that the Pipefy Solution will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Pipefy Solution is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Pipefy Solution may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations.
  6.  

14.9 Severability. The terms of this Agreement shall be applied to the fullest extent permitted by the applicable law. If any provision of this Agreement is deemed by a court of competent jurisdiction to be contrary to law, the provision shall be deemed void and unenforceable — or modified by the court and interpreted to fulfill the objectives of the original provision to the extent permitted by law — and the remaining provisions of this Agreement shall remain in effect.

14.10 Independent Contractors. The parties are independent contractors. The parties’ execution of this Agreement shall not be construed as creating any kind 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 to the other party.

 

14.11 Changes to the Terms of Use. These terms may be updated from time to time by Pipefy to reflect the development of new functions or features of the Pipefy Solution, for technical or legal reasons that Pipefy deems necessary, notifying the Customer in advance under the terms of Section 14.5 (Notices), which will take effect 30 (thirty) days after their publication. Continued use of the Pipefy Solution shall constitute full acceptance by the Customer of the changes.

14.12 Equitable Relief. The Customer acknowledges and agrees that a breach or threatened breach by the Customer of any of its obligations under this Agreement may cause Pipefy irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Pipefy will be entitled to equitable relief, including in a restraining order, an injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

14.13 Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.

14.14 Signatures. The parties declare and agree that this Agreement may be signed electronically, through a proven reliable digital certificate and/or virtual acceptance. In the event of any of these scenarios, the parties acknowledge that the contract shall also be valid, effective, and constitute an extrajudicial executive title for all legal purposes.

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

Purpose

The purpose of this Data Protection Agreement (“DPA”) is to define the conditions in which Pipefy, Inc. (“Pipefy” or the “Processor”) undertakes to carry out, on Customer’s (“Customer” or the “Controller”) behalf, the personal data processing operations defined below.

As part of their contractual relations, the parties shall undertake to comply with the applicable regulations on personal data processing and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter “the General Data Protection Regulation”).

1. As the Controller of Personal Data, it is the Customer’s responsibility to handle requests for the exercise of rights by Data Subjects, and it is Pipefy’s responsibility, as Processor, to assist in the fulfillment of requests made by Data Subjects whenever necessary and requested by the Customer, such as requests for access to Personal Data, correction of incomplete, inaccurate, or outdated Personal Data, blocking or deletion of unnecessary or excessive Personal Data, portability of Personal Data, among other rights provided by law, the granting or denial of which shall be at the sole discretion of the Customer.

 

  • 1.1 Pipefy is solely responsible for all costs incurred in fulfilling requests made by Data Subjects in which Pipefy is considered the Controller, with the Customer being solely responsible for fulfilling requests made by Data Subjects in which the Customer is considered the Controller, as well as the costs incurred for such purposes. Commitments of the Parties. The Parties commit and guarantee that, to the extent of their actions:

2. Pipefy and Customer agree and acknowledge as follows:  

  • a) Pipefy uses the personal data received under this legal relationship only for the purpose agreed upon between the Parties, and under no circumstances shall Pipefy use this Personal Data for a different purpose, under penalty of immediate termination and full assumption of any damages caused to the other Party and/or third parties.
  • b) Pipefy does not store or share personal data with third parties, except with the prior express authorization of the other Party or as a requirement for the fulfillment of the Agreement, under the terms of this Annex.
  • c) Both Pipefy and Customer shall treat all non-public Personal Data as confidential, even if this legal relationship is terminated regardless of the reasons for its termination or resolution.
  • d) The duration of the Processing shall respect the contractual object, as well as the provisions of applicable law.
  • e)  Pipefy adopts appropriate mechanisms for processing Personal Data in accordance with legal provisions, in order to prevent loss, destruction, theft, damage, alteration, manipulation, or accidental interception and/or disclosure.
  • f)  Both Pipefy and Customer shall limit access to Personal Data originating from this Agreement only to employees, agents, and/or representatives who need it to complete the task/activity to be carried out, with each party being responsible for the actions of its employees, agents, and/or representative.

 

3. Vulnerability Management. The Parties undertake to manage vulnerabilities in their tools used in the processing of personal data, conducting periodic tests to identify and promptly correct any vulnerabilities that may be identified.

4. Purpose of Storage. Pipefy undertakes to store Personal Data only for the periods necessary to: (a) achieve the purpose of processing the Personal Data under this Agreement; (b) process payments; (c) prevent or address technical problems; (d) in anonymized form, to improve and enhance the Pipefy Solution; (e) as expressly authorized by the Customer, including cases of sharing Customer Data with Non-Pipefy Applications; and (f) compliance with legal and/or regulatory requirements.

5. Log Keeping. Pipefy will record the “logs” of changes and processing of the personal data for which it is the controller, keeping in these records the minimum elements that allow assessing the activity and who carried it out and when, as regulated by law, with the management of changes in data where Pipefy is only the processor being the responsibility of the Customer.

 

6. Retention and Deletion of Personal Data. Provided that the contract between the parties is valid, Customer data will be stored in Pipefy’s database on servers located in the United States, even if they have been deleted through the application or a set of routines and programming standards for accessing a web-based software application or platform (“API”). In cases of contractual termination, regardless of the cause, Pipefy reserves the right to delete the Customer’s Personal Data in accordance with written instructions from the Customer, or within a maximum of one hundred and eighty (180) days after termination of the Agreement.

 

7. Sub-Processing. Pipefy may use specialized third parties to perform the processing of Personal Data, as available at https://www.pipefy.com/sub-processors/ (“Sub-Processors”). It is Pipefy’s obligation to ensure that the Sub-Processors undertake to ensure a security level equal to or greater than that described in this Section before transferring any Personal Data or authorizing any sub-processing, as well as to conduct periodic audits to verify compliance with privacy rules and legal obligations. Pipefy shall be fully and severally liable for any breach, violation, irregularity, or illegality committed by its Sub-Processors.

 

8. Disclosure Scenarios. Pipefy will not disclose Personal Data to third parties at any time except in the following scenarios: (a) with prior written authorization from the Customer; (b) in accordance with the sub-processing rules described above; or (c) under applicable data protection legislation, provided that Pipefy makes reasonable efforts to share only the minimum amount of Personal Data necessary for a specific purpose, and the Customer is notified in advance, in accordance with and as provided for in this Agreement.

  • 8.1 Requests from Authorities. If Pipefy receives any judicial order and/or official communication that determines the provision or disclosure of personal information, unless expressly prohibited by legal force, regulation, judicial or administrative order, Pipefy must notify the Customer within a maximum of thirty-six (36) hours of becoming aware, providing an opportunity for timely adoption of legal measures to prevent or mitigate the effects resulting from the disclosure of Personal Data related to this request or its objects.

9. Third-Party Applications. If the Customer installs, activates, and/or otherwise uses a Non-Pipefy Application in conjunction with the Pipefy Solution, the Customer acknowledges and agrees that the provider of this Non-Pipefy Application may access Customer Data, including Personal Data, as necessary, for the integration of this Non-Pipefy Application with the Pipefy Solution and/or in accordance with the activities of this Non-Pipefy Application. In this context, Pipefy is not responsible for any incident, disclosure, modification, or deletion of any Customer Data and Personal Data resulting from access by a Non-Pipefy Application.

10. Obligations of Pipefy. Pipefy ensures and guarantees:

  • a) Confidentiality and integrity of the information shared by the Customer;
  • b) Non-violation of the privacy of Personal Data in its relationship with clients, suppliers, researchers, patients, consumers, and employees;
  • c) Adopt technical and administrative measures of information security to prevent misuse and unauthorized use of Personal Data;
  • d) Immediately and adequately respond to all requests from the Customer regarding Personal Data Processing, as well as consider the guidance of the National Data Protection Authority regarding the Processing of Personal Data transferred;
  • e) Be responsible for maintaining a written record of activities related to compliance with applicable data privacy legislation;
  • f) Restrict access to Personal Data by defining qualified individuals responsible for Processing, as well as ensuring and being responsible for the reliability of its employees, agents, and representatives who will have access to Personal Data, considering the nature of such Personal Data;
  • g) Maintain a detailed inventory of access to Personal Data and access logs to applications, containing the time, duration, identity of the employee or person responsible for access, and the accessed file, including when such access is made to comply with legal obligations or determinations defined by a competent authority;
  • h) The processing of Personal Data, i.e., any operation or set of operations performed on the Personal Data of its clients, suppliers, and employees; including, but not limited to obtaining, recording, storing, altering, analyzing, using, transmitting, combining, blocking, deleting, or destroying, are in absolute accordance with the rights of the data subject and will be carried out in accordance with the established purpose;
  • i) Protect Personal Data of its clients, suppliers, and employees, ensuring to them, within legal limits, the right to be informed about any processing of their data; as well as to have access to their own data, among other rights provided by applicable law;
  • j) Record activities involving international transfer of Personal Data, indicating the country/organization of destination and adopting the necessary safeguards to ensure that the transfer is carried out in accordance with applicable legislation and guidelines defined by a competent authority;
  • k) Meet requests for information made by the Customer within thirty-six (36) hours, justifying any delays; and
  • l) Cooperate with the fulfillment of requests from data subjects of the Customer (clients of the Customer), using appropriate technical and organizational measures, in accordance with Customer instructions.

11. Contingency Plan. Pipefy undertakes to create contingency mechanisms to prevent data leaks, and must test and keep it up to date, committing to present its contingency plan to the Customer upon request for compliance with requests from the authority or in case of any eventual judicial demands.

12. Incident Notification. If, at any time, there is an actual breach, suspicion, or potential threat to the security of Personal Data, or if there is suspicion of loss, destruction, deletion, damage, corruption, or unauthorized disclosure to a third party, Pipefy shall notify the Customer within thirty-six (36) hours from the moment it becomes aware of it, and the notification shall contain the full and complete details regarding the breach, including:

  1. a) date and time of the incident;
  2. b) date and time of acknowledgment by the Party that had its data leaked;
  3. c) list of types of data affected by the incident;
  4. d) list of data subjects affected by the incident;
  5. e) the nature and facts of such breach, including the data subject, if possible;
  6. f) contact details of the data protection officer or appointed and named representative to deal with data leaks in the company, responsible for additional information regarding the incident;
  7. g) the likely consequences and/or potential consequences of such incident; and
  8. h) the measures adopted or proposed by Pipefy or by the data protection officer to remedy such breach and mitigate any possible adverse effects and the dates of implementation of these measures (action plan).

13. Incident Handling. In the event of an incident, Pipefy must promptly comply with the instructions provided by the Customer, aiming to remedy or mitigate adverse consequences, as well as practice all necessary acts and resources to contain the breach and recover and/or restore Personal Data (where possible) and meet any requests, notifications, or investigations by Authorities.

14. Contact information. Pipefy’s support regarding GDPR and personal data matters can be accessed at the following email addresses: [email protected] and [email protected].

15. Responsibility. In the event that the parties, each to the extent of their actions, and if they fail to act in the face of the mitigation measures provided in this DPA and/or in the current Legislation, cause any losses, damages, fees, expenses, and/or convictions resulting from: (a) effective violation of applicable Personal Data Protection legislation; (b) conduct or omissions through gross negligence, incompetence, or willful misconduct; (c) inadequate or non-compliant treatment with applicable Personal Data Protection legislation; and/or (d) an incident involving Confidential Information and Personal Data of the other party, the innocent party shall be entitled to compensation by the infringing party, which directly caused the losses, damages, and sanctions of any nature suffered, duly proven in court and in accordance with the regulations in the Responsibility Section – 11.2., of these Terms.

1. Overall Availability of Pipefy Solution: Pipefy guarantees 99.90% availability time of the Pipefy Solution per month. In the event that the measured availability in a month falls below the guaranteed level, he Customer shall notify Pipefy within the next thirty (30) days so that Pipefy may grant,  as a penalty, the applicable Credit Percentage in accordance with the respective Monthly Availability Percentage:


  • Monthly Availability Percentage: Credit Percentage
    Less than 99.9%, but greater than or equal to 98%: 5%
  • Less than 98%, but greater than or equal to 95%: 10%
  • Less than 95%, but greater than or equal to 90%: 15%
  • Less than 90%, but greater than or equal to 85%: 20%
  • Less than 85%: 30%

1.1. To claim the right to Credit, the Customer must contact Pipefy Support through the chat provided to logged-in users on the Pipefy Solution at https://app.pipefy.com/, with all evidence collected and must provide any other reasonably requested information or documentation. Pipefy’s monitoring and logging infrastructure is the source of truth for determining the monthly percentage of uptime, errors, and monthly Availability rate. This penalty will only be applied after the first 3 months of Pipefy Solution implementation. The planned downtime specified above will not be considered as unavailability.

1.2. Pipefy undertakes to make the Pipefy Solution available to the Customer as stipulated in this Annex II. The availability of the Pipefy Solution is defined as the ability of a user to access and use the Pipefy Solution through its Virtual Account, as measured on a per-account basis, provided that the account is active, in good standing, and enabled. Unavailability caused by events beyond Pipefy’s reasonable control, or caused by force majeure, acts of third parties, shall be excluded from the calculation of the Pipefy Solution’s availability. This also includes scheduled suspensions, such as those for hardware replacement, or arising from scheduled or emergency maintenance, or related to fortuitous events or acts of the Customer or third parties, without prejudice to other situations provided for by law or in this Annex.

2. Overall Support Availability: The Pipefy support team will make every effort to provide assistance to the Customer according to the response times outlined in the table below. The countdown of the deadline shall commence from the moment the event is communicated through the channel specified in item 8.

Support SLA (Service Level Agreement)

Plans 

Level ¹

First Response ²

Resolution Time ³

Low Complexity 

Resolution Time ³

High Complexity  

Hours of Availability ⁴ 

Business

Service Outage

1 hour

6 hours

6 hours (24/7)

12 hours/5 days

8AM to 8PM
UTC -3 

High

2 hours

10 hours

4 business days

Medium

4 hours

12 hours

7 business days

Low

8 hours

14 hours

10 business days

Enterprise

Service Outage

30 minutes

6 hours

6 hours  (24/7)

High

1 hour

8 hours

3 business days

Medium

2 hours

10 hours

5 business days

Low

4 hours

12 hours

7 business days

Unlimited

Service Outage

20 minutes

6 hours

6 hours (24/7)

High

30 minutes

6 hours

2 business days

Medium

60 minutes

8 hours

4 business days

Low

120 minutes

10 hours

6 business days

3. Levels: Full descriptions of severity levels are written below:

  1. a) Service Outage: Total or partial platform outage. Important services/components are not functioning, affecting the Pipefy production environment of multiple clients.
  2. b) High: Severe impact on performance. Important services/components are not functioning, a single connection is down, or a subset of users cannot sign-in in the Pipefy production environment.
  3. c) Medium: Low impact on a small number of users in a production environment.
  4. d) Low: Users questions, enhancement feedback,  and specific requests (reports, restore deleted fields, cards or pipes, resend invites, and password recovery).

4. ¹ Support Plans: We offer the following plans and these coverages:

  1. a) Business: Basic support during business hours* via chatbot and resources from the Help Center and Community.
  2. b) Enterprise: Support during business hours* by chat, logged in Pipefy, within Enterprise SLA (Service Level Agreements) times.
  3. c) Unlimited: Support during business hours* by chat, logged in Pipefy, within Unlimited SLA (Service Level Agreements) times.

4.1. Dedicated Support: In the event that the Customer requires dedicated analysts for their operation and/or support outside of business hours, Pipefy may provide Dedicated Support upon the Customer’s request. The availability of Dedicated Support will be subject to feasibility analysis of applicable extra charges. For information regarding the costs associated with Dedicated Support, the Customer may contact its Customer Success Manager for appropriate consultation and clarification.

 

5. ² First Response Time: “First Response Time” shall be defined as the time elapsed between a user opening a chat and an agent first responding to it. We also have email contact at [email protected] during business hours, but this channel does not guarantee first response times.

 

6. ³ Resolution time: Full descriptions of our resolution time are written below:

 

a)  Low Complexity: The time it takes to resolve low complexity demands that needs Pipefy tool knowledge such as — and not limited to — questions, misuse, identifying and reporting bugs, identifying and troubleshooting use problems,  that can be resolved in our Level 1 – Customer Support team usually in a single chat. 

b)  High Complexity: The time it takes to resolve high complexity demands that need technical and systems knowledge such as — and not limited to — API assistance, identifying and troubleshooting technical problems in the system, monitoring system’s health, developing and testing workarounds for bugs.

c) Bugs: The time resolution for bugs is not ruled by the SLA defined in this document, because it goes through a process of analysis and prioritization outside the support team. The deadlines and the motivation for bug resolution are done on a case-by-case basis and the support team is only responsible for communicating it.

 

7. ⁴ Hours of Availability: Our Business Hours include 8AM – 8PM for the Brasília Timezone (UTC -3) Monday to Friday. See below to convert in other time zones. Service Outage in off-hours and weekends is monitored and solved by our technical team internally and its discovery is reported and resolved by our “Status Page” (https://status.pipefy.com/).  Our business hours converted into other timezones:

  1. a) UTC 0 – 11AM to 11PM
  2. b) UTC -3 (Brasilia Time) 8AM to 8PM
  3. c) UTC -5 (Eastern Standard Time) 6AM to 6PM 
  4. d) UTC -8 (Pacific Standard Time) 3AM to 3PM 
  5. e) UTC +10 (Australian Eastern Standard Time) 09PM to 09AM

 

8. Support contact: The primary contact with support is with the chat made available to the logged users on Pipefy system at https://app.pipefy.com/ during our business hours. Another form of communication, independent of business hours, is Pipefy’s Status page at https://status.pipefy.com/. We also offer and encourage the use of our Community Center https://community.pipefy.com and other useful resources available through our webpage: https://help.pipefy.com/en/.

 

9. Support Includes:

  1. a) API assistance for plans superior of business;
  2. b) Identifying and troubleshooting problems in Pipefy’s system;
  3. c) Root cause analysis (available 2 business days after the service interruption is resolved);
  4. d) Investigation of usage or system problems;
  5. e) Help with questions about the tool;
  6. f) Identifying and reporting bugs; and
  7. g) Support on Service Outage and instabilities (Service Outage and instabilities will be notified on https://status.pipefy.com/)

 

10. Support does not include:

  1. a) Our support doesn’t cover events caused by factors outside of our reasonable control, such as customer power outages, customer server or hardware malfunctions, and customer internet connectivity issues;
  2. b) Our support will not answer development questions or user code debug. The support provides help with the Pipefy API and some examples only;
  3. c) Bug fixing (coding);
  4. d) Our support will not give support to third-party plugins or third-party applications and integrations;
  5. e) Our support will not provide support in languages other than English, Spanish, and Portuguese;
  6. f) Our support will not communicate through other tools like LinkedIn, WhatsApp, or any other social media;
  7. g) Support does not do process modeling or provide process modeling consulting; and
  8. h) Support can’t make any changes to the settings or data of customers in compliance with the precepts of data protection laws in various countries.

 

DISCLAIMER: Availability of Pipefy’s Software is defined as the ability of a user to use their account, provided it is active and in good standing, to access and use the Pipefy Software, based on each account and the software’s plan used by the user. Outages caused by or related to acts of God, natural disasters, force majeure, acts, conducts or omission of the client or of third parties, and facts beyond Pipefy’s reasonable control must be excluded from the calculation of software availability. Scheduled suspensions, including due to hardware replacement, or due to scheduled or emergency maintenance, should also not be considered a breach of this service level agreement, without prejudice to other cases provided for by law. Pipefy undertakes to make the Software available to the client as stipulated in this document. Clients should provide all necessary information and assistance related to service performance that allows Pipefy to meet the performance standards as outlined in this document.

1. Single Tenant Options: 

 

Plan

Plan Coverage

Starter

  1. Up to 320,000 requests of a set of routines and programming standards for accessing a web-based software application or platform (“API”) received per day in Pipefy’s central infrastructure, limited to a maximum transaction per second (“TPS”) of 160 requests per second, such as an external .NET solution calling the Pipefy API or a Workato request calling the Pipefy API, both counted towards the daily quota;
  2. Up to 4 million (4,000,000) automation jobs, defined as automation configuration executed in Pipefy’s infrastructure in a month;
  3. Up to 500GB of storage to save any attachments from electronic forms or cards.

This Option does not include any quota for inbound or outbound traffic based on integration with Workato.

Corporate

  1. Up to 500,000 requests of a set of routines and programming standards for accessing a web-based software application or platform (“API”) received per day in Pipefy’s central infrastructure, limited to a maximum transaction per second (“TPS”) of 250 requests per second, such as an external .NET solution calling the Pipefy API or a Workato request calling the Pipefy API, both counted towards the daily quota;
  2. Up to 6.5 million (6,500,000) automation jobs, defined as automation configuration executed in Pipefy’s infrastructure in a month;
  3. Up to 750 GB of storage to save any attachments from electronic forms or cards;

This Option does not include any quota for inbound or outbound traffic based on Integrations with Workato.

Enterprise

  1. Up to 750,000 API requests received per day in Pipefy’s central infrastructure, limited to a maximum transaction per second (TPS) of 375 requests per second, such as an external .NET solution calling the Pipefy API or a Workato request calling the Pipefy API, both counted towards the daily quota;
  2. Up to 9 million (9,000,000) automation jobs, i.e., automation configuration executed in Pipefy’s infrastructure in a month;
  3. Up to 1024 GB of storage to save any attachments from electronic forms or cards.

This package does not include any quota for inbound or outbound traffic based on Integrations with Workato.


  • a) If the limit defined in the Pipefy Single Tenant Options, as described in the table above, is exceeded, it is suggested to upgrade to a higher Tenant plan to support the usage. Both parties shall mutually discuss and come to an agreement to determine the next steps.

b) The provider shall notify the Customer when such a limit occurs, along with the necessary usage details to support the suggestion. In any case, any additional costs resulting from such excessive usage shall be paid by the Customer.

2. Preparation Environment

  • a) All Single Tenant plans include an intermediate organization where API call volumes and automation job counts will be excluded from billing calculations.

b) Workato does not include a staging environment, and usage for testing cannot be excluded from billing calculations as there is no efficient way to separate it.

3. Resilience

  • a) The Pipefy architecture is highly available and leverages fault-tolerant architecture across up to 3 availability zones in a region.
  • b) Pipefy can be configured in any region of the Customer’s choice within the Pipefy Cloud subprocessor.
  • c) Backups are stored in the same region.
  • d) Full backups (“Code”) of the database are performed once every 24 hours.
  • e) Each backup is retained for up to 7 days in the same Customer’s choice within the Pipefy Cloud subprocessor region.
  • f) Code (full backup): Every 6 hours, retaining a maximum of 12 snapshots.
  • g) Logs: Retained for 5 years. These logs cannot be restored. The Customer can open a ticket with Pipefy, which can assist in providing audit log details of these backups.
  • h) Any changes on the web (such as field deletion) can be safely restored via support ticket for a period of up to 180 days.
  • i) Pipefy maintains backups utilizing Amazon Aurora across at least 3 AZs, which can help Pipefy revert to a previous state.

4. Business Continuity

  • a) By opting for higher resilience, disaster recovery can be invoked in the event of disruptions that exceed the threshold and impact business operations to rebuild services in an Customer’s choice within the Pipefy Cloud subprocessor DR region with backups stored outside the region for end-to-end service, including all subprocessors. The following RTO and RPO have been agreed upon for end-to-end service:

  • i. RTO: 2 hours
  • ii. RPO: 2 hours

  • b) During each calendar year, Pipefy will provide an annual DR testing report.

 

Update at: March 25th, 2024.