Terms and Conditions
Master Subscription Agreement (MSA)
This Agreement (this “Agreement”) is made by and between Pipefy, Inc., a Delaware corporation, with commercial address at San Francisco, CA, at 548 Market St, PMB 96462, USA, (“PIPEFY”) and You ("CUSTOMER").
- Please read this Agreement and its Annexes carefully!
- It will govern your access and license of use of PIPEFY Technology and the terms and use of services available on Pipefy’s online platform.
- By creating a virtual account on Pipefy’s online platform, accessing and/or using Pipefy’s Services, you also agree to this Agreement.
- If you do not agree to this Agreement and its Annexes, you may not create a virtual account on, access or use, the Services.
- If You are accepting this Agreement and its Annexes on your behalf or on behalf of a company or other legal entity, you represent and warrant that: (i) you are age of majority under the law; (ii) you have full legal authority to bind your employer or such entity to these Terms of Service; (iii) you have read and understand these Terms or Service; and (iii) you agree to these Terms of Service on your behalf or on behalf of the party that you represent.
Subscription e Use of Pipefy Services
1.1 Subscriptions. Unless otherwise provided in this Agreement or Order Form:
(a) the rights of use and access to the Purchased Services are acquired as subscriptions, as long as the Virtual Account is active, or for the time period determined in the Order Forms;
(b) new subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added; and
(c) any added subscriptions will be terminated on the same date as the underlying subscriptions.
1.2 Users and Purchase Features. Unless otherwise specified in your Virtual Account or Order Form, the use and access to the Purchased Services are subject to:
(a) the Purchase Features provided in your Virtual Account or in the Order Form;
(b) the quantity of Users provided in the Virtual Account or in a Order Form, authorized to use the Purchased Services, being expressly agreed that the use of the Services by any other User in excess of the contracted number will be additionally charged by PIPEFY.
1.2.1 User identification cannot be shared with any other person. If a User identification may be reassigned to a new individual replacing one who no longer uses the Services, the total number of Users recorded under this Agreement or Order Form must be maintained.
1.2.2 If the limit of Users or Purchase Features is exceeded by the CUSTOMER, PIPEFY is authorized to, regardless of previous approval:
(a) In the event of exceeding the number of Users provided in Virtual Account or Order Form, to carry out pro rata collection of the additional quantities of access to the Services applicable, in accordance with Section 3.2 (Values and Payment).
(b) In the event of exceeding the usage of any features from your current plan, within 24-hour prior notification, allocate you to a new plan that corresponds to your current use of the features. If You do not agree with the automatic actualization of your current plan, You must reduce your usage limits by contacting us within the next 24 hours through the support channels.
1.3 Add-Ons Use and Purchase. PIPEFY may develop Add-Ons and as they become available, they will be eligible for purchase in any package and may be contracted at any time. In this context, the CUSTOMER may choose to use the available Add-Ons, and declares that it may be charged in additional amounts if the acquisition of such Add-ons is supervenient to the signing of the Order Form or acquisition through the Online Platform, as applicable.
1.3.1 Notwithstanding the foregoing, PIPEFY may allow CUSTOMER to use Add-Ons on a test basis, without paying any additional fees, for up to thirty days (as per the “Beta Services” section), or as expressly agreed between the parties.
2.1. Availability of Purchased Services. Upon the acceptance of our terms in this Agreement or Order Form (prevailing whichever happens earlier), PIPEFY will:
- a) make the Purchased Services available to the CUSTOMER pursuant to this Agreement and the respective Order Form
- b) provide the CUSTOMER with standard support or if otherwise agreed with the support provided for in Annex III (Standard Service Level Agreement), in relation to the Purchased Solutions, at no additional cost;
- c) use commercially reasonable efforts to make the online Purchased Services available on-line 24 hours a day, 7 days a week, except for (i) planned downtime, and (ii) any unavailability caused by circumstances beyond reasonable control, including, for example, an act of God, Internet service provider failure or delay, internet connection or Non-Pipefy Applications.
2.1.1 Staff. PIPEFY will be responsible for the performance of its employees and contractors and their compliance with its obligations in accordance with this Agreement, except as otherwise specified herein.
2.2 Customer Responsibilities. On its side, CUSTOMER will:
- a) be responsible for compliance with this Agreement by the Users,
- b) be responsible for the accuracy, quality and legality of your Data and the means by which acquired the Data added into Pipefy’s technology,
- c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify PIPEFY promptly of any such unauthorized access or use,
- d) use the Services in accordance with this Agreement and applicable laws and government regulations, and
- e) comply with terms of service of Non- Pipefy Applications CUSTOMER uses in connection with the Services.
FEES AND PAYMENT
3.1 Fees. CUSTOMER will pay for all amounts specified in the Order Form and/or Virtual Account, relating to the subscription of the Purchased Solution and any Add-on as applicable.
- 3.1.1 The amounts charged are based on the quantity of Users, purchased features, and add-ons, according to the plan, term and negotiations reflected in the Order Form and / or Virtual Account, regardless of the actual use, prohibited the downgrade of the negotiated subscriptions during the provided term, under the penalty provided at section 3.3.
- 3.2.1 The amounts specified in the Order Form and / or Virtual Account will be paid in US dollars. Credit card, bank or exchange rates, taxes, duties, charges, contributions, launches, obligations or fees and / or government charges of any nature are not included in the charges.
3.2 Billing and Payment. Billing to the CUSTOMER will occur through Invoice, issued by PIPEFY, or third parties hired to process payments, in the amounts corresponding to the Purchased Solutions to be paid according to the payment method selected by the CUSTOMER in the Order Form or Virtual Account. 3.2.1 The billing and their respective amounts correspond to the information defined in the Order Form or Virtual Account, under the terms of this Agreement.
3.2.1 In order for the respective billing of subscriptions to be processed, CUSTOMER must provide valid and updated information to PIPEFY.
3.3 Late payment and Downgrades. In case of non-payment on the agreed due date, and/ or in case of downgrade of the conditions agreed for an initial purchase during the agreed term, without prejudice to the application of default interest of 1% per month and a fine of 2% on the amount of the overdue installment, as well as the adoption of the applicable legal and judicial measures, PIPEFY reserves the right to adopt the following administrative measures: a) Condition future subscription renewals to shorter payment terms than those specified on the website or in the Order Form (as applicable); b) Disregard the application of any business conditions granted at the time of the subscription; and/or c) Suspend access to the CUSTOMER's Purchased Solutions and Virtual Account may be considered disabled, until the amount in default is settled.
- 3.3.1 Before suspending access to the Purchased Solutions or deactivating the Virtual Account, PIPEFY will notify the CUSTOMER, at least 5 (five) days in advance, for those who opted for payment by credit card; and 10 (ten) days in advance for those who opted for other payment methods specified in the Order Form or Virtual Account, stating that their account is overdue.
- 3.3.2 Like this Agreement, as applicable, the Order Form signed by the CUSTOMER constitutes an enforceable title and may be enforced in Court. After 30 calendar days have passed after notification, it is expressly agreed that PIPEFY may use the service of outsourced companies to collect the overdue amount.
4.2 CUSTOMER data will be used as indicated in the documentation above, aiming the following:
- a) to provide the Services;
- b) to prevent or address problems of a technical nature,
- c) improve and upgrade the Services,
- d) compliance with the law in accordance with Section 5.2 (Compelled Disclosure) below, or
- e) as CUSTOMER expressly permits, including in cases whereby Data will be shared with Non-Pipefy Applications.
4.3 Retention and Deletion of Personal Data. CUSTOMER data will be stored in the PIPEFY’s database even if it has been deleted through the application or API, as long as the contract between the parties is valid. In cases of contractual termination, regardless of the cause, PIPEFY reserves the right to delete CUSTOMER's Personal Data in up to 180 (one hundred) and eighty days after the termination of the Agreement, or in accordance with CUSTOMER's instructions.
4.4 Treatment of Personal Data. PIPEFY and CUSTOMER undertake to treat information classified legally as personal data, due to the present relationship, in compliance with the applicable legislation, including but not limited to the brazilian Federal Law nº 13.709/2018 (Lei Geral de Proteção de Dados, the european data protection regulation (GDPR) and in compliance with the purpose established in this Agreement and according to the terms under Annex II.
5.1 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind in a manner to:
- a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and
- b) limit access to Confidential Information of the Disclosing Party to its employees and employees of its Affiliates and service providers, who are working in connection to the performance of this Agreement and who have signed a confidentiality agreement with the Receiving Party.
- 5.1.1 Neither party will disclose the terms of this Agreement, any Order Form to any third party or Technical Specifications (“Documentation”) other than its Affiliates, legal counsel and accountants without the other party’s prior written consent.
5.2 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, regulation or judicial or administrative order to do so, provided that the Receiving Party promptly notifies the Disclosing Party prior to make such disclosure (unless prohibited by law or disclosure order) in order to facilitate the efforts of the Disclosing Party to protect its Confidential Information. The Receiving Party shall provide reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If in the absence of a protection order or any other remedy, or the receipt of consent by the Disclosing Party, the Receiving Party is compelled by any court, regulatory entity, agency or similar entity to disclose the Disclosing Party’s Confidential Information the Receiving Party can disclose, without any responsibility herein foreseen, the portion of the Confidential Information legally bound to be disclosed and the Receiving Party will endeavor its best efforts to preserve the confidentiality of the remaining Confidential Information
PROPRIETARY RIGHTS AND LICENSES
6.1 Reservation of Rights. PIPEFY reserves all the rights, title, and interest relative to the Services, including all PIPEFY’s related intellectual property rights.
6.2 License to Use Pipefy Technology. PIPEFY grants to CUSTOMER a worldwide, non-exclusive license for a determined time, on rights relative to the Pipefy Technology, strictly to use the Purchased Services, subject to the terms of this Agreement, its Attachments and Order Form.
- 6.2.1 The Service is made available on a limited access basis, and no ownership right is conveyed to CUSTOMER. PIPEFY has and retains all rights, title and interest, including all intellectual property rights, related to the Services, including all modifications, updates, upgrades, extensions, components and all derivative works to the Service. All our rights not expressly granted under these Terms of Service are hereby retained to PIPEFY.
6.3 License by CUSTOMER to Host Data and Applications. CUSTOMER authorizes PIPEFY and its Affiliates a license of use, with a limited term for the duration of the contracted subscriptions, to host, copy, transmit and display CUSTOMER Data, including with program codes when created by or for CUSTOMER, as well as for Non-Pipefy Applications, when applicable, as necessary PIPEFY provide access to the Solutions in accordance with this Agreement.
6.3.1 PIPEFY and its Affiliates may use the Data collected for the purpose of gathering information and anonymous metrics to improve the Services and for other purposes of development, diagnosis and correction in connection with the Services, provided that it is anonymized, without direct link with the CUSTOMER.
6.4 License to Use Feedback. CUSTOMER grants PIPEFY and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by the CUSTOMER or Users relating to the operation of the Services.
6.5 Commercial References. PIPEFY may use the CUSTOMER’s name and logo on its website for the purpose of identifying the CUSTOMER as a user of the PIPEFY solution, but shall not refer to the CUSTOMER publicly in other promotional materials, press releases, events or case studies without the prior express consent of the CUSTOMER .
NON-PIPEFY APPLICATIONS AND INTEGRATIONS
7.1 Acquisition of Non-Pipefy Products and Services. Purchased Solutions may contain tools designed to interoperate with Non-Pipefy Applications. In order to use these tools, CUSTOMER may be required to gain access to the Non-Pipefy Application and may be asked to give PIPEFY access from their Non-Pipefy Application account(s) to ensure the smooth functioning of the integration. Any purchase by CUSTOMER of Non-Pipefy products, Solutions or services and any exchange of data between CUSTOMER and any Non-Pipefy Applications is the sole responsibility of CUSTOMER and PIPEFY will have no participation or interference in the relationship between CUSTOMER and the Non-Pipefy application in question.
- 7.1.1 PIPEFY does not warrant or provide support in relation to Non-Pipefy Applications, or other Non-Pipefy products or services, whether or not designated by CUSTOMER as "certified" or otherwise, unless otherwise expressly specified in the documentation that formalizes the acquisition of the Acquired Solutions.
WARRANTIES OF PURCHASED SOLUTIONS, FUTURE FEATURES AND BETA SOLUTIONS
8.1 Warranties. PIPEFY warrants that:
- a) this Agreement accurately describes the applicable administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of the CUSTOMER's Data;
- b) will not materially decrease the overall security of the Purchased Services during the subscription term;
- c) the Purchased Services will perform materially in compliance with the applicable law and this Agreement;
- d) will not materially decrease the functionality of the Purchased Services during the subscription term, and (e) the Purchased Services will not introduce Malicious Code into CUSTOMER’s systems.
8.2 Future Features. Except as otherwise set forth in this Agreement, the CUSTOMER understands and agrees that the service is provided “AS IS” and “AS AVAILABLE”, without express or implied warranty or condition of any kind. CUSTOMER agrees that its subscription and acquisition of the Purchased Solutions are not subject to any expectations related to:
- a) delivery of any future Features that are related to the Purchased Solutions, or
- b) to any public comment, oral or written, made by PIPEFY about possible functionality or characteristics to be developed.
8.3 Beta Services. From time to time, PIPEFY may invite CUSTOMER to try Beta Services at no charge. CUSTOMER may accept or decline any such trial in CUSTOMER’S sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. PIPEFY may discontinue Beta Services at any time in our sole discretion and may never make them generally available. PIPEFY will have no liability for any harm or damage arising out of or in connection with a Beta Service.
TERM AND RENEWAL
9.1 Term of Agreement. This Agreement shall commence on the date the CUSTOMER accepts the terms of this Agreement, or sends PIPEFY a copy of the signed Order Form, prevailing whichever happens earlier and will remain in force until all the subscriptions under this Agreement have expired or are terminated.
9.2 Subscription Term and renewal. The term of each subscription shall be as specified in the Virtual Account and/or in the Order Form, as applicable. Except as otherwise specified, the subscriptions will automatically renew for additional periods equal to the expiring subscription term or for one year (whichever is shorter), unless the CUSTOMER gives the other notice of non-renewal at least 15 days before the end of the relevant subscription term.
9.3. Pricing upon renewal. Without prejudice to any variations resulting from negotiations held between the Parties, the amount charged at the time of renewal will be the list price in effect at the time of renewal, as available at <https://www.pipefy.com/pricing/>, plus any Add-ons and additional Services if purchased by the CUSTOMER. PIPEFY is not bound by any discounts or bonuses granted during the term of the previous term.
9.3.1 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 Solutions. 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.
9.3.2 Pricing is accepted if the CUSTOMER continues to use the Purchased Solutions, 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).
9.4 Subscriptions Plans. The CUSTOMER authorizes PIPEFY to store its payment method(s) and automatically charge its payment method(s) until the Order Form has expired or is canceled, under the terms of this Agreement. The CUSTOMER may choose from the following Plan modalities:
- (i) monthly plan with monthly payment, in which the CUSTOMER will be charged, in equal and recurring monthly installments, the amount indicated in the Virtual Account or Order Form;
- (ii) annual plan with up-front payment, in which the CUSTOMER will be charged, in a single installment, the amount indicated in the Virtual Account or Purchase Order;
- (iii) annual plan with monthly payment, in which the CUSTOMER will be charged, in equal and recurring monthly installments, the amount indicated in the Virtual Account or Order Form;
- (iv) multi-year plan, in which the CUSTOMER will be charged, in a single installment, the amount indicated in the Virtual Account or Purchase Order.
9.4.1 The modalities listed in items (iii) and (iv) will be made available on demand, and the CUSTOMER must contact PIPEFY through the support channels to obtain more information.
TERMINATION AND REIMBURSEMENT
10.1 Termination by CUSTOMER. The CUSTOMER may terminate this Agreement, without cause, upon prior written notice of at least 15 (fifteen) days to PIPEFY, under the terms of section 14.8.
- 10.1.1 In case of termination without cause under the above terms, the CUSTOMER will not be entitled to reimbursement of any prepaid fees and will remain obliged to comply with the outstanding payment obligations, under the terms provided in the Virtual Account or in the Order Form.
10.2 Termination by both Parties. Either Party may terminate this Agreement, by operation of law, without prior notice, in the following cases:
- (i) if a material breach of this Agreement is not remedied, within the period granted to remedy it, when subject to remediation;
- (ii) if one of the Parties becomes the subject of bankruptcy proceedings or any other proceeding relating to insolvency, receivership, liquidation; and
- (iii) in case of criminal conviction by a competent court.
- (iv) in case of reasonable suspicion or real violation of clause 14.2 and its sub-clauses, which may cause commercial, financial or image damages to the other Party
- 10.2.1 In case of termination by CUSTOMER in accordance with item 10.2 above, PIPEFY will refund any prepaid fees, referring to the period between the effective termination and the Order Forms.
- 10.2.2 If the termination is given by PIPEFY, pursuant to item 10.2 above, the CUSTOMER will not be entitled to a refund, and will still be responsible for the payment of any fees for the remainder of the term of all Order Forms.
- 10.2.3 In the case of item 10.2, (i), PIPEFY shall, without prejudice to other measures that may be taken, choose to suspend the use of the Services or disable any Virtual Account or User access, and may also remove any content that it considers inappropriate or infringes the rights of third parties.
- 10.2.3.1 In this case, PIPEFY will notify CUSTOMER prior to such suspension or deactivation in accordance with item 14.8 (Notice), unless it is prohibited to notify under applicable law or due to legal process, such as orders, warrants or any similar action brought by a court or governmental administrative agency.
10.3 In no event of termination provided herein will CUSTOMER be relieved of the obligation to pay any fees to PIPEFY related to the period prior to the effective date of termination.
11.1 Responsibility for the use of the Solutions. CUSTOMER assumes full responsibility for defining access levels for your employees who will appear as Users of the Purchased Solutions, whether they are employees, agents or any third parties whose access to the Purchased Solutions is provided by CUSTOMER. PIPEFY joint or sole liability won't be argued for any losses and damages (personal, material and/or moral) that may be suffered by third parties, due to the breach of CUSTOMER responsibilities in the faithful use of the Solutions or for any illegalities committed by the Users in the use of the Purchased Solutions.
- 11.1.1 PIPEFY shall not be held liable for damages caused by the CUSTOMER to third parties due to failure to comply with any obligations provided for in this Agreement, in particular those provided in this clause 11.2 and in clause 1.4 (Usage Compliance), as well Annex II.
11.2 Limitation of Liability. The Parties agree that the liability for direct damages, damages arising out or related to this Agreement may not exceed the amount paid by the CUSTOMER in the last 12 (twelve) months prior to the harmful event, except in cases of proven serious neglect or intentional misconduct.
- 12.1.1 The above limitations will apply whether an action is in Contract or tort and regardless of the theory of liability. However, the above limitations do not apply to obligations of:
- (i) CUSTOMER’S payment under Section 3 e/ou
- (ii) to any violation or misappropriation by CUSTOMER or User to any of PIPEFY’S Intellectual Property Rights.
- (iii) any violation of obligations set forth in Section 4 or in Annex II (Data Protection) by either party.
11.3 Exclusion of Consequential and Related Damages. In no event shall either Party have any liability to the Other Party for any indirect, special, incidental, collateral, consequential, punitive or coverage damages, including, but not limited to loss of profits or revenue arising from non compliance with obligations under this Agreement or torts regardless of the theory of liability, even if one of the Parties has advised the other of the possibility of such damages.
11.4 Allocation of risk. The provisions of this Agreement fairly allocate the risks between PIPEFY and the CUSTOMER. The CUSTOMER acknowledges and agrees that the pricing of Solutions reflects this allocation of risk and the limitation of liability specified herein, and that PIPEFY would not enter into this Agreement without such allocation and limitation.
12.1. Indemnification by PIPEFY. Under section 11 (Responsibilities) of this Agreement, PIPEFY agrees to defend the CUSTOMER for all third-party claims arising from an allegation that the use of the CUSTOMER Purchased Solutions infringes the intellectual property rights of a third-party. In this case, as and if carried out as permitted in this Agreement, PIPEFY will indemnify the CUSTOMER for damages, reasonable attorneys' fees and duly substantiated costs incurred by CUSTOMER as a result of a claim filed by a third-party against CUSTOMER.
12.2 Indemnification by PIPEFY. Under section 11 (Responsibilities) of this Agreement, PIPEFY agrees to defend the CUSTOMER for all third-party claims arising from an allegation that the use of the CUSTOMER Purchased Solutions infringes the intellectual property rights of a third-party. In this case, as and if carried out as permitted in this Agreement, PIPEFY will indemnify the CUSTOMER for damages, reasonable attorneys' fees and duly substantiated costs incurred by CUSTOMER as a result of a claim filed by a third-party against CUSTOMER.
12.3 Requirements for Indemnification. In order to validate the indemnification obligations hereunder, the Party seeking indemnification must: (1) promptly tender a claim for indemnification, (2) allow the indemnifying party sole control of the defense or settlement of the underlying claim, and (3) reasonably assist with any defense or settlement of the underlying claim at the indemnifying party’s request and expense.
Purchases through Partners
13.1 The CUSTOMER may choose to make any purchases directly through PIPEFY or through an authorized partner or reseller of PIPEFY. The CUSTOMER may notify the certified partner and PIPEFY of its interest in renegotiating the implementation directly by PIPEFY at any time.
13.2 If the CUSTOMER makes any purchases through a PIPEFY reseller ("Reseller"):
- a) The CUSTOMER shall pay the applicable amounts to the Reseller, as agreed between you and the Reseller. PIPEFY may suspend or terminate your rights to use the Purchased Solutions if PIPEFY does not receive the corresponding payment from the Reseller;
- b) Your Purchase order details (e.g., the Solutions you are entitled to use, the number of End Users, the Subscription Term, etc.) will be as stated in the Purchase Order placed with us by the Reseller on your behalf, and the Reseller is responsible for the accuracy of any such Purchase Order as communicated to PIPEFY;
- c) If the CUSTOMER is entitled to a refund, under the terms of this Agreement, then unless we otherwise specify, PIPEFY shall refund any applicable fees to the Reseller and the Reseller shall be solely responsible for refunding the appropriate amounts to the CUSTOMER;
- d) Resellers are not authorized to modify this Agreement or make any promises or commitments on PIPEFY’S behalf, and PIPEFY is not bound by any obligations to the CUSTOMER other than as set forth in this Agreement.
14.1 Surviving Provisions. The Sections titled “Fees and Payment” “Proprietary Rights and Licenses,” “Confidentiality”and “Liability” will survive any termination or expiration of this Agreement.
14.2 Compliance. Both Parties expressly declare to have full knowledge and commit to faithful observance of the legal provisions related to the prevention and fight against corruption, activities related to the crimes of money laundering or concealment of assets and any other acts that are linked to actions of personal favor, practice of acts that promote discrimination or violation of rights established by legal provisions related.
- 14.2.1 Compliance Report Channel. If the CUSTOMER becomes aware of irregularities or illegalities involving PIPEFY, must immediately report them through the Ethics & Compliance Channel, using the link https://ethicschannel.pipefy.com/, so that PIPEFY can evaluate, investigate and apply the necessary measures.
- 14.2.2 Social and Environmental Liability. Both parties undertake to adopt appropriate measures to prevent, combat and reduce significant environmental impacts, which the activities carried out under this Term may produce. Liability for damages caused to the environment, resulting from any violation by one of the Parties (Infringing Party) to federal, state and/or municipal environmental legislation, will fall directly and fully on the Infringing Party, even if these damages result from a fortuitous event or force majeure.
- 14.2.3 Human Rights. Both Parties respect Human Rights and provide an inclusive work environment, without any kind of discrimination based on gender, race or religion, taking into account the safety and health conditions required by law. Both Parties commit not to exploit, by themselves or by contracting third parties, any form of child labor, forced labor or slave-like labor.
- 14.2.4 Compliance Procedures and Fight against corruption. The Parties mutually recognize that they are subject to Brazilian law and international agreements on the prevention of corruption and money laundering. In addition, the parties agree that if there is a suspicion of any illegal practice or in non-compliance with this Agreement, the innocent Party, at its sole discretion, shall have the right to unilaterally terminate the contractual relationship under the terms of the termination clause of this Agreement, regardless of justification.
14.3 Entire Agreement. This Agreement, its Annexes and its Order Form constitute the entire agreement between CUSTOMER and PIPEFY and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties may modify this Agreement by means of a written instrument signed by both parties, reserved to Us the right to modify this Agreement under the terms of clause 14.8, when updating it and publishing it on Our website.
14.4 Interpretation and Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
14.5 Conflict resolution. The Parties agree to seek out-of-court settlement of any dispute originating from this Agreement, including regarding its interpretation or execution, and the Party that feels prejudiced will notify the counterparty of the conflict, under the terms informed by clause 14.8 ("Notices"), requesting the fulfillment of the obligation not fulfilled or fulfilled in an irregular or incomplete manner. If such conflict is not resolved within 30 (thirty) days, counted from the date of receipt of the notification, the Party evidently harmed may only then resort to the courts by notifying the counterparty about this decision.
14.6 Choice of Law and Jurisdiction. This Agreement shall be governed by and enforced in accordance with the Laws of the State of California, United States of America, without regard to choice or conflicts of law rules, and with the Arbitrage procedure as below. To the extent Arbitrage is not enforceable under the applicable law of the Customer's region, each party agrees to submit to the exclusive jurisdiction of the Courts sitting in San Francisco, California, for the purpose of enforcing any claim arising under this agreement. Notwithstanding this, Pipefy may bring proceedings in any other court having jurisdiction where Customer is resident or does business from time to time in order to protect Pipefy’s Software's Intellectual Property Rights.
14.7 Dispute Resolution. All disputes arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration before a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect and the further procedures set forth herein. For information on the AAA and its rules, see www.adr.org. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 2 et seq., and the laws of the State of California without reference to principles of conflicts of laws.
- 14.7.1 Arbitration Procedure. The arbitration shall be conducted in the State of California, city of San Francisco. In the event that the AAA is unavailable or unwilling to administer the arbitration, and the parties are unable to agree to a substitute, a substitute shall be appointed by the arbitration court. The Arbitrator shall have the authority to issue any and all remedies authorized by law. Each Party shall bear its own expenses and an equal share of the expenses of the mediator or arbitrator and the fees of the AAA. The Parties, their representatives, other participants and the arbitrator shall hold the existence, content and result of the dispute resolution process in confidence. All defenses based on passage of time shall be tolled pending the termination of arbitration. Nothing in this paragraph will be construed to preclude either Party from seeking injunctive relief in order to protect its rights pending an outcome in arbitration. A request by a party to a court for such injunctive relief shall not be deemed a waiver of the obligation to arbitrate.
Notwithstanding any rules of the AAA to the contrary, any claims shall be adjudicated on an individual basis only, and YOU HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). YOU ALSO WAIVE ANY RIGHT TO BRING ANY CLAIM AS A REPRESENTATIVE OF A PROPOSED CLASS, ON AN AGGREGATED OR MASS BASIS, OR AS A PRIVATE ATTORNEY GENERAL, OR TO CONSOLIDATE ARBITRATION PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES THERETO.
14.8 Notices. PIPEFY may notify CUSTOMER of general information about the use of the Services through the email registered by the CUSTOMER in the Virtual Account. It is the CUSTOMER's responsibility to keep his/her contact details updated in the Virtual Account. Unless otherwise provided for in this Agreement, all notices, permissions and approvals in this Agreement must be in writing and will be deemed to have been delivered on the first business day after sending an email to the email address registered by the CUSTOMER as an administrator of the Virtual Account, or in the case of PIPEFY, to the email address [email protected].
- 14.8.1 Billing related notices shall be addressed to the relevant billing contact designated by CUSTOMER.
14.9 Assignment. Except for the provision made on clause 3.3.2, neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent; provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
14.10 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
14.11 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
14.12 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
14.14 Signatures. The parties state and agree that this instrument can be signed electronically, by means of a digital certificate proven to be suitable, and/or virtual acceptance. Therefore, they recognize that the contracting will also constitute an extrajudicial enforcement order for all legal purposes.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers or agents.
“Implementation” is one of the services available for acquisition by the CLIENT, for additional support in the configuration and use of the Solutions, according to specific conditions available for access at <https://www.pipefy.com/terms-and-conditions-professional-services/>.
“Customer” is the natural or legal person who creates a free or paying user account, on PIPEFY’s online platform for the use of the Solutions, at which point it becomes bound to use it in accordance with the Agreement.
“User” means an individual who is authorized by CUSTOMER to use the Solutions, to whom CUSTOMER (or PIPEFY at CUSTOMER’s request) has provided a user identification and password. “Users” may comprise, for example, the employees, consultants, service providers and agents and third parties with whom CUSTOMER conducts business.
“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Non-Pipefy Applications” means a Web-based or other hosted software application, or offline software application, that is not Pipefy Technology.
“Add-Ons” means add-ons, features or additional features related to the Service (“Add-Ons”), which PIPEFY may offer to the CUSTOMER for additional fees, as described on the Site, at which point they will become part of the “Purchased Solutions”
“API” is a set of programming routines and patterns for accessing a software application or web-based platform. The acronym API refers to the term “Application Programming Interface”.
“Beta Services” means PIPEFY’s services that are not generally available to CUSTOMER.
“Confidential Information” means all 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. Your Confidential Information includes CUSTOMER’S Data; Confidential Information includes the Services and Confidential Information of each party includes the terms and conditions of this Agreement, the Virtual Account and all the Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
Confidential Information does 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.
“Documentation” means PIPEFY’S online user guides, documentation, and help and training materials, as updated from time to time.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Agreement” means this Master Subscription Agreement and its annexes.
“Features” means the functions of the PIPEFY technology software, which determine what the system can do.
“Invoice” means the document issued by PIPEFY, which may be in electronic form, through which the Services are charged to the CUSTOMER
“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between CUSTOMER and PIPEFY or any of PIPEFY’S Affiliates, including any addenda and supplements thereto. It is the proper document to specify information regarding the number of licenses acquired, the pricing obligation, hired plan, discounts if applicable). By entering into an Order Form hereunder, CUSTOMER or CUSTOMER’S Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Online Platform” means the virtual environment made available at the website app.pipefy.com through which the User, after creating the Virtual Account, can acquire the Solutions and later access the Purchased Solutions.
“Intellectual Property” means all the trade secrets, patents and patent applications, trademarks (either registered or not registered and including any goodwill acquired in these trademarks), service trademarks, commercial names, copyrights, moral rights, rights on inventions and all the other intellectual property rights and property rights (either registered or not registered, any prior application and all the rights to enforce the precedent one), and all the other equivalent rights which can exist in any part of the world.
“CUSTOMER’S Data” means electronic data and information submitted by or for the CUSTOMER to the Purchased Services or collected and processed by or for the CUSTOMER’S use of the Purchased Services, excluding Content and Non-Pipefy Applications.
“Solutions” means license to use the functionalities that constitute Pipefy’s software and Technology, made available within the sphere of the Online Platform in consideration to the contracting of subscription of the “Purchased Services”. This concept contemplates both the Services offered as free of charge tests and the ones paid, including off-line associated components we might make available, as described in the Documentation. The “Services” do not include Non-Pipefy Applications.
“Purchased Services” means the Services offered by PIPEFY to the CUSTOMER or its Affiliates pursuant to this Agreement, including by means of a Order Form or other means creating a binding obligation. The solutions offered by PIPEFY and offered to the CUSTOMER as native solutions used by PIPEFY to optimize the experience in the use of the “Solutions”, will be PIPEFY’S responsibility, as an integral part of the “Acquired Solutions”.
“Pipefy Technology” means the technology and Intellectual Property licensed by PIPEFY, strictly to enable Users’ access to the Purchased Services, including computer programs (software), websites, networks and equipment.
“Virtual Account” means the account created by the CUSTOMER for use of the Online Platform and access to the functionalities of the Purchased Services offered in this environment.
“Non-Pipefy Solutions” means a Web-based or other hosted software application, or offline software application, that is provided by PIPEFY or a third party and interoperates with a Service and is not Pipefy Technology.
DATA PROTECTION ADDENDUM
The purpose of this DPA (Annex II) is to define the conditions in which Pipefy, Inc (also referred in this Annex II as “the Processor”) undertakes to carry out, on Customer’s behalf also being referred in this Annex II as “the Controller”), 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”).
2. Description of the processing
The Processor is authorized to process, on behalf of the Controller, the necessary personal data to provide the following service(s): business process management. The nature of operations to be carried out on the data is Service Providing. The purpose(s) of the processing is to deliver the Solutions to our CUSTOMER. The personal data processed are CUSTOMER’S name, e-mail, telephone, payment information and possibly other data voluntarily submitted by CUSTOMER. The categories of data subjects are CUSTOMER data. The duration of the processing is for the term of the Master Agreement.
3. Processor’s obligations with respect to the Controller
3.1 General obligations of the Processor
The Processor shall undertake to:
process the data solely for the purpose[s] subject to the Master Agreement;
process the data in accordance with the documented instructions from the Controller attached hereto. Where the processor considers that an instruction infringes the General Data Protection Regulation or of any other legal provision of the Union or of Member States bearing on data protection, it shall immediately inform the Controller thereof. Moreover, where the Processor is obliged to transfer personal data to a third country or an international organization, under Union law or Member State law to which the Processor is subject, the Processor shall inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
guarantee the confidentiality of personal data processed hereunder;
ensure that the persons authorized to process the personal data hereunder:
○ have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality
○ statutory obligation of confidentiality,
○ receive the appropriate personal data protection training
take into consideration, in terms of its tools, products, applications or services, the principles of data protection by design and by default.
The Processor shall inform the Controller in advance of any intended changes concerning the addition or replacement of other Processors. With the written authorization of the Controller, the Processor may engage another Processor (hereinafter “the Sub-Processor”) to conduct specific processing activities. The Processor must clearly indicate to the Controller which processing activities are being subcontracted out, the name and contact details of the Sub-Processor and the dates governed by the subcontract. The Controller has a minimum timeframe of two weeks from the date on which it receives said information to object thereto. Such sub-processing is only possible where the Controller has not objected thereto within the agreed timeframe.
The Sub-Processor is obliged to comply with the obligations hereunder on behalf of and on instructions from the Controller. It is the initial Processor’s responsibility to ensure that the Sub-Processor provides the same sufficient guarantees to implement appropriate technical and organizational measures in such a manner that processing meets the requirements of the General Data Protection Regulation. Where the Sub-Processor fails to fulfil its data protection obligations, the initial Processor remains fully liable with regard to the Controller for the Sub-Processor’s performance of its obligations.
3.3 Data subjects’ right to information
It is the Controller’s responsibility to inform the data subjects concerned by the processing operations at the time data is being collected.
3.4 Exercise of data subjects’ rights
The Processor shall assist the Controller, insofar as this is possible, for the fulfilment of its obligation to respond to requests for exercising the data subject’s rights: right of access, to rectification, erasure and to object, right to restriction of processing, right to data portability, right not to be subject to an automated individual decision (including profiling).
Where the data subjects submit requests to the Processor to exercise their rights, the Processor must forward these requests as soon as they are received by secure form to https://app.pipefy.com/public/form/ONITydQF
3.5 Notification of personal data breaches
The Processor shall notify the Controller of any personal data breach immediately, and in any event no later than 24 hours after having become aware of it and via the following means: email. Said notification shall be sent along with any necessary documentation to enable the Controller, where necessary, to notify this breach to the competent supervisory authority.
Once the Controller has agreed, the Processor shall notify the competent supervisory authority, in the name and on behalf of the Controller, of the personal data breaches immediately and in any event no later than 72 hours after having become aware of them, unless the breach in question is unlikely to result in a risk to the rights and freedoms of natural persons.
The notification shall at least:
describe the nature of the personal data breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
communicate the name and contact details of the data protection officer or other contact point where more information can be obtained;
describe the likely consequences of the personal data breach;
describe the measures taken or proposed to be taken by the Controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.
Where, and in so far as, it is not possible to provide the information at the same time, the information may be provided in phases without undue further delay.
Once the Controller has agreed, the Processor shall communicate, in the name and on behalf of the Controller, the personal data breach to the data subject without undue delay where said breach is likely to result in a high risk to the rights and freedoms of natural persons.
The communication to the data subject shall describe in clear and plain language the nature of the personal data breach and at least:
describe the nature of the personal data breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
communicate the name and contact details of the data protection officer or other contact point where more information can be obtained;
describe the likely consequences of the personal data breach;
describe the measures taken or proposed to be taken by the Controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.
3.6 Processor’s assistance to the Controller regarding compliance with its obligations
The Processor assists the Controller in carrying out data protection impact assessments. The Processor assists the Controller with regard to prior consultation of the supervisory authority.
3.7 Security measures
The Processor undertakes to implement the following security measures:
the pseudonymization and/or encryption of personal data
the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
3.8 Data exit
At the end of the service bearing on the processing of such data, within 6 months the Processor undertakes to:
destroy all personal data together with said return, all existing copies in the Processor’s information systems must be destroyed. Once destroyed, the Processor must demonstrate, in writing, that this destruction has taken place.
3.9 The Data Protection Officer
The Processor communicates to the Controller the name and contact details of its data protection officer, if it has designated one in accordance with Article 37 of the General Data Protection Regulation (GDPR).
3.10 Record of categories of processing activities
The Processor states that it maintains a written record of all categories of processing activities carried out on behalf of the Controller containing all the information required by the General Data Protection Regulation.
The Processor provides the Controller with the necessary documentation for demonstrating compliance with all of its obligations and for allowing the Controller or any other auditor it has authorized to conduct audits, including inspections, and for contributing to such audits.
4. Controller’s obligations with respect to the Processor
The Controller undertakes to:
provide the Processor with the data mentioned in 2 hereof;
document, in writing, any instruction bearing on the processing of data by the Processor;
ensure, before and throughout the processing, compliance with the obligations set out in the General Data Protection Regulation on the Processor’s part;
supervise the processing, including by conducting audits and inspections with the Processor.
5. Transfer of personal data
Pipefy Support SLA (Service level agreement)
Support Plans: We offer the following plans and these coverages:
• Free: Basic support during business hours* with Pipefy’s Sales Representative.
• Business: Support during business hours* by chat, logged in Pipefy, within business SLA (Service Level Agreements) times.
• Enterprise: Support during business hours* by chat, logged in Pipefy, within Enterprise SLA (Service Level Agreements) times.
• Unlimited: Support during business hours* by chat, logged in Pipefy, within Unlimited SLA (Service Level Agreements) times.
¹ Levels: Full descriptions of severity levels are written below:
• Service Outage: Total or partial platform outage. Important services/components are not functioning, affecting the Pipefy production environment of multiple clients.
• 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.
• Medium: Low impact on a small number of users in a production environment.
• Low: Users questions, enhancement feedback, and specific requests (reports, restore deleted fields, cards or pipes, resend invites, and password recovery).
² First Response Time:
First Response Time is 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.
³ Resolution time: Full descriptions of our resolution time are written below:
• 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.
• 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.
• 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.
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 timezones. 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 StatusPage (https://status.pipefy.com/).
Our business hours converted into other timezones:
• UTC 0 – 11AM to 11PM
• UTC -3 (Brasilia Time) 8AM to 8PM
• UTC -5 (Eastern Standard Time) 6AM to 6PM
• UTC -8 (Pacific Standard Time) 3AM to 3PM
• UTC +10 (Australian Eastern Standard Time) 09PM to 09AM
The support teams are divided into 3 levels: L1, L2, and L3. The L1 team is responsible for first response, questions, usage issues, and triage; the L2 team is technical support and monitoring; and the L3 team consists of the SRE (Site Reliability Engineering) team that does the sustainment of the site.
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 have email contact at [email protected] during business hours, but this channel does not guarantee first response times. We also offer and encourage the use of our Community Center https://community.pipefy.com and useful resources available through our webpage.
• Delivery of 1 (one) executive report, in the last quarter of the current fiscal year, upon demand, concerning information security and data privacy (“report”), made available free of charge. The report may be requested by the customer at least 45 days in advance by the [email protected] and [email protected] addresses.
• API assistance for plans superior of business
• Identifying and troubleshooting problems in Pipefy’s system
• Root cause analysis (available 2 business days after the service interruption is resolved)
• Investigation of usage or system problems
• Help with questions about the tool
• Identifying and reporting bugs
• Support on Service Outage and instabilities (Service Outage and instabilities will be notified on https://status.pipefy.com/)
Support does not include
• The preparation of more than one annual information security or data privacy report, or at periods other than those defined in the previous section, which may require analysis of the possibility and costs of a specific budget.
• 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.
• Our support will not answer development questions or user code debug. The support provides help with the Pipefy API and some examples only.
• Bug fixing (coding)
• Our support will not give support to third-party plugins or third-party applications and integrations.
• Our support will not provide support in languages other than English, Spanish, and Portuguese.
• Our support will not communicate through other tools like LinkedIn, WhatsApp, or any other social media.
• Support does not do process modeling or provide process modeling consulting.
• 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.
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.
Update at: April 19th, 2023.