Partner Authorization Agreement
PIPEFY PARTNERSHIP PROGRAM AGREEMENT
This Agreement sets out the rules and policies that govern participation in the Pipefy Partner
Program ("Program"). By enrolling in, browsing, or participating in any Program activity; or
clicking "I Agree" (or a similar box or button), agree to be bound by the applicable sections of
this Agreement
The Contract is between Partner (as defined below in Section A.1.) and the Pipefy Inc., a Delaware Corporation company, hereinafter referred to simply as (“Pipefy”). Each Partner and Pipefy are a "Party" and together the "Parties". The current version of the Agreement can be revised any time at https://www.pipefy.com/partners/full-partner-agreement/. Pipefy reserves the right to update and amend the Agreement by posting updates and amendments at the mentioned URL. If a material change is made, we will provide reasonable notice via email notification. Partners are encouraged to check the Agreement periodically for any updates or changes that may affect you. Any reference to the Agreement includes all terms and documents incorporated by reference.
This Agreement addresses different types of Partner activities. Part A applies to all Partners, together with a Commercial Policy Current And Program Materials, which will be available for access in the Partner Portal . Part B applies to Agent Partners. Part C applies to Reseller Partners. If Partner does not participate in the partnership activities described in Parts B and C, those Parts of the Agreement do not apply to You.
You must read, agree and accept all terms and conditions contained in this Agreement, including Pipefy's Privacy Policy :https://www.pipefy.com/privacy-policy/ before becoming a Partner.For clarity, Pipefy's Privacy Policy is referred to in this Agreement and is incorporated herein for Partner's reference. Some types of Pipefy Partner Program activities may require you to agree to additional terms ("Additional Terms"). Such Additional Terms are incorporated into this Agreement by reference. In the event of conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will be the governing document to any conflict, disagreement or inconsistency arise.
PART A - CONDITIONS APPLICABLE TO ALL PARTNERS
- DEFINITIONS:
1.1. Unless defined elsewhere in the Agreement, capitalized terms set forth in the Agreement are defined as follows:
- i) "Partner" or "You" means a company that has agreed to the terms of this Agreement and
participates in the Pipefy Partner Program.
- ii) Partner Marketing Activities: These are the marketing activities carried out by the Partner to
promote the Software and attract End Users.
iii) Pipefy Related Entity: A company affiliated or related to Pipefy.
- iv) Program Materials: Includes training, brand usage guidelines, commercial policy and any
applicable additional terms.
- v) Direct Billing: Billing carried out by Pipefy, where the client pays Pipefy directly in US dollars.
- vi)Indirect Billing: Customer pays the Partner directly and not Pipefy. The Partner purchases the Software directly from Pipefy at a discount from the standard price list (<link to price list>) and is permitted to resell it to End Users.
vii) Program: Refers to the Pipefy Partner Program, object of this Agreement.
viii) Pipefy Services: Encompasses the products, services and license offered by Pipefy , as
specified in the Agreement.
- ix) Tier: Indicates the Partner's level within the Program.
- x) End Users: Refers to end customers using the Pipefy Software.
2. PROGRAM MATERIALS AND REQUIREMENTS
2.1. In order to ensure adequate technical and marketing support to End Users, quality
standards of implementation, where applicable, and proper access to Pipefy's Services, Partner
must meet authorization requirements as described in the Program Materials, available to the
Partner if Pipefy accepts its enrollment in the Program.
2.2. Partner enrollment in the Partner Program requires:
i) Submission of the Registration Form (available at https://www.pipefy.com/partners/) completed
by the Partner, who must provide all the information indicated as necessary. Pipefy may reject
an application for the Program for any reason, at its sole discretion. Partner acknowledges that
Pipefy will use the email address provided by Partner upon registration as the primary method
of communication.
ii) The acceptance and agreement to this Agreement and Privacy Policy Pipefy;iii) Confirmation by Pipefy of your approval to participate in the Program, carried out by sending
an email to the Partner.
iv) Sufficient technical knowledge of Pipefy's Products and Services and commitment to carrying
out the mandatory training provided by Pipefy, which is an essential factor in order to enter and
continue in the Program.
2.3. Tiers. The Partner needs to meet the necessary qualifications and maintain their
participation in the Pipefy Partner Program, as established reading the Program Materials.
When applying for the program, the Partner must ensure that it meets the participation
requirements written in these materials. Upon acceptance of the application by Pipefy, the
Partner will be assigned, via an email sent from Pipefy to the Partner, to a specific Tier and must
continue to meet the requirements of its Tier. The email with information on the type of
partnership and the Partner's Tier will be incorporated into this Agreement, being valid for all
purposes.
2.3.1. If Pipefy determines that the Partner no longer meets the requirements of the Tier they
are enrolled in, Pipefy may, at its discretion, move the Partner to an appropriate Tier. This
change will be effective immediately upon email notification from Pipefy to the Partner. Partner
agrees to promptly inform Pipefy via email if it no longer meets the requirements of the Tier in
which it is enrolled.
2.4. Program Materials, including benefits and qualifications policy, may be changed at any time
by Pipefy in its sole discretion. However, the Partner will be notified in advance, by email, of any
changes that affect its rights. Materials provide detailed information about Program benefits,
eligibility requirements, and End User and/or reseller referral process.
2.5. Partner acknowledges and agrees that Pipefy may amend this Agreement at any time by
posting the amended and restated Agreement on Pipefy's website, available at
https://www.pipefy.com/partners/full-partner-agreement/ such amendments to the Agreement
are effective from the date of posting. If a material change is made, Pipefy will provide
reasonable notice via email. Partner's continued participation in the Program following the
posting of the amended Agreement on the Pipefy website constitutes Partner's tacit agreement
and acceptance of the amended Agreement. If Partner does not agree to any amendment to the
Agreement, Partner must terminate the Agreement by discontinuing its participation in the
Program.
3. PARTNER RESPONSIBILITIES
I. MARKETING ACTIVITIES
3.1. The Partner is encouraged to promote and advertise Pipefy's Products in different media,
such as trade fairs, catalogs, direct mail, advertising spaces, educational meetings, sales
conventions, among others. Partner shall be responsible for all costs and expenses relating to
marketing or promotion undertaken (collectively,
"Partner Marketing Activities") in any area,
location, territory or jurisdiction, unless otherwise determined by Pipefy in its sole discretion .
3.2. Partner must pre-approve all original materials using Pipefy's name or trademarks (except
models and materials provided by Pipefy).
3.3. The Partner should only send emails for Pipefy's disclosure if it has obtained express
acceptance from the individuals regarding the receipt of emails from the Partner. In addition,
when conducting marketing activities, Partner must comply with all applicable laws, rules,
regulations and guidelines, including those relating to email marketing and Spam.
3.4. Partner further agrees that (i) it will not send Pipefy-related emails to individuals or entities
that have not requested such information; (ii) always include the Partner's contact information
and "unsubscribe" options in all Pipefy-related emails; and (iii) you will not make it appear that
these emails are being sent by Pipefy.
3.5. Partner is prohibited from engaging in aggressive advertising practices such as malware or
spyware, and you must not make false or derogatory statements about Pipefy. Prior to the
termination of this Agreement and for a period of 12 months thereafter, Partner shall not direct
communications to End Users for the purpose of persuading them to terminate or reduce their
business with Pipefy. Partner must also not mimic the look of Pipefy's websites or engage in
practices that could negatively affect Pipefy's reputation, including promoting low-quality
content, sexually explicit materials, violence, discrimination or infringement of third-party
intellectual property. Partner must comply with all applicable laws and obtain prior consent
before sending Pipefy-related emails to any individual or entity.
II. COMPLIANCE WITH LAWS AND PIPEFY MANUAL OF CONDUCT
3.6. Partner must comply with all laws applicable to its business, including personal data
protection law, trademark laws, copyright, anti-corruption laws, export control laws and any other
relevant laws, rules and regulations. In addition, the Partner must operate and offer its products
or services in accordance with the highest industry standards and have all necessary licenses to
operate.
3.7. Partner warrants that none of its partners, subsidiaries, directors or officers are owned or
controlled by individuals or entities that are subject to sanctions administered or enforced by the
U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security
Council Nations, the European Union or Her Majesty's Treasury. Furthermore, none of them are
located, organized or resident in a country or territory subject to comprehensive territorial
sanctions.
3.8. The parties declare to comply with their contractual obligations respecting human rights,
promoting an inclusive and non-discriminatory work environment, complying with safety and
health standards, as well as not using child, forced or slavery-like labor, and the violation of
these conditions may lead to unilateral termination of the contract and liability for damages.
3.9. The parties agree to fulfill the obligations established in this Agreement in an ethical
manner, committing to follow the best practices of governance and integrity in the conduct of
business. Likewise, the Partner undertakes to follow the guidelines of the Conduct Manual for
Customers, Suppliers and Business Partners available for access at
https://www.pipefy.com/compliance/.
III. OTHER PARTNER CONDITIONS
3.10. If You apply for the Program on behalf of Your employer, Your employer will be deemed
the Partner for purposes of this Agreement, and You represent and warrant that You have the
authority to bind Your employer to this Agreement. Each Partner is responsible for: (a) ensuring
that its employees, agents, and subcontractors comply with this Agreement, and (b) any breach
of this Agreement by Partner's employees, agents, or subcontractors.
3.11. You acknowledge and agree that you will be responsible for the performance of all of your
obligations under the Agreement, regardless of whether you sublicense or subcontract such
obligations to any third party, including, without limitation, affiliates or subsidiaries of Partner.
3.12. You acknowledge and agree that your participation in the Program, including information
transmitted or stored by Pipefy, is governed by Pipefy's Privacy Policy. You are responsible for
maintaining the security of personal data and any passwords for accessing materials or training.
3.13. You must designate a responsible person as the primary point of contact for
communications related to this Agreement, who must promptly respond to reasonable requests
for information from Pipefy. They must also take the necessary measures, such as signing and
delivering the documents requested by Pipefy. In addition, and without limiting the foregoing, if
Pipefy contacts you and requests confirmations or responses, you must promptly respond to
Pipefy.
3.14. You will promptly inform Pipefy of any information that comes to your knowledge that could
reasonably lead to a claim, demand or liability of or against Pipefy by a third party.
3.15. You must maintain accurate and complete records relating to the Program as set forth in
this Agreement. During the period in which the Agreement is in force and for 1 (one) year after
its termination, Pipefy has the right to carry out an annual audit of the financial records and
reports, upon 10 (ten) days' advance notice in writing .
3.16. You are responsible for maintaining insurance required by law, such as, but not limited to,
Commercial General Liability Insurance, Workers' Compensation, Professional Indemnity, and
Cyber Liability/Network Security and Privacy, to acceptable minimum levels, as best market
practices. Insurers must have a minimum rating of A-VII by the A.M. The Partner must provide
Pipefy with a certificate of insurance upon request and maintain insurance levels for the duration
of the partnership agreement.
IV. NON-COMPETITION AND NON-SOLICITATION
3.17 While being an authorized Partner of Pipefy or otherwise engaged with Pipefy, and for a
period of 12 months following the termination of the partnership, the Partner agrees not to: (i)
persuade or attempt to persuade any Pipefy customer to terminate their business relationship
with Pipefy or to reduce their business volume with Pipefy; or (ii) recruit or attempt to recruit any
Pipefy employee or consultant (or anyone who was an employee or consultant during the
partnership) for any role, or encourage such individuals to end their relationship with Pipefy.
3.18. In the event of a breach of the obligations described above, Pipefy may terminate this
Agreement immediately and with cause. Additionally, the Partner will be liable for paying a
non-compensatory penalty equal to the greater of (i) 30% of the total amount paid by Pipefy to
the Partner under this Agreement in the last 12 months, or, if applicable, (ii) the amount of the
last salary paid to the employee, or the last payment made to the solicited customer.
4. PAYMENTS
4.1. Payments due to the Partner will be calculated by Pipefy, according to the frequency and
percentage defined in Commercial Policy for the type and Tier in which the Partner is
classified. The Commercial Policy is an integral part of this Agreement, being made available in
Partner Portal after enrollment of the Partner to the Program is accepted by Pipefy, the Partner
may, at any time, access the Commercial Policy and any amendments thereto, which will be
made available along with the other Program Materials.
4.2. In cases in which Pipefy and/or Partner engage in special negotiations with the End User
result in pricing discounts deviating from the standard pricing conditions outlined in Pipefy's
Commercial Policy, the Parties can renegotiate the applicable discount margin or commission.
These adjustments should be formalized through individual contractual addendum on case-
by-case basis.
4.3. Pipefy will send you a report with the amounts to be received by you and require you to
issue an invoice in your name for the amounts Pipefy must pay you for referral activities.
4.3.1 Partner is responsible for all applicable taxes arising from activities under this Agreement
or relating to dealings with an End User. Any amount paid by Pipefy to the Partner will not
include taxes.
4.4. All payments are subject to risk analysis, fraud prevention and anti-money laundering
compliance procedures and may be held by Pipefy during the investigation period. Furthermore,
Pipefy may withhold payment if the Partner does not provide the necessary information to make
the payment.
4.5. Notwithstanding any other provision in this Agreement,Pipefy will not be responsible for
paying any amounts in the following situations:
i) Amounts refunded to customers by Pipefy;
ii) Named End Users in which the Partner has any type of equity interest;
iii) Fraudulent sales;
iv) Revenues subject to reversals;
v) Partners who are employed by Pipefy (full-time, part-time, temporary or any other
form of employment);
vi) Partners who are employed by the End User to whom the payment relates (full-time,
part-time, temporary or any other form of employment relationship);
vii) Sales related to third-party products and services, such as: single tenant (cloud),
add-ons, integrated services, among others; It is
viii) Referrals and/or Sales that did not follow the referral flow of the Affiliate Program or
are in disagreement with the Program Materials; It is
ix) Referrals and/or Sales or arising from the End User's organic activity, without the
participation of the Partner.
4.6. If any payment made by Pipefy is subsequently found to be subject to one or more of the
exclusions set out in sub-clause 4.5. above, or if it was paid in error, Pipefy shall be entitled, at
its sole discretion: i) Claim any amount paid to the Partner in error; or ii) Offset such future
payment amounts due to Partner in subsequent payment periods. If the Agreement is
terminated before such amounts are fully refunded by the Partner to Pipefy, the Partner shall
pay the remaining balance to Pipefy within thirty (30) days from the effective date of termination
of the Agreement.
4.7. Pipefy has the right to change the commercial and payment conditions at any time,
provided that it provides reasonable prior notice to the Partner. This notice will be sent by email.
In the event of a dispute regarding payments, Pipefy's decision will be final and binding.
5. TERMINATION
5.1. Unless otherwise specified in the Agreement, either Party may terminate this Agreement at
any time, with or without cause, effective immediately upon notice to the other Party.
5.2. Fraud or other unacceptable behavior by Partner, including breach of this Agreement and/or
Program Materials, as determined by Pipefy in its sole discretion, may result in one or more ofthe following actions being taken by Pipefy: i) termination of the bond of Partner with End
User(s) within Partner Account; ii) suspension of some or all of Partner's privileges in the
Partner Program; and iii) termination of Partner's Account entirely without notice or recourse to
Partner.
5.3. Upon termination of this Agreement: i) each Party will return to the other party all property
of the other party in its possession or control, or destroy it and provide a certification of such
destruction, including all Pipefy Materials and all confidential information (as defined below); ii)
Partner will immediately stop displaying any Pipefy material or any Pipefy trademark on any
website or in any other form; iii) all rights granted to Partner under this Agreement will
immediately terminate, including but not limited to Partner's right to access materials and
reports, receive any payment of fees under this Agreement, unless otherwise determined by
Pipefy , in its sole discretion; and iv) all End Users referred by the Partner in accordance with
the procedures provided herein will immediately become direct customers of Pipefy, without any
compensation or commission being due to the Partner. End Users of Reseller Partners will be
given the option of becoming Pipefy's direct customers, in case of refusal, their access will be
suspended as soon as the termination takes place.
5.4. This Section 5, as well as all sections of this Agreement, which by their nature should
survive termination, will survive, including, without limitation, restrictions, accrued payment
rights, confidentiality obligations, proprietary rights, warranty issues and limitations of liability.
6. INTELLECTUAL PROPERTY
I. PIPEFY MATERIALS
6.1. All Pipefy materials will be created and provided exclusively by Pipefy, unless otherwise
agreed by Pipefy in writing in advance. Pipefy will provide Partner with copies of or access to
Pipefy's materials. Pipefy's materials can also be accessed in the D Program area.and Partners.
By using Pipefy's materials, you indicate your acceptance of Pipefy's trademark usage
guidelines and understand that any violation of these guidelines or this Agreement will result in
termination of your license or permission to use Pipefy's materials. YouPipefy's materials are
provided "as is" and without warranty of any kind.
6.2. Partner may display Pipefy's materials solely for the purposes of marketing and promoting
the Service and any Pipefy marks permitted by Pipefy during the term of this Agreement, or until
Pipefy can, upon reasonable notice, instruct Partner to stop displaying Pipefy's creative
materials. Partner may not alter, amend, adapt or translate Pipefy's materials without Pipefy's
prior written consent. Nothing contained in any Pipefy material shall in any way be deemed to
be a representation or warranty by Pipefy or any Pipefy Related Entity.
II. PIPEFY BRANDS
6.3. During the term of this Agreement, Pipefy grants Partner a limited license to display Pipefy's
trademarks solely to fulfill Partner's obligations set forth in this Agreement. Partner agrees to
use Pipefy's trademarks only in accordance with the guidelines and requirements provided by
Pipefy in writing. Pipefy's trademarks are the exclusive property of Pipefy, and the Partner
acquires no ownership rights over them. Partner agrees not to contest the validity of Pipefy's
trademarks and not to use terms or marks similar to them.
6.4. Partners may not use Pipefy's trademarks or variations thereof commercials, logos,
advertising, social media, domain names, products or services, except as expressly permitted in
this Agreement or previously consented by Pipefy. In addition, thePartners may not purchase or
register pay-per-click keywords, trademarks, email addresses or domain names that are similar
to Pipefy's trademarks and may cause confusion.
III. PIPEFY PROPRIETARY RIGHTS
6.5. All information, property and intellectual property that you have access to as a result of your
participation in the Partner Program belong entirely to Pipefy, including but not limited to End
Users, Leads, the Services, the Pipefy API, Software, documentation , hardware, equipment,
devices, templates, tools, documents, processes, methodologies, know-how, websites and any
additional intellectual property or other property used by or on behalf of Pipefy or Pipefy Related
Entities or otherwise in connection with the Service, Pipefy's Partner Program, Pipefy or Pipefy
Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other
proprietary rights therein and in connection therewith (collectively, "Pipefy Property"). The Pipefy Properties will be and remain the sole and exclusive property of Pipefy. To the extent that any ownership rights in Pipefy are not automatically attributed to Pipefy by virtue of this Agreement, or otherwise, and are attributed to the Partner, the Partner transfers and assigns to Pipefy, upon its creation, all rights, titles and interest Partner may have in and to such Pipefy Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
IV. PIPEFY LICENSE
6.6. Subject to all the terms and conditions of this Agreement, Pipefy grants the Partner a
license for use in a test environment during the period of the Partnership. This license is solely
for Partner's internal use, for authorized analysis/review or for demonstrating the Software to
third parties ("Authorized Purposes"). The license may only be used for the Authorized
Purposes as set out in this document.
6.7. The Partner is authorized to:i) Use the Pipefy License, limited to the current version, exclusively for demonstrations to
Potential Customers, training of its personnel and development efforts related to the design,
development and testing of products and services compatible with the scope of the Partnership
and authorized by Pipefy .
ii) Develop software to integrate Pipefy Software, Partner Applications and/or third-party
Applications to the Partner system, when applicable.
V. USE OF THE PARTNER'S PROPERTY
6.8. Partner grants Pipefy a worldwide, non-exclusive, royalty-free, transferable and
sublicensable right, along with a license to use and display the trademarks, service marks,
logos, trade names, copyrighted content, graphic files, images and other intellectual property in
order to fulfill its obligations and exercise its rights as set out in this Agreement. In addition,
Pipefy may, at its discretion, use any intellectual property for the purposes of promoting or
marketing the Partner, its products or services, as agreed between the parties.
7. CONFIDENTIALITY
7.1. "'Confidential Information' shall include, but not be limited to, any information associated
with one party's business and not publicly disclosed, such as specific business information,
technical processes and formulas, software, beta services, customer lists, lead lists , names,
addresses and other information about customers and leads, product designs, sales procedure,
costs, price lists, training, deployment methodologies and other unpublished financial
information, business plans and marketing data, as well as any other confidential and
proprietary information, regardless of whether it is marked as confidential or proprietary.
7.2. The parties shall treat Confidential Information with the same or greater protection of
confidentiality as set forth in this Agreement, unless: i) it is disclosed to employees, agents or
contractors of the parties who have a need to know it for purposes of performing this Agreement
and are subject to confidentiality obligations at least as strict as those contained herein; or ii) are
required by law, regulation or order of a court having jurisdiction over the parts and subject
matter of this Agreement. In such an event, the receiving party must immediately notify the
disclosing party in writing, if legally permitted, and use commercially reasonable efforts to
ensure that the disclosure receives confidential treatment.
7.3. Confidential Information will not include information that the receiving party can prove: a) is
already public knowledge, already known or in the possession of the receiving party at the time
of disclosure of such information; b) be developed independently by the receiving party, without
the use of or reference to the Confidential Information of the other party(ies) and without
violating the provisions of this Agreement; or c) subsequently legitimately obtained by the
receiving party from a source other than the disclosing party, without violating any provision of
this Agreement.7.4. Pipefy is free to discuss, review, develop, acquire, license or develop competing materials,
products or services, including applications or themes, without restriction, as long as it does not
use Partner's confidential information.
8. WARRANTY DISCLAIMER
8.1. The Pipefy Partner Program, Pipefy Services, Pipefy Trademarks, Pipefy Materials,
Software and API are provided "as is". Pipefy makes no warranties under this Agreement, and
Pipefy expressly disclaims all warranties, express or implied, including, but not limited to,
warranties of merchantability, non-infringement or fitness for a particular purpose. Without
limiting the foregoing, Pipefy disclaims all representations and warranties, express or implied, of
the Service, Pipefy's trademarks, Pipefy Material,
8.2. The warranty terms and conditions of permitted use of the Pipefy software will be as
specified in the Pipefy Standard Terms and Conditions of Sale (EULA) available on the Pipefy
9. LIMITATION OF LIABILITY AND INDEMNITY
9.1. Pipefy and its related entities shall not be liable for any direct, indirect, incidental, special,
consequential or exemplary damages arising out of the Pipefy Partner Program, the Service, the
Pipefy API, the Pipefy Trademarks, the Pipefy Materials or Pipefy's obligations under the
contract, including damages for lost profits, goodwill, use, data or other intangible losses.
Pipefy's liability towards the Partner will be limited to amounts paid by Pipefy to the Partner in
the last six months. Pipefy will not be responsible for disputes between the Partner and an End
User, and will not be liable for damages resulting from the Partner's relationship with any End
User. These limitations apply even if Pipefy has been advised of the possibility of such damages
and are subject to applicable laws.
9.2. Partner agrees to indemnify and hold Pipefy harmless from any damages, losses, liabilities,
settlements and expenses (including, without limitation, costs and attorneys' fees) related to any
claim or action arising out of an alleged breach of precedent or otherwise from the use of the
Services by (or arising in connection with content used or provided by) Partner or its Customers.
Whilst Pipefy is under no obligation to monitor the content provided by the Partner or its
Customers or the use of the Services made by the Partner or its Customers, Pipefy may choose
to do so and may remove any content or prohibit any use of Services that you believe are (or
are alleged to be) in violation of this Agreement or any law or regulation or right of any third
party.
10. GENERAL PROVISIONS
10.1. Communications. All notices under this Agreement will be in writing and will be deemed
duly given when received, if given in person; on the first business day after sending an email to
the email address provided by the Partner herein, or in the case of Pipefy, to the email
addresses [email protected] and [email protected]; and upon receipt, if sent by certified or
registered mail (with return receipt requested).
10.2. Full Agreement. This Agreement, together with any completed application forms and all
documents linked, incorporated or referenced in this Agreement, constitutes the entire
agreement between the parties and supersedes all prior agreements, whether written or oral,
relating to the subject matter of this Agreement (including prior versions of this Agreement).
Neither party will be bound by, and each party specifically objects to, any term, condition or
provision that is different from or in addition to the provisions of this Agreement (even if it does
not substantially change the Agreement), unless agreed to in writing by the bound party.
10.3. Independent Parties.The Parties to this Agreement are independent contractors. Neither
party, whether Pipefy or Partner, shall have the right, power or authority to enter into
agreements on behalf of the other party, assume obligations or liabilities or bind the other party,
unless expressly authorized by the Partner in this Agreement.
10.4. Non-exclusivity. Nothing in this Agreement is intended to establish, nor will it be construed
as establishing, any exclusive agreement between the parties to this Agreement. This
Agreement does not preclude either party from entering into similar agreements with third
parties, provided that they do not breach their obligations set forth in this Agreement in doing so,
including, but not limited to, confidentiality obligations.
10.5. Absence of Waiver.No failure or delay by either party in exercising any right under this
Agreement will constitute a waiver of that right. If any provision of this Agreement is held by a
court of competent jurisdiction to be contrary to law, that provision will be deemed null and void,
and the remaining provisions of this Agreement will remain in effect.
10.6. Divisibility. If any provision of this Agreement is, for any reason, held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any
other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal
or unenforceable provision had never been was contained in the Agreement.
10.7. Assignment. Neither party may assign any of its rights or obligations hereunder, whether
by operation of law or otherwise, without the prior written consent of the other party; provided,
however, that either party may assign this Agreement in its entirety without the consent of the
other party to its Affiliate or in connection with a merger, acquisition, corporate reorganization or
sale of all or substantially all of its assets.10.8. Force Majeure. If either Party is prevented, impaired, delayed or unable to perform any
part of this Agreement due to events such as flood, riot, fire, court or governmental action
(including legal, regulatory restrictions or embargoes prohibiting the performance of this
Agreement, or the failure or refusal by a government agency to issue a license necessary to
perform this Agreement), unforeseeable events or any cause beyond that party's reasonable
control, within the legal meaning of acts of God and force majeure, that party will be exempt
from performance to the extent that it is impeded, impaired or delayed by such events.
Notwithstanding anything to the contrary in this Agreement.
10.9. Extrajudicial Resolution. AThe Parties agree to seek an out-of-court solution to any
controversy arising from this Agreement, including its interpretation or execution, and the Party
that feels aggrieved must notify the counterparty of the conflict, requesting the fulfillment of the
obligation not fulfilled or fulfilled in an irregular or incomplete manner. . If the indicated conflict is
not resolved within a period of 30 (thirty) days, counted from the receipt of the notification, the
obviously aggrieved Party may only then seek the judicialization of the controversy by notifying
the counterparty of this decision.
10.10. Cooperation.Partner shall cooperate with Pipefy in relation to any inquiry, dispute or
controversy in which Pipefy may become involved in relation to this Agreement. Such
cooperation will include disclosure of relevant documents and financial information and
interviews with Partner employees. Such obligation will continue after the expiration or
termination of this Agreement. Pipefy will not be liable for any loss resulting from a cause over
which it has no direct control.
10.11. Applicable Laws. If Partner's territory is Brazil, this Agreement will be governed by
Brazilian laws and the exclusive jurisdiction to resolve any disputes will be the Foro Central da
Cidade de Curitiba, Paraná, Brazil. For all other territories, this Agreement will be governed by
the laws of the State of Delaware, United States, and any dispute will be submitted to the
exclusive jurisdiction of the courts of Dover, Delaware. The United Nations Convention on
Contracts for the International Sale of Goods and the Uniform Computer Information
Transactions Act (USA) do not apply to this Agreement.
10.12. Investments.The Parties hereby declare that there will be no investment and/or
acquisition of equipment, software, licenses, tools, among others, provided that each Party will
use its own structure and workforce, qualified and in sufficient numbers for the timely fulfillment
of its obligations under this Agreement.
10.13. Binding, Prevalence, and Replacement of Terms. By signing this Agreement, the Parties
expressly agree to be bound by the terms established herein, which will govern the commercial
relationship between the Parties in its entirety. These terms replace and supersede any prior
negotiations, agreements, understandings, or commercial conditions, whether formal or
informal, oral or written, regardless of their nature. The provisions outlined in this Commercial
Policy will take effect upon signing and will apply to all ongoing and future commercialrelationships, with full acceptance and waiver of any rights or interpretations based on previous
understandings.
PART B - ADDITIONAL TERMS APPLICABLE TO PARTNERS USING THE DIRECT BILLING
This Part B contains terms applicable to Reseller Partners in opportunities with direct billing.
1. FTC GUIDELINES
1.1. The Federal Trade Commission in the United States (“FTC”) has guidelines to ensure
transparency and honesty in advertising and recommendations for products or services. These
rules aim to increase transparency between endorsers and consumers. As a member of the
Pipefy Partner Program, the Partner receives compensation for referring leads to Pipefy. This
may establish a “material connection” under FTC rules, which creates an obligation for Partner
to provide information to consumers.
1.2. Compliance with these guidelines requires, among other things, that Partner clearly and
conspicuously disclose that Partner is only being compensated for leads that actually convert to
sales, and (b) Partner does not engage in misleading advertising. For more information, Partner
should refer to the statement released by the FTC regarding these guidelines.
2. INDICATION PROCESS
2.1. Partner must immediately inform Pipefy about sales or referrals of End Users, as specified
in the Program Materials. Any sale or referral outside these guidelines will be considered invalid,
and Pipefy will not be liable for any damages caused to third parties due to the Partner not
complying with the contractual guidelines.
2.2. A Partner will be deemed to have introduced only those End Users that it formally indicates
in accordance with rules contained in the Program Materials.
2.3. Lead disqualification.If the Partner does not correctly register the indication and evolution of
the lead in opportunity, as provided herein, Pipefy will have no obligation to transfer any amount
to the Partner related to the End User.
3. GENERAL GUIDELINES FOR REMUNERATION OF PARTNERS FOR USING THE DIRECT BILLING
3.1. The Partner will be entitled to a commission on the sales value of the Pipefy licenses in
which it effectively indicates, according to criteria defined in this Agreement. As regulated in the
Contract, payments due to the Partner will be calculated by Pipefy, according to the frequency
and percentage defined in the Commercial Policy for the type and level in which the Partner is
classified.
4. RESPONSIBILITIES OF THE PARTNER WHEN USING THE DIRECT BILLING
4.1. In this model, End User support, as well as payment collection, are Pipefy's responsibility.
4.2. Disclosure Obligation. In the case of indications involving a director, employee, owner,
representative, consultant or government agent or even one of their relatives, the Partner must
inform in advance via email: [email protected] and cooperate with Pipefy's requests for
more information about this relationship.
4.3. Subject to the signing of Additional Terms, Partners may also perform Software
implementation and integration Services with the End User (“Professional Services”), provided
that they have completed the necessary training to guarantee the quality standard and observe
the guidelines contained in an additional document to be signed between the Parties.
5. PROHIBITED ACTIVITIES
5.1. A Partner shall not:
i) Promote or advertise Pipefy or its Products and Services on coupon, offer, discount and
incentive sites, or display offer codes on public pages or through "click to view" offer codes.
ii) Use keywords pay-per-click (such as Google Ads), trademarks, domain names that use
trademarks of Pipefy or any Pipefy Related Entities, or spelling variations that may be
deceptively or confusingly similar to Pipefy's trademarks or the names of its related entities.
iii) Create or participate in third-party networks or sub-affiliated networks without express written
permission from Pipefy.
iv) Directly link to any page on the Pipefy website without prior written permission from Pipefy.
5.2. An End User cannot be a publicly traded company, owned by or directly linked to a Partner
(e.g. Partner's CLT relationship with the End User), and for which that Partner seeks
compensation under this Agreement.
PART C - ADDITIONAL TERMS APPLICABLE TO PARTNERS USING THE INDIRECT BILLING
This Part C contains terms applicable to Reseller Partners in opportunities with indirect billing.
1. GUIDELINES
1.1. Territory. Partners may purchase Software from Pipefy under special pricing conditions to
resell the Services to their End Users in a specific country, called the "Territory". At the time of
enrollment in the Program, the Partner must request approval to legally operate in one or more
countries. Partner may request updates in the Territory, subject to Pipefy's written approval.
Pipefy may, at any time, discontinue operations in a given Territory, at its sole discretion.
1.2. Credit Check. Partners must go through a credit check and provide two years of audited
financial statements, or reasonable equivalent, if and as requested.
2. RESALE FORM
2.1. Documentation. Each indirect billing transaction conducted by a Partner must involve, at a
minimum, the following contractual documents, which must be signed to complete the
transaction:
i) Purchase Order: this is an order form that must be signed by the Partner with Pipefy
for each purchase of Pipefy licenses or services. The order form details prices, products
and other information about the contract. The order form also references the terms and
conditions for using Pipefy licenses and services (“EULA”), available at
[https://www.pipefy.com/terms-and-conditions/]
ii) Agreement between Partner and End User(s): The Partner must necessarily collect
acceptance from End Users as to the conditions of the EULA, ensuring evidence of their
agreement. Pipefy will have the right to audit the Partner and will only be obliged to grant
access to the End User once evidence of acceptance by the End User to the EULA is
verified.
2.2. Before being authorized to issue invoices to End Users, the Partner must purchase and pay
for Pipefy licenses. It is important to respect this guidance, as Pipefy will not be liable to End
Users for any breach of this Agreement by the Reseller.
3. COMMERCIAL CONDITION
3.1. The Partner acknowledges and agrees that they will not be entitled to any additional
compensation beyond the differentiated commercial conditions offered for the purchase of
Pipefy licenses.
3.2. The Partner understands that the differentiated commercial conditions for the acquisition of
Pipefy licenses are a form of incentive and exclusive benefit granted by Pipefy, aimed at
encouraging and promoting the resale activities of the company's products. By using indirect
billing, the Partner expressly waives any claim for additional compensation, such as
commissions, royalties, or other payments, beyond the commercial conditions agreed upon for
the purchase of Pipefy licenses.
4. PARTNER RESPONSIBILITIES WHEN USING INDIRECT BILLING
4.1. In this model, supporting End Users, as well as collecting payments, is the sole
responsibility of the Partner.
4.2. Partner is responsible for all activity on End Users' accounts and for End Users' compliance
with the EULA. Pipefy does not guarantee the maintenance of any specific product or model of
product or service, not even for a specific period. Pipefy reserves the right to modify the
specifications or characteristics of its products, licenses and services, remove products from the
market and/or discontinue their production or support, at its sole discretion.
4.3. If Partner chooses to sell Pipefy products or services to the Government (national, regional
or local), Partner will do so at its own risk and expense. Partner agrees not to involve Pipefy as
a subcontractor or in any other capacity with the Government. Partner is solely and exclusively
responsible for complying with all statutes and regulations governing sales to the Government.
Pipefy makes no representations, certifications or warranties as to the ability of its products,
services or prices to comply with such statutes and regulations.
4.4. The Partner will be responsible for the payment of any excess usage incurred by their End
Users. Pipefy agrees to notify the Partner of such excess in advance of the billing.
5. PROHIBITED ACTIVITIES
5.1. The Partner does not have the authority to make commitments on Pipefy's behalf, such as
quantities, delivery, modifications, integration capability or software suitability. Furthermore, the
Partner is not allowed to modify the guarantees offered by Pipefy, as stated in the EULA. If the
Partner makes commitments not authorized by Pipefy, he will be responsible for indemnifying
Pipefy. If Pipefy identifies deceptive or fraudulent representations or commercial practices by the
Partner, the Partner must cease these immediately after receiving notification from Pipefy.
5.2. Partner shall not knowingly provide to any person, export, re-export or permit the export or
re-export of the Pipefy products or services or anything related to this Agreement, in violation of
any restrictions, laws or regulations of the United States Department of Commerce, the Office of
Foreign Assets Control of the US Department of the Treasury or any other US or foreign agency
or authority. Partner acknowledges and agrees, without limitation, that the Controlled Object will
not be used, transferred, exported, or re-exported to countries subject to embargo by the United
States ("Embargoed Countries"), or by citizens or residents of such countries, or by any person
or entity listed on the US Treasury Department's List of Specially Designated Nationals or the
US Commerce Department's Table of Denied Orders ("Designated Nationals").
5.3. Partner acts as an independent contractor and is responsible for purchasing Pipefy
Software for resale or providing Pipefy services to its End Users. It is important to note that the
Partner does not hold the position of legal representative of Pipefy and has no authority to act
on behalf of Pipefy, except as expressly provided in this Agreement. The relationship between
Pipefy and the Partner is governed by contractual independence, not establishing any
employment or social security relationship between the parties.
Update on: February 24th, 2025
