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". 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:

 

  1. i) "Partner" or "You" means an individual or company that has agreed to the terms of this Agreement and participates in the Pipefy Partner Program. The Partner will be assigned to a specific Partnership, as listed below:

 

  1. 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.

 

  1. iv) Program Materials: Includes training , brand usage guidelines, commercial policy and any applicable additional terms.

 

  1. v) Agent Partner: The Partner directs End Users to purchase the Software, and End Users purchase directly from Pipefy.

 

  1. vi) Reseller Partner: The Partner purchases the Software directly from Pipefy at a discount on 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.

 

  1. ix) Tier: Indicates the Partner's level within the Program.

 

  1. 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, that will be available to the Partner if Pipefy accepts the Partner's enrollment in the Program.

 

2.2. Partner enrollment in the Partner Program requires:

 

  1. 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.

  2. 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.


  1. 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. To the 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. In the event that 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:

 

  1. i) Amounts refunded to customers by Pipefy;
  2. ii) Named End Users in which the Partner has any type of equity interest;

iii) Fraudulent sales;

  1. iv) Revenues subject to reversals;
  2. v) Partners who are employed by Pipefy (full-time, part-time, temporary or any other form of employment);
  3. 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 of the 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 Agent 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:

 

  1. 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 .

 

  1. 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 website: https://www.pipefy.com/terms-and-conditions/. 

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.

PART B - ADDITIONAL TERMS APPLICABLE TO AGENT PARTNERS

 

This Part B contains terms applicable to Agent Partners, who will act on the lead referral model.


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 made 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.

  1. FORM OF INDICATION

 

2.1. Partner must immediately inform Pipefy about sales or referrals of End Userss, as specified in the Program Materials. whatAny 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 inopportunity, as provided herein, Pipefy will have no obligation to pass on to the Partner any amount related to the End User.



3. GENERAL GUIDELINES FOR REMUNERATION OF THE AGENT PARTNER


3.1. The Agent 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 AGENT PARTNER

 

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 appointments involving a director, employee, owner, representative, consultant or government agents 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, Agent 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:

 

  1. 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.

 

  1. 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.

 

  1. 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 (eg Partner's CLT relationship with the End User), and for which that Partner seeks compensation under this Agreement.

PART C - ADDITIONAL TERMS APPLICABLE TO RESELLER PARTNERS

 

This Part C contains terms applicable to Reseller Partners, who will operate under the license resale model.



1. GUIDELINES

 

1.1. Territory. Reseller 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 Reseller 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. Resale participants must pass 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 resale transaction conducted by a Partner must involve, at a minimum, the following contractual documents, which must be signed to complete the transaction:

 

  1. 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/]

 

  1. ii) Agreement between Reseller Partner and End User(s): The Reseller 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 Reseller 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 Reseller Partner understands that the differentiated commercial conditions for the acquisition of Pipefy licenses are a form of incentive and exclusive benefit granted by Pipefy, aiming to encourage and promote the company's product resale activities.

 

3.2. The Reseller Partner expressly declares that it waives any demand for additional consideration, such as commissions, royalties or other payments, in addition to the commercial conditions agreed upon for the purchase of Pipefy licenses.

4. RESELLER PARTNER RESPONSIBILITIES

 

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 Reseller Partner will be responsible for paying for excess usage by its End Users. Pipefy undertakes to communicate 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: August 6th, 2024