Pipedrive Affiliate Program - Terms and Conditions

·Pipedrive Affiliate Program

·Terms and Conditions

·Participation in the Pipedrive Affiliate Program ("Program") is offered to you subject to your acceptance, without modification, of all of the terms and conditions contained herein ("Agreement") and all other operating rules, policies (including, without limitation, our Privacy Policy located at www.pipedrive.com/privacy), and any future modifications thereof, which may be updated from time to time in accordance with Section 16.5 (Modification) below.

·PLEASE READ THESE TERMS CAREFULLY. BY SUBMITTING AN APPLICATION FOR PIPEDRIVE'S AFFILIATE PROGRAM THROUGH THE PARTNERSTACK PLATFORM AND BY CLICKING ON THE "SUBMIT," "ACCEPT," OR SIMILAR BUTTON, YOU ARE SIGNIFYING THAT YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS OF THIS AGREEMENT. ONCE ACCEPTED, THESE TERMS REMAIN EFFECTIVE UNTIL TERMINATED AS PROVIDED FOR HEREIN. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER OR THE COMPANY YOU WORK FOR, YOU REPRESENT AND WARRANT, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY.

·In this Agreement, "Pipedrive" "We", "Us" or "Our" will refer to Pipedrive Inc, (including its subsidiaries and affiliates) and the terms "They" or "You" or "Their" or "Affiliate Partner" will refer to you.

·This Agreement is in addition to any terms and conditions that you may have agreed to pursuant to an agreement with PartnerStack the partner management platform, owned and operated by PartnerStack Inc. (www.partnerstack.com), which will provide infrastructure to support Program operations including tracking and reporting, Materials hosting and serve as a clearinghouse for Commission paid to Affiliate Partners. You acknowledge that Pipedrive is not a party to any agreement you may have with PartnerStack, will be in no way responsible for the performance of PartnerStack, and is neither an agent or representative of PartnerStack.

11. OBJECTIVE

·The purpose of the Program is to permit you to advertise and promote Pipedrive's Services on your Site and to earn Commissions for Qualified Actions made by your end users. "Pipedrive Services" means the services offered on www.pipedrive.com ("Pipedrive Site") and any other products or services as Pipedrive may offer, modify, or amend, from time-to-time.

·Participating in Program allows approved Affiliate Partners a revocable, limited and non-exclusive right to:

• ·lawfully advertise and promote Pipedrive Services solely in a manner approved by Pipedrive;
• ·lawfully post on their website or any of their social media channels ("Site(s)") any Materials and other information provided by Pipedrive to you to promote Pipedrive's Services in connection with the Program.
• ·lawfully embed your Tracking Links in the Materials and use approved graphical or textual Internet hyperlinks or URL ("Link"), to link to the Pipedrive Site; and
• ·lawfully direct end users, or visitors from your Sites to Pipedrive's Site.

22. APPROVAL

·Any participation in the Program is subject to Pipedrive's approval, which may be withheld in Pipedrive's sole discretion.

·All prospective Affiliate Partners must submit an application for review to Pipedrive through the PartnerStack Platform, in order to become an approved Affiliate Partner eligible to participate in the Program. Pipedrive will notify each prospective Affiliate Partner through PartnerStack in writing, or via e-mail of their acceptance status as soon as possible after their information is reviewed. The Affiliate Partner is not authorized to participate in the Program, or to post Links to the Pipedrive website until they are notified of their approved status.

·Pipedrive may, in its sole discretion, elect to suspend or terminate access to, or use of the Affiliate Program at any time and for any reason, including for anyone who violates these Terms.

·Pipedrive may use automated tools, including artificial intelligence, to assist in the review, assessment and processing of affiliate applications. This includes, without limitation, the analysis of Affiliate Partner performance data; the generation of reports and business reviews; and the drafting of communications relating to Affiliate Partner activity or program participation. Such tools may be used to evaluate application information, verify eligibility criteria and support approval decisions. All automated assessments are subject to human review and Pipedrive retains sole discretion over all approval and program administration decisions. If you have questions about the use of automated tools, or wish to request human review of a decision regarding your participation in the Program, you may contact us at [email protected]

33. COMMISSION

·When your Site visitors click through the Link(s) to take prescribed actions and/or purchase Pipedrive Services ("Qualified Actions"), Pipedrive will pay you a fee ("Commission") for each Qualified Action. The Commission and Qualified Actions required for payment are contained herein, or in the Commission Schedule in your Resources section of the PartnerStack Platform, and incorporated into this Agreement. Pipedrive reserves the right to change the definition of a Qualified Action and/or the Commissions at any time by providing notice to you either via email, or by posting a new Commission Schedule in the Resources section of the Platform.

·Commissions for Qualified Actions are locked on the 7th day of the month, two (2) months after the month that the Qualified Action was generated (the "Lock Date"). Commissions for locked Qualified Actions are paid on the 13th of each month. For instance, if the event date of the Qualified Action is March 1st, the commission for that Qualified Action will lock on May 7th and be paid to you on May 13th.

·Although PartnerStack may track and calculate the Qualified Actions in accordance with the Program, determination of whether the lead submission has resulted in a Qualified Action shall be made by Pipedrive in its sole discretion.

·Prior to the Lock Date, Pipedrive reserves the right to adjust the Commission payable to you for any reason, including but not limited to the extent of any reporting errors, Charge-backs, fraudulent sales or intentional manipulations of the signup or sale process, or as required for business reasons, all as determined in our reasonable, good faith discretion.

·Commissions will be paid by Pipedrive to PartnerStack and PartnerStack shall process and distribute commissions, less fees, in accordance with your PartnerStack Terms of Use.

·For the purposes of this Agreement, a "Charge-back" of a Commission may occur in the following events:

• 1a Qualified Actions receives a cash refund for the Services;
• 2a Qualified Action that is eligible for a Commission is later determined to be fraudulent, duplicate, false or otherwise unqualified by Pipedrive; or
• 3Pipedrive, in its sole discretion, determines that a Qualified Action was acquired by an Affiliate in breach of the terms of this Agreement. We are under no obligation to provide a mechanism of appeal to an Affiliate for any Charge-backs.

·If fraud is detected, your account will be made inactive pending further investigation. In addition, in the event that you have already received payment for fraudulent activities, Pipedrive reserves the right to seek credit, remedy from future earnings or to demand reimbursement from you.

·Other than the payment of the Commission outlined in the applicable Commission Schedule, Affiliate Partner shall have no claims to any additional compensation, commissions or business derived by or through Qualified Actions.

·In addition to all other remedies available to us, we reserve the right to refuse to make any payment to you with respect to any Qualified Action that Pipedrive determines was obtained as a result of promotional efforts that were in breach of this Agreement.

·Affiliate Partner is solely responsible for payment of any associated taxes, or similar charges required by applicable law on the Commissions paid to You.

44. UNACCEPTABLE SITES

·Pipedrive reserves the right to refuse a prospective Affiliate Partner entry into the Program based on their Site content. Affiliate Partner will not place any Links on Unsuitable Sites, or any Sites that do not qualify for, or are otherwise refused for the Affiliate Program.

·Sites that do not qualify for the Program include, but are not limited to, sites which ("Unsuitable Sites"):

• ·Promote obscene of sexually explicit materials, or anything which exploits of minors under 18 years of age Promote violence of any kind
• ·Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• ·Promote illegal activities, or encourages or furthers conduct that would violate any applicable laws, including any criminal laws, or any third‐party rights, including publicity or privacy rights
• ·Infringe or otherwise violate any copyright, trademark, or other intellectual property rights of Pipedrive, or any third party.
• ·Include "pipedrive", or variations or misspellings thereof in their domain names;
• ·disparage Pipedrive;
• ·are based in a territory where we do not offer the Program;
• ·do not clearly state an online privacy policy to their visitors; or
• ·provide a portion or all of their Commissions to Sites or organizations that violate any of the above criteria.

·Affiliate Partner will ensure that their Site is not and does not become an Unsuitable Site and must not design their Site in a manner which leads end users, or visitors of their Site to believe that they are Pipedrive, or any other Pipedrive affiliated business.

·Pipedrive may (a) monitor, retain, use, and disclose information about your Sites and users of your Sites that we obtain in connection with your participation in Program (for example, that a particular visitor clicked through your Sites before buying a product on the Pipedrive Site), and (b) monitor, review, crawl, and otherwise investigate your Sites to assess your compliance with this Agreement. To learn how Pipedrive processes personal information, please see the Pipedrive privacy policy at https://pipedrive.com/privacy.

55. PERSONAL DATA

·Pipedrive is not obliged to share with Affiliate Partner any of the personal data of the referred end users, or visitors who sign up for Pipedrive Services ("Customers") (or any natural persons representing the Customers, or providing services or work for them) who have executed an agreement with Pipedrive.

·If the Affiliate Partner wishes to keep personal data concerning referred Customers for its own internal use, the Affiliate Partner must obtain prior consent from the respective referred Customers directly (or any natural person representing the Customer or providing services or work for them).

·Pipedrive will permanently delete Affiliate Partner's personal data related to the Affiliate Partner account within two (2) years upon termination of this Agreement.

·If the Affiliate Partner requests in written form for their personal data related to their Affiliate Partner account to be deleted, Pipedrive will erase such data within thirty (30) days upon the reception of the erasure request.

·Personal data collected in the Program signup form from Affiliate Partners who have violated the terms of this Agreement is retained for thirty-six (36) months upon the termination of this Agreement to prevent re-registration by the same person or company.

66. TRADEMARKS, MARKETING & PUBLICITY

·All approved Affiliate Partners will be issued a unique URL ("Tracking Link") which will allow them to earn Commission for Qualified Actions. Affiliate Partners may be issued with multiple unique Tracking Link's which may be used across different Affiliate Sites and for different promotions. It is the Affiliate Partner's responsibility to embed the Tracking Link in the Materials, to ensure that Affiliate's referral activity can be tracked and reported. Pipedrive will not be liable to pay an Affiliate Partner any Commission for Qualified Actions that are received from an end user who does not sign up via their unique Tracking Link.

·Subject to the terms of this Agreement, Pipedrive grants the Affiliate Partner a limited, revocable, non-transferable, non-exclusive license during the term of this Agreement, to display the Materials on their Sites, to post approved Links to the Pipedrive website and to use Pipedrive trademarks, service marks, trade names, logos or other words or symbols identifying our business which we have provided to the Affiliate Partner (the "Pipedrive Marks"). These Pipedrive Marks can only be used solely for the purpose of actively promoting and marketing the Pipedrive Services to Affiliate Partner customers, users, or visitors posted on the Affiliate Partner's Site and Links, to direct visitors to the Pipedrive Site in accordance with the terms and conditions of this Agreement.

·If Pipedrive objects to the manner in which the Affiliate Partner displays any Materials, Links or any other content relating to Pipedrive Services, Affiliate Partner will remedy the issue in the manner requested by Pipedrive immediately. The Affiliate Partner's right to use the Materials, Marks and Links, is limited to and arises only out of the license granted hereunder. The foregoing license will immediately and automatically terminate upon termination of this Agreement, or earlier, if you are in breach of any provision herein. Upon termination or revocation of your license, you will promptly remove from your Site and delete or otherwise destroy all of the Materials and other Pipedrive intellectual property. You will (i) only use Piperive Materials to send end users to the Pipedrive Site in order to procure Qualified Actions for the Pipedrive's Services, and will not link any Materials to, or direct traffic to, any page of a Site other than the Pipedrive Site; and (ii) link each use of the Materials solely to the Pipedrive Site.

·Affiliate Partner's participation in the Program and use of the Materials, or Tracking Links and Links provided in connection with the Program must comply with the following:

• ·You will not engage in any offline promotional, marketing, or other advertising activities without the prior written approval of Pipedrive.
• ·You will not sell, resell, redistribute, sublicense, or transfer any Materials or any application that uses, incorporates, or displays any Materials. For example, you will not use, or enable or facilitate the use of, Materials on or within any application, platform, Site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to any Materials to any other person or entity, nor will you display such links on a Site that is not your Site.
• ·You will not take any action that could reasonably cause any customer confusion as to our relationship with you.
• ·You will not frame the Pipedrive Site, or any part of it, within your Site, without Pipedrives prior permission. However, displaying Materials on your Site in accordance with the Agreement will not be considered framing the Pipedrive Site.
• ·You will not post or serve any Tracking Links or Materials promoting the Pipedrive Site within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any Site that is not your Site.
• ·You will not attempt to intercept or redirect (including via software installed on users' computers) traffic from or on, or divert advertising fees from, any Site that participates in the Program.
• ·You will not artificially generate clicks or impressions on your Site whether by way of a robot or software program or otherwise.
• ·You will not display or otherwise use any of our customer reviews or star ratings, in part or in whole, on your Site unless you have obtained a Link directly from us.
• ·You will not cloak, hide, spoof, or otherwise obscure the URL of your Site containing Tracking Links (including by use of a redirecting page) such that we cannot reasonably determine the site from which a customer clicks through such Tracking Link to the Pipedrive Site.
• ·No employee of Pipedrive or any member of the family of an employee of the Pipedrive may be an Affiliate or benefit, directly or indirectly, from any Commission payable hereunder.
• ·Any Link or URL between the Affiliate Partner's Site and Pipedrive Site may not contain any trojan horses, spyware, worms, time bombs, viruses or other harmful programming routines.
• ·Affiliate Partner will not in any way copy or resemble the look and feel of the Pipedrive Site, nor shall it create the impression that their Site is the Pipedrive Site or a part of the Pipedrive Site.
• ·Affiliate Partner shall not use the Pipedrive name or any variation or misspellings thereof in their URL.
• ·Affiliate Partner may not make any specific representations concerning the quality of any Pipedrive products or services, nor that Pipedrive "officially" endorses Affiliate Partner in any way, nor recommends their products or services over those of any other company, or person.
• ·Affiliate Partner will not bid on, or purchase either directly or indirectly keywords, search terms, or other identifiers, or otherwise participate in keyword auctions on any web search engine, including the word Pipedrive, www.pipedrive.com, Pipedrive CRM, or any other trademark, logo or brand name, product/ service name of Pipedrive or any variations or misspellings of any of these words ("Prohibited Keywords") or otherwise receive any paid search results using the Prohibited Keywords. Affiliate Partner will enable negative keyword matching for all Protected Keywords. Affiliate Partner will not use Prohibited Keywords in any display URL content. Affiliate Partner may not direct link to a Pipedrive sales page from any paid advertising.
• ·You are solely responsible for the development, operation, and maintenance of your Site, and for all materials that appear on your Site. For example, you are solely responsible for: (i) the technical operation of your Site and for all related equipment; (ii) creating and posting the descriptions of the Services on your Site and linking those descriptions to the Pipedrive Site; (iii) the accuracy and appropriateness of materials posted on your Site; (iv) ensuring that materials posted on your Site do not violate or infringe upon any of our intellectual property rights or those of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); (v) ensuring that materials posted on your Site are not libelous or otherwise illegal; (vi) ensuring that you link to the Pipedrive Site in the format specified by us; (vii) clearly disclosing on your Site how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' browsers.
• ·Affiliate Partner acknowledges the Pipedrive's right, title and interest in and to the Pipedrive Marks and services and acknowledges that nothing herein will be construed to accord to Affiliate Partner any rights in the Pipedrive Marks or the service except as expressly provided herein. The Affiliate Partner acknowledges that, except as expressly provided herein, its use of the Pipedrive Marks or the Pipedrive Services will not create for Affiliate Partner any right, title or interest in the Pipedrive Marks or the Pipedrive Services and that all use of the Pipedrive Marks and the goodwill symbolized by and connected with such use of the Pipedrive Marks will inure solely to the benefit of Pipedrive. Affiliate Partner covenants that (i) it will not at any time challenge the Pipedrive's rights, title, or interest in the Pipedrive Marks or the Pipedrive Services (other than to assert the specific rights granted to Affiliate Partner under this Agreement), and (ii) it will not represent to any third party that it has any ownership or rights with respect to the Pipedrive Marks or Services, other than the specific rights conferred by this Agreement. Affiliate Partner agrees that upon expiration or termination of the Agreement, it will immediately stop using the Pipedrive Marks.

77. PIPEDRIVE MATERIALS

·Pipedrive may make available to Affiliate Partner a variety of sales and marketing materials such as banner advertisements, text links, widgets, data, images, videos, PDFs, graphics, logos, brochures etc. ("Materials") via the PartnerStack platform, which are subject to the terms and conditions hereof. In utilizing the Materials, Affiliate Partner agrees that they:

• ·may use the Materials only for the purposes of performing their obligations under this Agreement;
• ·will not modify, alter or otherwise change the Materials without Pipedrive's prior written consent;
• ·will cooperate fully with Pipedrive in order to maintain the Materials; and
• ·will use only the Materials which are provided by Pipedrive, or expressly approved by Pipedrive in advance of any such use.
• ·You will promptly remove from your Site and delete or otherwise destroy any Materials that are no longer displayed on the Pipedrive Site or that we notify you is no longer available for your use.

·All Materials are the copyrighted property of Pipedrive, its affiliates and/or third-party licensors. Furthermore, all trademarks, service marks, trade names, code, data or any other elements contained in the Materials are proprietary to Pipedrive, its affiliates and/or third-party licensors and Partner's use of the Materials does not grant the Affiliate Partner ownership thereof. All goodwill symbolized by and connected with such use of the Materials will inure solely to the benefit of Pipedrive. In addition, any use must be consistent with the Brand Rule Guidelines located here.

·Pipedrive has the right to review Affiliate Partner's use of the Materials and can require that such materials be changed prior to any public distribution as set forth in the Agreement. If an Affiliate Partner does not make the changes to its Sites that Pipedrive deems necessary, Pipedrive reserves the right to terminate an Affiliate Partner's participation in the Program.

88. ADVERTISING RULES & ANTI SPAM POLICY

·Affiliate Partner is permitted to promote Pipedrive and the Services only through approved Materials, Links and Tracking Links directly to the Pipedrive Site and you are solely responsible for ensuring that all promotional activities undertaken by you to promote Pipedrive's Services will be made in strict compliance with all applicable laws and regulations (including but not limited to CAN-SPAM Act of 2003) or any successor legislation and/or other laws and/or regulations that govern online and Electronic Communications, marketing, advertising and/or communications any other Federal Trade Commission laws or regulations.

·With respect to any email messages and text messages ("Electronic Communications") , you may not:

• ·i. generate or use Electronic Communication using or containing Pipedrive intellectual property, or any variation or misspelling thereof, or other Materials provided to you as part of the Program, which have not been pre approved by Pipedrive.
• ·ii. send any other Electronic Communication that in any way suggests, implies, misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that the Pipedrive or any related entity was the sender or sponsor of such Electronic Communication or procured or induced you to send such Electronic Communication;
• ·iii. forward, redistribute, or otherwise repurpose any Electronic Communication that we send to our Partners, affiliates or customers; and
• ·iv. generate or send any unsolicited Electronic Communication (spam) under this Agreement.

·With respect to Electronic Communications, you represent and warrant that:

• 1all recipients will be permission-based subscribers;
• 2you will not involve Pipedrive in deceptive or misleading advertising or trade practices, or violations of privacy laws;
• 3all Electronic Communications will accurately identify you as the initiator of the communication in the 'from' line; and
• 4your mailing domain is publicly registered. You are not allowed to register for the Services on behalf of any third party. You are only permitted to link third parties to the Pipedrive Site, and any and all information pertaining to such third parties shall be the sole and exclusive property of Pipedrive.

·The Affiliate Partner acknowledges and agrees that when publishing posts/statuses about Pipedrive's Services, the Affiliate Partner is required by Law to clearly include a disclosure statement within any and all pages, blog/posts, or social media posts where Links, or Materials for the Program are posted as an endorsement or review, and where it is not clear that the Link, or Materials is a paid advertisement. The above disclosure should be clear, concise and prominent and made at the beginning of the claims and prior to the affiliate Link, or Materials appearing in close proximity to any statements that the Affiliate Partner makes about Pipedrive, or Pipedrive's Services. Pop-ups, hover state and button disclosures are prohibited and disclosures should be made in the same medium as the claim (e.g. video, text) and applies to all social media, even when space is constrained. The Affiliate Partner's statements should always reflect the Affiliate Partner's honest and truthful opinions and actual experiences and should only make factual statements about Pipedrive, or Pipedrive's Services which the Affiliate Partner knows for certain are true and can be verified.

·It is important to note that these are our own interpretations based on our understanding of the FTC and affiliate marketing, and should not be used as legal advice. For further clarification, we recommend reviewing the information provided in the below links or reaching out to the FTC directly:

• ·FTC's "Dot Com Disclosures" Guidelines: http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf
• ·FTC's Endorsement Guidelines: https://www.ftc.gov/enforcement/rules/rulemaking-regulatory-reform-proceedings/use-endorsements-testimonials-advertising

·Pipedrive may investigate any Affiliate Partner's conduct and, at its sole discretion and with or without cause or prior notice, terminate this Agreement. In addition, Affiliate Partner agrees to protect, defend, indemnify and hold harmless Pipedrive and our related entities from and against any claims, actions, liabilities, losses, damages, costs or expenses, including without limitation, attorneys' fees and costs of litigation, incurred by us or our related entities arising out of or in connection with your violation of any of the terms or prohibitions contained in this Agreement or any law, rule or regulation.

·Affiliate Partner must notify Pipedrive of any complaint received by Affiliate Partner regarding any advertisements security or privacy issues within twenty-four (24) hours of receiving such complaint. Notice should be sent to [email protected].

99. CUSTOMER RELATIONSHIP

·End users, or visitors of Affiliate Partners Site who purchase Pipedrive Services through the Program will be deemed to be customers of Pipedrive ("Customers"). Accordingly, all rules, policies, and Terms of Service concerning Customer licenses and services will apply to those Customers, and Customers shall enter into a separate contractual relationship with Pipedrive, for Pipedrive's services. We may change our policies, pricing structure and/or Terms of Service at any time and at our sole discretion.

1010. RELATIONSHIP OF PARTIES

·The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate Partner has no authority to make or accept any offers or representations on our behalf. Affiliate Partner will not make any statement, whether on its sites or otherwise, that reasonably would contradict the foregoing. It is the sole responsibility of the Affiliate Partner to disclose the nature of their relationship with Pipedrive to any end users, visitors, or Customers and Affiliate Partner shall indemnify and hold harmless Pipedrive against any liability arising from Affiliate Partner's lack of proper disclosure to an actual or potential Customer.

1111. TERM & TERMINATION

·This Agreement shall become effective as of the date Affiliate Partner submits an application and will end when terminated by either party. Either party may terminate the Agreement at any time in its sole discretion, without cause, by giving the other party a notice of termination at least one (1) days in advance. Notice by e-mail, to Affiliate Partner's address on the Pipedrive records, is considered sufficient notice to terminate the Agreement.

·Upon termination of this Agreement:

• ·Affiliate Partner shall not be entitled to Commissions for Qualified Actions delivered after the date of termination;
• ·Affiliate Partner shall be entitled only to unpaid and undisputed Commissions earned by Affiliate Partner prior to the date of termination;
• ·all rights and licensees granted to Affiliate Partner shall immediately terminate and, as such, Affiliate Partner will promptly cease all uses of any trade names, trademarks, service marks, logos and other designations of Pipedrive or the Program; and
• ·Affiliate Partner shall return to Pipedrive any Pipedrive Confidential Information, and all copies thereof, in its possession, custody and control.

·Pipedrive may terminate this Agreement or suspend an Affiliate Partner's account immediately, without penalty, in the event that Affiliate Partner:

• ·is reasonably believed to be in material breach of this Agreement, or applicable laws;
• ·Acts or omits to act in a manner where Pipedrive believes that it may be subject to potential claims or liability related to their participation in the Program;
• ·Acts or omits to act in a manner where Pipedrive believes that its brand or reputation may be harmed by their participation in the Program; or
• ·has engaged in any deceptive, fraudulent or illegal activity in connection with the Program.

·Upon termination of this Agreement for breach, Pipedrive will be released from all obligations and liabilities owed to Affiliate Partner. Notwithstanding the foregoing, the rights and obligations of the parties that by their nature should survive the Agreement including, but not limited to the sections related to payment, warranties, remedies, indemnification, and confidentiality, will survive this Agreement.

1212. CONFIDENTIALITY

·A Party receiving Confidential Information (as defined below) (the "Receiving Party") shall hold confidentially and shall not disclose, except solely in performance of its duties and services under this Agreement, any Confidential Information of the disclosing party (the "Disclosing Party"). The terms and conditions of this Agreement shall be deemed to be Confidential Information of each Party and no Party shall disclose the existence of this Agreement or any of the terms and conditions of this Agreement without the prior written consent of the other Party. Each Party acknowledges that the Disclosing Party has a legitimate business interest in protecting its Confidential Information. If a Receiving Party violates any of the provisions of this provision, the Disclosing Party may sustain irreparable damage and harm and, therefore, the Receiving Party irrevocably and unconditionally agrees that, in addition to any other remedies which the Disclosing Party may have under this Agreement or otherwise, all of which remedies shall be cumulative, the Disclosing Party shall be entitled to apply to any court for temporary preliminary and permanent injunctive relief and other equitable relief.

·For purposes of this Agreement, "Confidential Information" means, with respect to any person, all non-public information about such persons, business or activities that is proprietary and confidential in nature including, without limitation, all business, financial, technical and other information of a Party marked or designated as "confidential" or by its nature, circumstances and surroundings disclosure should be reasonably regarded as confidential. Confidential Information includes not only written or other tangible information, but also information transferred orally, visually, electronically or by any other means. Notwithstanding the foregoing, Confidential Information does not include information that (a) is in or enters the public domain without breach of this Agreement, (b) receiving person lawfully receives from a third party without restriction on disclosure or without breach of a non-disclosure obligation, (c) receiving person can establish that it knew prior to receiving such information from a disclosing person, or (d) the receiving person can establish that it developed such information independently and without use or reference to the information disclosed by the disclosing person.

1313. DISCLAIMER OF WARRANTIES

·PIPEDRIVE HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING THE PIPEDRIVE SITE AND PRODUCTS, ANY LINKS, THE AFFILIATE PARTNER PROGRAM OR AN AFFILIATE PARTNER'S POTENTIAL TO EARN INCOME FROM THE AFFILIATE PROGRAM, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND/OR WARRANTIES ARISING FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE WEBSITES OR THE LINKS WILL BE UNINTERRUPTED OR ERROR-FREE, AND PIPEDRIVE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

·PIPEDRIVE WILL MAKE REASONABLE EFFORTS TO TRACK AND PAY COMMISSIONS TO AFFILIATE PARTNER. HOWEVER, PIPEDRIVE IS NOT RESPONSIBLE FOR TECHNICAL PROBLEMS, ACTS BY THIRD PARTIES, OR OTHER INACCURACIES OR EVENTS OUTSIDE PIPEDRIVE'S REASONABLE CONTROL.

1414. INDEMNITY

·TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIPEDRIVE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF AFFILIATE PARTNER'S SITE (INCLUDING AFFILIATE PARTNER'S USE OF ANY PARTNERSTACK SERVICE OFFERING) OR VIOLATION OF THIS AGREEMENT.

·Affiliate Partner shall defend, indemnify, and hold Pipedrive (and its directors, officers, employees, representatives, parents, affiliates and subsidiaries) harmless from and against any and all claims, liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with Affiliate Partner's:

• ·violation of this Agreement, or any Pipedrive, or Program policies;
• ·breach or failure to perform under its PartnerStack agreement; and
• ·violation of any applicable law or the unauthorized use of the rights of a third party (including without limitation, Pipedrive Marks, website, materials or Program.)

1515. LIMITATION OF LIABILITY

·Pipedrive and any of its officers, directors, employees, shareholders or agents of any of them shall not be liable to Affiliate Partner for any amount or kind of loss or damage that may be suffered by Affiliate Partner or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Agreement, or Program.

·Pipedrive's maximum aggregate liability under or in connection with this Agreement and the Program, whether in contract, tort (including negligence) or otherwise (a "Claim"), shall be limited to a sum equal to the aggregate amount which Pipedrive is obliged to pay Affiliate Partner in the twelve (12) month period immediately prior to the period giving rise to such Claim.

1616. MISCELLANEOUS

16.116.1 Assignment: Affiliate Partner shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of Pipedrive. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void. Otherwise, the Agreement shall be binding upon and inure to the benefit of both parties and their successors and permitted assigns.

16.216.2 Severability: The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect.

16.316.3 Waiver: No delay or failure by Pipedrive in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

16.416.4 Equity: The rights and remedies of Pipedrive are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. Affiliate Partner acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy.

16.516.5 Modification: Pipedrive reserves the right to modify the terms and conditions of this Agreement in its sole discretion at any time, and such changes will be effective immediately upon being posted on the PartnerStack Platform. Any amendments, modifications, enhancements or changes to the Partner Affiliate Program including the release of new features and resources made available by Pipedrive from time to time shall be subject to these terms. If any modification is unacceptable to the Affiliate Partner, their sole recourse is to terminate this Agreement. Referral Partner's continued participation in Program after modification to the terms and conditions of this Agreement constitutes Affiliate Partners consent and acceptance to the change.

16.616.6 Language: The original language of these Terms is English. Pipedrive may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

16.716.7 Notice: Official notices should be sent to Pipedrive via certified mail to: Mustamäe tee 3a, Tallinn 10615, Estonia. Notices for termination can be sent via email at [email protected]

1717. APPLICABLE LAW AND JURISDICTION

17.117.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by the Affiliate Partner and Pipedrive, any dispute arising out of or relating to the Affiliate Partner Agreement, or the breach thereof, shall be governed by the terms set forth in Section 18.2 below.

17.217.2 In the interest of resolving any disputes that arise between you and Pipedrive in the most expedient and cost-effective manner, you and Pipedrive agree that any and all disputes arising in connection with the Affiliate Partner Agreement shall be resolved by binding arbitration, as further specified below:

·a. Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of your Partner account. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT TO ARBITRATE, YOU AND PIPEDRIVE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

·b. Notwithstanding the contents of Section 17.2.a above, you and Pipedrive agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party's right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.

·c. Any arbitration between you and Pipedrive will be governed by the Commercial Dispute Resolution Procedures and the Consumer Arbitration Rules (collectively herein, "AAA Rules") of the American Arbitration Association (herein "AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Pipedrive.

·d. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that Pipedrive does not have a physical address on file for you, by electronic mail (herein "Notice"). Pipedrive's address for Notice is set forth in the preamble of the Affiliate Partner Agreement. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (herein "Demand"). You and Pipedrive agree to use good faith efforts to resolve the claim directly, but if no such resolution is reached within thirty (30) days after the Notice is received, you or Pipedrive may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Pipedrive shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

·e. Fees. In the event that you commence arbitration in accordance with the Affiliate Partner Agreement, each party will be responsible for its own expenses and the payment of any fees to AAA or the arbitrator shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in the State of New York, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Pipedrive for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.

·f. No Class Actions. YOU AND PIPEDRIVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Pipedrive agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

·g. Modifications. In the event that Pipedrive makes any future change to this arbitration provision (other than a change to Pipedrive's address for Notice), you may reject any such change by sending Pipedrive written notice within thirty (30) days of the change to Pipedrive's address for Notice, in which case your Partner account shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.

·h. Enforceability. If the entirety of this Section 17.2 is found to be unenforceable, then the entirety of this Section 17.2 shall be null and void and, in such case, the parties agree that such action arising out of or related to the Partner Agreement shall be brought in the state or federal courts located in New York City, State of New York.

·By accepting this Agreement, the Affiliate Partner confirms that it has reviewed this Pipedrive Affiliate Partner Agreement and agrees to the terms and conditions stipulated therein. If you are entering into this Agreement on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

·FLAT STRUCTURE

·COMMISSION SCHEDULE SHARE OF REVENUE

·QUALIFIED ACTIONS

·Approved Affiliate Partners are eligible to receive Commission on Revenue generated from Qualified Sales that they refer to Pipedrive.

·A "Qualified Sale" means:

• ·The Customer signed up within 90 days from the date of first clicking on the Affiliate Partner's Tracking Link
• ·The Customer activates a paid subscription plan and makes a payment, within 90 days of the date of free trial sign up date
• ·The Customer is not already an existing Customer of Pipedrive with a paid subscription plan that was active prior to your referral
• ·The Customer does not cancel their subscription within the first 30 days of the sale event date; and
• ·Sign up and payment must be received by Pipedrive during the term of this Agreement, prior to termination

·A Qualified Sale is disqualified whenever it occurs in connection with a violation of this Agreement or any other terms, conditions and policies that Pipedrive may issue from time to time that apply to the Program. Affiliate Partner shall not submit non-bona-fide leads.

·COMMISSIONS

·For each Qualified Sale that you refer to Pipedrive, you will earn a percentage of all Revenue that Pipedrive receives from that sale in the 12 months following the sale event date ("Commission").

·The percentage of Revenue you will earn is 20% of all Revenue generated in that month.

·*USD Note: Revenues recorded in GBP (Great British Pound) and EUR (Euro) will be converted into USD (United States Dollar) at the applicable ECB(European Central Bank) Published Euro Foreign Exchange Reference Rate corresponding to the date clients pay their Pipedrive Invoices, GBP to EUR to USD. The foregoing Commission terms may change from time to time, and may be subject to temporary or limited-time special promotions, challenges or bonuses (which will be subject to separate terms and conditions). For the avoidance of doubt, any Commission, will be calculated on a new account basis, not per user, and will be calculated monthly. "Revenue" means license fees received by Pipedrive from a referred Pipedrive Customer through a valid Affiliate Tracking Link (for clarity, excluding consulting, integration, professional services and credits available to purchase in products, including caller and prospector), discounts, commissions, taxes, refunds and the like.