Current as of December 19, 2025
THE INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT (“AGREEMENT”) ON BEHALF OF THE DEVELOPER ORGANIZATION OR ENTITY, BY CLICKING “I AGREE”, USING, OR INTEGRATING YOUR APPLICATIONS WITH THE PIPEDRIVE SERVICES OR PUBLISHING YOUR APPLICATIONS ON THE MARKETPLACE, OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU (AND YOUR ORGANIZATION) AND EACH USER SHALL BE BOUND BY THE TERMS OF THIS AGREEMENT, PIPEDRIVE’S TERMS OF SERVICE FOR CLIENTS (HTTPS://WWW.PIPEDRIVE.COM/EN/TERMS-OF-SERVICE) (“TERMS OF SERVICE”) AND PIPEDRIVE’S PRIVACY POLICY (HTTPS://WWW.PIPEDRIVE.COM/EN/PRIVACY) (THE “PRIVACY POLICY”) AS EACH MAY BY MODIFIED IN ACCORDANCE WITH THEIR RESPECTIVE TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT 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 SUCH ENTITY, IN WHICH CASE THE TERMS “YOU,” “YOUR”, “DEVELOPER” OR A RELATED CAPITALIZED TERM HEREIN WILL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE TERMS OF SERVICE OR THE PRIVACY POLICY, YOU AND YOUR ORGANIZATION ARE PROHIBITED FROM ACCESSING OR USING THE APP DEVELOPMENT MATERIALS OR PUBLISHING APPS ON THE MARKETPLACE.
This Agreement contains an Arbitration provision which will, with limited exception, require Developer Partner to submit disputes you have against Pipedrive to binding and final arbitration. You will only be permitted to pursue claims against Pipedrive on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
Pipedrive offers a CRM platform and other related applications, functionality content, services and/or products, and (the “Pipedrive Services”). This Agreement governs the access and use of, sandbox instances of the Pipedrive Services, the access and use of the App Development Materials, the creation of Apps, and the distribution of Apps through the Marketplace or otherwise.
Capitalized terms have the meanings set forth in this Section 1 or otherwise set forth in this Agreement.
“Affiliates” means any legal entity that controls or owns more than 50% of such entity’s outstanding shares or securities, is controlled by, or under common control with a party.
“App” means either a Marketplace App or a Private App.
“App Development Materials” means the Restful API, OAuth 2.0, API token and other APIs, routines, protocols, tools and other materials provided by Pipedrive to Developer for development of an App, as more particularly described at https://pipedrive.readme.io/docs/getting-started.
“Authorized Client User” means an employee, agent, or representative of Client who has been authorized by Client to access and use the Pipedrive Services, the Marketplace or the Marketplace Apps.
“Authorized Developer User” means an employee, agent, or representative of Developer who has been authorized by to develop and integrate an App the Pipedrive Services and to access and use the App Development Materials.
“Client” means a Client of the Pipedrive Services, who has acquired the right to access and use a Marketplace App listed on Marketplace.
“Client Agreement” means the terms of service or other agreement between Developer and each Client that acquires the right to access and use a Marketplace App, and which governs such Client’s use of the Marketplace App.
“Client Data” means any data, information, or material provided or submitted by Client to Pipedrive or through the Pipedrive Services that is accessible through a Marketplace App.
“Confidential Information” mean information that is confidential and proprietary to Pipedrive, its vendors, or its customers in any form or medium (whether oral, written, electronic or other) that due to the nature of its subject matter or the circumstances surrounding its disclosure (including any markings), would be understood to be confidential by a reasonable person. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by Pipedrive; (ii) becomes publicly known and made generally available after disclosure by Pipedrive to Developer through no action or inaction of Developer; (iii) is already in the possession of Developer at the time of disclosure by Pipedrive as shown by Developer’s files, documents, records and other competent evidence immediately prior to the time of disclosure; (iv) is obtained by Developer from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by Developer without use of or reference to Pipedrive’s Confidential Information, as shown by Developer’s files, documents, records and other competent evidence.
“Developer Data” means any data, information, or material provided or submitted by Developer to Pipedrive or through an App or the Pipedrive Services.
“Documentation” means the technical materials, if any, provided or made available by Pipedrive to Developer that describe the features, functionality, or operation of the Pipedrive Services or the Marketplace.
“Effective Date” means the date that the Developer has accepted this Agreement.
“Intellectual Property Rights” means all (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Losses” means all claims, demands, losses, injuries (including personal injury, sickness, or death), damages (including property damage), liabilities, deficiencies, actions, judgements, interest, awards, penalties, fines, costs or expenses of whatever kind, and other liabilities of any kind or nature, whether sounding in contract, tort, strict liability or otherwise, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Marketplace” means Pipedrive’s marketplace where Developer may publish its Marketplace Apps, as more particularly described in this Agreement.
“Marketplace App” means the one or more applications that are developed by Developer and designed to interoperate with the Pipedrive Services for commercial distribution, whether listed on the Marketplace or distributed through other channels, and which are subject to Pipedrive's approval process as set forth in Section 4.
“Material Change” means any material changes to a published Marketplace App, including any enhancement, upgrade, introduction of new functionality, new release or version and other similar modifications.
“Marks” means a Party’s trademarks, trade names, service marks, copyrights. logos, phrases, symbols, designs.
“Partner Code of Conduct” means the code of conduct available at https://www.pipedrive.com/en/partner-code-of-conduct.
“Pipedrive Materials” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel, organization, a compilation of the content, code, data, and all other elements of the Pipedrive Services and Marketplace.
“Policies” means any additional policies, guidelines or rules applicable to the Pipedrive Services, the Marketplace, the App Development Materials or the Apps that may be posted by Pipedrive from time to time.
“Private App” means the one or more applications that are developed by Developer and designed to interoperate with the Pipedrive Services for non-commercial use, including internal use by Developer or use by specific clients or partners without broader commercial distribution.
Developer may sign-up for a sandbox account at https://developers.pipedrive.com/ (the “How to Get Started Page”). Developer understands that Pipedrive may in its sole discretion (i) refuse to allow Developer to sign-up for a sandbox account or (ii) terminate Developer’s sandbox account and access to its sandbox at any time, with or without notice. The How to Get Started Page at https://pipedrive.readme.io/docs/getting-started includes links to various guides, resources, tools and other useful materials. The maximum number of Authorized Developer Users that can access the sandbox is five (5) (collectively the “Maximum Sandbox Users”). All use of Pipedrive Services, including through a sandbox account, is subject to the Terms of Service and Developer shall ensure that all Authorized Developer Users comply with this Agreement and the Terms of Service.
(a) App Development Materials.
(b) Developer shall comply with all instructions and requirements in any App Development Materials, Policies or Documentation provided by Pipedrive. Pipedrive may modify, terminate access to, or delete any App Development Materials at any time, without notice and Developer shall remain solely responsible for ensuring that the App functions properly after any such modification, termination or deletion.
(c) Subject to the Maximum Sandbox Users, Developer may engage third-parties to assist Developer with the development of an App using the App Development Materials provided that: (i) Developer shall ensure that any such third party has the skills and experience necessary to provide the services; (ii) Developer shall be responsible for all risks associated with the use of any third-party engaged by Developer; and (iii) Developer complies, and ensures that all such third parties comply with this Agreement.
(d) Responsibility for App. Developer is solely responsible, and Pipedrive shall have no responsibility or liability of any kind, for the development, installation, operation, maintenance or security of the Apps, including, but not limited to, the interoperation of the App with the Pipedrive Services. Without limiting the foregoing, Developer must:
(e) Developer Representation and Warranties. Developer represents and warrants to Pipedrive that all Apps:
(f) During the Term and for two (2) years thereafter, Developer shall, shall, at its own expense, maintain and carry in full force and effect insurance appropriate for the operation of Developer’s business.
(g) Developer agrees to conduct business honestly, ethically, legally, and with integrity while developing Apps, accessing the Pipedrive Services, or otherwise conducting business with or on behalf of Pipedrive, in accordance with the Pipedrive Partner Code of Conduct (https://www.pipedrive.com/en/partner-code-of-conduct), as may be updated from time to time. Developer acknowledges that compliance with the Partner Code of Conduct is a material term of this Agreement.
(a) If Developer wishes to develop a Marketplace App (whether for listing on the Marketplace, or for distribution through other channels), Developer must submit the Marketplace App for approval by Pipedrive, as more particularly described at https://pipedrive.readme.io/docs/marketplace-app-approval-process. Further, if Developer makes any Material Changes to a Marketplace App, then Developer must submit the modified Marketplace App for approval by Pipedrive, as more particularly described at https://pipedrive.readme.io/docs/marketplace-updating-the-existing-app. The decision to approve or not approve a Marketplace App at any point is at Pipedrive’s sole discretion and any such decision is final.
(b) Approval Requirements. The requirements in this Section 4(b) apply to all Marketplace Apps. Developer shall:
(c) Control over Publishing; Suspension. Pipedrive has complete control in its sole discretion over which Marketplace Apps are published or remain on the Marketplace, even if a Marketplace App has been previously approved or the Developer has not breached the terms of this Agreement. Developer understands and agrees that Pipedrive shall not be responsible or liable for any claims or damages that Developer might suffer arising from Pipedrive’s decision for any reason not to allow a Marketplace App to be published on the Marketplace or to remove a Marketplace App from the Marketplace. Pipedrive has the right to suspend access to all or any part of the Pipedrive Services, the Marketplace or the App Development Materials, including removing content, at any time, with or without notice, and for any period of time for any purpose or reason.
Developer acknowledges and agrees that (a) the restrictions and trade control compliance representations and warranties in Section 4 of the Terms of Service and (b) the Acceptable Use Policy (as incorporated by reference into the Terms of Service) (collectively, the “Restrictions and Representations”) shall apply to the Apps, the App Development Materials and the Marketplace, including the distribution of any Apps through the Marketplace, in addition to the Pipedrive Services and Pipedrive Materials. Developer shall ensure that all Authorized Developer Users are in full compliance with the Restrictions and Representations. Developer shall promptly (but no later than one (1) day after Developer becomes aware, or should reasonably have been aware) of any violation of the Restrictions and Representations by any of the Authorized Developers. Without limiting any of the foregoing, Developer shall ensure that no Authorized Developer Users takes any action, directly or indirectly, that would cause Pipedrive or any of its Affiliates, or any of their respective officers, directors, employees, or representatives, to violate any Sanctions or Trade Controls (as defined in the Terms of Service).
(a) Distribution. Developer grants to Pipedrive a limited, revocable, non-exclusive, royalty-free, transferable, sublicensable license during the Term to publish the Marketplace Apps that Developer elects to list on the Marketplace. Pipedrive has no obligation to market or otherwise promote any Marketplace App on the Marketplace. Developer reserves all rights in and to the Marketplace Apps except as expressly set forth in this Agreement.
(b) Developer Marks. Developer hereby grants to Pipedrive a limited license during the Term to reproduce, display, perform, distribute copies of, and prepare derivative works of Developer’s Marks with respect to any Marketplace App (collectively, the “Developer Marks”) for the purpose of marketing, distributing, and other promotion of the Developer Apps. Upon request, Pipedrive will modify Pipedrive’s use of the Developer Marks as reasonably requested by Developer.
(c) Pipedrive Marks. Pipedrive hereby grants to Developer a limited, non-exclusive, non- transferrable, non- sublicenceable,revocable license during the Term to reproduce, display, perform and distribute copies of the Pipedrive’s Marks in connection with the marketing, advertisement and promotion of the Marketplace Apps and the integration of the Marketplace Apps with the Pipedrive Services. Developer shall use the Pipedrive Marks in accordance with Pipedrive’ policies regarding the use of the Pipedrive Marks. Notwithstanding the foregoing, any use of the Pipedrive Marks shall be subject to Pipedrive’s prior written approval in each instance.
(a) Pipedrive Intellectual Property Rights. The Pipedrive Services, the Pipedrive Materials, the Marketplace, the App Development Materials, the Marks, and the Documentation and all related Intellectual Property Rights are protected by law and international treaties (the “Pipedrive IP Rights”). All right, title and interest in and to the Pipedrive IP Rights are and will be owned by Pipedrive. Neither Developer nor the Authorized Developer Users have any right, license or authorization with respect to the Pipedrive IP Rights except as expressly set forth in this Agreement, in each case subject to the restrictions in Section 5. All other rights in and to Pipedrive IP Rights are expressly reserved by Pipedrive.
(b) Ownership of Marks.
(c) Feedback. Developer grants to Pipedrive a royalty-free, worldwide, irrevocable, perpetual license to use, publish, edit, translate, distribute, display and incorporate any ratings, comments, suggestions, feedback, improvement requests or other recommendations that Developer provides relating to the Pipedrive Services, the Pipedrive Materials, the Marketplace or the App Development Materials or any other Pipedrive services or products without restriction (“Feedback”). Developer should not submit any Feedback to Pipedrive that Developer does not wish to license to Pipedrive as stated above. Pipedrive has no obligation (i) to maintain any Feedback in confidence; (ii) to pay any compensation for any Feedback; or (iii) to respond to any Feedback.
THE PIPEDRIVE SERVICES, THE PIPEDRIVE MATERIALS, THE MARKETPLACE, THE APP DEVELOPMENT MATERIALS, ANY ADDITIONAL SERVICES AND ANY OTHER SERVICES AND THE DOCUMENTATION PROVIDED BY PIPEDRIVE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND PIPEDRIVE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, MERCHANTABILITY, INFORMATIONAL CONTENT, ACCURACY OF RESULTS, SYSTEMS INTEGRATION, NON-INFRINGEMENT, INTERFERENCE WITH ENJOYMENT OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, PIPEDRIVE MAKES NO WARRANTY OF ANY KIND THAT THE PIPEDRIVE SERVICES, THE PIPEDRIVE MATERIALS, THE MARKETPLACE, THE APP DEVELOPMENT MATERIALS, ANY ADDITIONAL SERVICES AND ANY OTHER SERVICES AND THE DOCUMENTATION PROVIDED BY PIPEDRIVE OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET DEVELOPER’S, ANY OF DEVELOPER’S CLIENTS’ OR ANY OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE, HARDWARE, SYSTEM OR NETWORK) EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. DEVELOPER SHALL NOT AND HAS NO AUTHORITY TO MAKE ANY WARRANTY ON BEHALF OF PIPEDRIVE TO ANY CLIENT CONCERNING THE PIPEDRIVE SERVICES, THE PIPEDRIVE MATERIALS, THE MARKETPLACE, THE APP DEVELOPMENT MATERIALS, ANY OTHER SERVICES OR THE DOCUMENTATION PROVIDED BY PIPEDRIVE.
NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE THAT ARE NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY, CONDITION, REPRESENTATION, OR GUARANTY BY PIPEDRIVE.
Since some jurisdictions do not allow certain limitations or exclusions of warranties, some or all of the limitations and exclusions set forth in Section 9(c) may be held unenforceable. In any such case, Pipedrive disclaims such limitations and exclusion of warranties to the greatest extent permitted under applicable law.
(a) Term. This Agreement will commence on the Effective Data and will continue unless terminated as set forth herein (collectively, the “Term”).
(b) Termination.
(A) A Party may terminate this Agreement if the other Party breaches any material obligation under the terms of this Agreement and fails to remedy the breach within thirty (30) days of receipt of written notice from the non-breaching Party.
(B) Pipedrive may terminate this Agreement immediately upon prior written notice to Developer, (1) if Developer breaches its obligations under Section 6 (Restrictions), Section 8(a) (Pipedrive Intellectual Property Rights), or Section 11 (Indemnification); or (2) if: (x) Developer’s use of the Pipedrive Services, the Marketplace or the App Development Materials is suspected, in Pipedrive’s sole discretion, of illegal activity, (y) requests made by law enforcement, judicial order or other government agencies for such termination, or (z) if Developer’s use of the Pipedrive Services, the Marketplace or the App Development Materials endangers the Pipedrive Services, the Marketplace or the App Development Materials, the property of others or Pipedrive’s website.
(c) Effect of Termination. On the termination of this Agreement for any reason:
(d) Survival. Sections 1, 5, 7, 8, 9(c), 10, 11, 12, 12 and 14 and this Section 9(d) shall survive the termination of this Agreement for any reason.
Developer acknowledges that during the Term, Developer may receive Confidential Information. Developer agrees not to disclose such Confidential Information to any third party or otherwise to use such Confidential Information, directly or indirectly, except in connection with the development of the Apps and the Marketplace, without the prior written consent of Pipedrive. Notwithstanding the foregoing, Developer may disclose the Confidential Information to its employees, contractors and agents who have a need to know in connection with the development of the Apps and the Marketplace and who are subject to terms of confidentiality no less restrictive than set forth in this Section 10; provided that Developer shall be liable for the breach of the terms of this Section 10 by any of its employees, contractors or agents. Developer shall maintain the confidentiality of the Confidential Information with at least the same degree of care that it uses to protect its own most highly confidential information, but in any event, shall use at least commercially reasonable measures to protect the confidentiality of and avoid disclosure of the Confidential Information.
Developer shall indemnify, defend and hold harmless Pipedrive and its Affiliates, and their respective directors, officers, employees and agents (collectively, “Pipedrive Parties”), and each of them, against and from any and all Losses, and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise from any third party, arising out of, or in connection with: (a) Developer’s Apps, (b) Developer’s (or any Authorized Developer User’s) use or misuse of the Pipedrive Services, the Pipedrive Materials, the Marketplace or the App Development Materials, (c) any actual or alleged violation or breach by Developer (or any Authorized Developer User) of this Agreement, (d) the negligence or willful misconduct of Developer (or any Authorized Developer User) or (e) any actual or alleged infringement by Developer of the rights of any third party, including, any Intellectual Property Rights.
(a) No Liability.
(i) Pipedrive shall not be liable to Developer or any Authorized Developer User for any consequences resulting from:
(A) any modifications in this Agreement, modification of the Pipedrive Services, the Pipedrive Materials, the Marketplace, the App Development Materials, the Documentation or any part or element thereof, including, but not limited to, any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Pipedrive Services, the Pipedrive Materials, the Marketplace or the App Development Materials;
(B) deletion of, corruption of, or failure to store any Developer Data;
(C) Developer’s use of the Pipedrive Services, the Pipedrive Materials, the Marketplace or the App Development Materials, by means of web browsers other than those accepted or supported by the Pipedrive;
(D) the application of any remedies against Developer or any Authorized Developer User by Pipedrive; for example, if Developer or an Authorized Developer User has committed a crime or conducted a breach of applicable law by using the Pipedrive Services, the Marketplace or the App Development Materials or any part or element thereof;
(E) the differences between technologies and platforms used for access; for example, if certain features, functions, parts or elements of the Pipedrive Services, the Marketplace or the App Development Materials are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
(F) Pipedrive’s application of the remedies described in this Agreement, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
(ii) In addition, Pipedrive and its Affiliates shall not be liable to Developer for any claim by any Client or any other person, organization, or third party against Developer arising out of Developer’s failure to:
(B) ensure the lawfulness of the Developer Data;
(C) obtain the necessary rights to use the Developer Data or the Client Data in connection with the Marketplace or an App; or
(d) abide by any of the restrictions described in this Agreement.
(b) Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE PIPEDRIVE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, OR THE PIPEDRIVE SERVICES, THE PIPEDRIVE MATERIALS, THE MARKETPLACE OR THE APP DEVELOPMENT MATERIALS, WHETHER IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, EXCEED THE GREATER OF (I) $100 AND (II) THE TOTAL AMOUNTS PAID BY DEVELOPER UNDER THIS AGREEMENT TO PIPEDRIVE FOR ACCESS TO THE MARKETPLACE GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH LIABILITY AROSE UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY IS AN AGGREGATE LIMIT AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE CLAIM OR INCIDENT GIVING RISE TO LIABILITY.
(c) Exclusion of Consequential and Related Damages. IN NO EVENT WILL THE PIPEDRIVE PARTIES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, OR THE PIPEDRIVE SERVICES, THE PIPEDRIVE MATERIALS, THE MARKETPLACE OR THE APP DEVELOPMENT MATERIALS, FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES HOWEVER ARISING.
(d) THE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES IN SECTIONS 13(B) and (C) SHALL APPLY: (I) TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ELSEWHERE; (II) TO ALL CLAIMS IN THE AGGREGATE ARISING UNDER OR RELATING TO IN THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT OR THE PIPEDRIVE SERVICES, THE PIPEDRIVE MATERIALS, THE MARKETPLACE OR THE APP DEVELOPMENT MATERIALS; (III) REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UNDER WHICH THE CLAIM ARISES, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, OR OTHERWISE; (IV) REGARDLESS OF WHETHER PIPEDRIVE HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES; AND (V) REGARDLESS OF IF THE REMEDIES AVAILABLE UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
(e) THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF PIPEDRIVE’S BARGAIN HEREUNDER, AND DEVELOPER ACKNOWLEDGES THAT SUCH PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK.
(f) Since some jurisdictions do not allow certain limitations or exclusions of warranties or liability, some or all of the limitations and exclusions set forth in this Section 13 may be held unenforceable as applied to Developer Parties. In any such case, Pipedrive’s liability shall be limited to the greatest extent permitted under applicable law.
THE TERMS OF SECTION 14 (PIPEDRIVE CONTRACTING ENTITY/ARBITRATION/GOVERNING LAW & JURISDICTION) OF THE PIPEDRIVE TERMS OF SERVICE ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT. ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE GOVERNED BY THE TERMS IN SECTION 14 OF THE TERMS OF SERVICE.
(a) Relationship of the Parties. The Parties will act solely as independent contractors. This Agreement shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between Developer and Pipedrive, and Developer shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. This Agreement is not for the benefit of any third parties.
(b) Severability. If any term, condition or provision of this Agreement is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
(c) Entire Agreement. This Agreement, including the additional terms incorporated herein by reference, are the entire agreement between Developer and Pipedrive regarding Developer’s use of the Pipedrive Services, the Pipedrive Materials, the Marketplace and the App Development Materials and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted. As used in this Agreement, the terms “including,” “include,” and “includes” are not limiting and shall be deemed to be followed by the phrase “without limitation.” Pipedrive’s remedies specified in this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available to Pipedrive at law, in equity, or otherwise.
(d) Modification. Pipedrive reserves the right, in its sole discretion, to modify the terms of this Agreement and its Policies from time to time, without notice. Developer shall remain solely responsible for regularly checking the terms of this Agreement and such Policies for any modifications at https://www.pipedrive.com/en/legal (the “Legal Site”). Modifications to this Agreement will take effect thirty (30) days after posting at the Legal Site (the “Amendment Effective Date”). Developer’s continued use of the Pipedrive Services, the Pipedrive Materials, the Marketplace and/or the App Development Materials after the Amendment Effective Date constitutes Developer’s acceptance of all such modifications. If Developer does not wish to be bound by any such modifications, then Developer must terminate this Agreement for convenience prior to the Amended Date in accordance with Section 9(b)(i).
(e) Assignment. Developer may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer this Agreement or delegate any of its rights and/or obligations under this Agreement without Pipedrive’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, Developer may assign this Agreement without consent upon written notice to Pipedrive: (i) to any credit-worthy entity controlled by, or under common control with Developer that assumes all of Developer’s obligations under this Agreement in writing; or (ii) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of Developer provided the surviving entity is credit worthy and assumes all of Developer’s obligations under this Agreement in writing. The notice of assignment must include the name and contact information of the assignee. Pipedrive may freely assign or transfer this Agreement or delegate any of its rights and/or obligations under this Agreement without restriction.
(f) No Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise expressly set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(g) Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (i) personal delivery, (ii) upon receipt if mailed, or (iii) except for notices of termination or an indemnifiable claim, which shall clearly be identifiable as “Legal Notices”, upon receipt if emailed. All other notices to Developer will be addressed to the Developer system administrator designated by Developer in writing or will be provided using banners or pop-ups within the Pipedrive Services or the App Development Materials.
(h) Force Majeure. In no event shall Pipedrive be liable, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Pipedrive’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, electrical or internet interruption, cyber-attacks, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo (each, a “Force Majeure Event”).
(i) Export Control. The Pipedrive Services, the Pipedrive Materials, the Marketplace, the App Development Materials and technical data may be subject to U.S. export control laws and regulations, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import laws and regulations. Developer agrees to strictly comply with all such laws and regulations and shall, at its own expense, procure all licenses and other permits, pay all tariffs, customs charges, duties and similar fees, and take all other actions and strictly comply with all applicable laws and regulations required to accomplish the export, re-export and import of Pipedrive Services, the Pipedrive Materials and the Marketplace, the App Development Materials.
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