Channel Partnership Agreement

This Channel Partnership Agreement (“Agreement”) contains the complete terms and conditions of the agreement between you (“Partner”) and Pipedrive Inc. (“Pipedrive” or “Company”), a company established and existing under the laws of the State of Delaware in the United States of America and maintaining its principal place of business at 460 Park Ave South, New York, NY 10016, USA regarding your participation in the Pipedrive Channel Partner Program (the “Program”).

1. Objectives and Types of Partner

1.1 The objective of Partner in the context of this Agreement is to find prospective clients (“Client”) for the Pipedrive services.

1.2 Types of Partner

1.2.1 Affiliate: Where Partner refers a Client to Pipedrive and, without any further involvement from Partner, that Client enters into an agreement with Pipedrive for the use of the Pipedrive services as defined in the Terms of Service (https://www.pipedrive.com/en/terms-of-service) (the “Services”), then (i) such Client shall be referred to as a “Referral,” (ii) Partner shall be deemed an Affiliate and (iii) the terms of Appendix A-1 shall be incorporated herein.

1.2.2 Premier Solution Provider: Partner sells Pipedrive Services, Client enters into an agreement with Pipedrive for the use of the Pipedrive Services as defined by the Terms of Service (https://www.pipedrive.com/en/terms-of-service), then (i) such Client shall be referred to as a Channel Partner Account, (ii) Partner shall be deemed a Premier Solution Provider and (iii) the terms of Appendix A-2 shall be incorporated herein.

1.2.3 Elite Solution Provider: Where Partner resells the Pipedrive Services as defined in the Terms of Service (https://www.pipedrive.com/en/terms-of-service to its customers (“Partner Customers”), then (i) such Client shall be referred to as a Channel Partner Account, (ii) Partner shall be deemed an Elite Solution Provider and (iii) the terms of Appendix A-3 shall be incorporated herein.

For clarity, Partners may support multiple Partner types and can choose to transact business under either type, receiving the compensation respective to how the transaction was supported. For example, an Elite Solution Provider may also be an Affiliate Partner and when such Partner acts as an Affiliate for a transaction, that transaction will be compensated under the Affiliate terms. However, a Partner may not transact as a Partner Type if such Partner does not qualify for and have been accepted to that Partner Type. For example, Affiliate Partners may not act as a Premier Solution Provider.

If a Partner does not meet the qualifications for a given partner type they desire to hold, Pipedrive, at is sole discretion, can reduce the partner to a lower level partner type or terminate the relationship. Pipedrive will review each Partner’s qualifications at the end of each calendar year.

2. General Terms and Conditions

2.1 Company Ownership

Partner acknowledges the Company’s right, title and interest in and to the Company Marks (as defined below) and the Pipedrive Services and acknowledges that nothing herein will be construed to accord to Partner any rights in the Company Marks or the Service except as expressly provided herein. The Partner acknowledges that, except as expressly provided herein, its use of the Company Marks or the Pipedrive Services will not create for Partner any right, title or interest in the Company Marks or the Pipedrive Services and that all use of the Company Marks and the goodwill symbolized by and connected with such use of the Company Marks will inure solely to the benefit of the Company. Partner covenants that (i) it will not at any time challenge the Company’s rights, title, or interest in the Company Marks or the Pipedrive Services (other than to assert the specific rights granted to 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 Company Marks or the Pipedrive Services other than the specific rights conferred by this Agreement. Partner agrees that upon expiration or termination of the Agreement, it will immediately stop using the Company Marks.

2.2 Restrictions

Partner shall not do or attempt to do, and shall not permit any of its Clients or any third party to do, any of the following with respect to any or all of the Services: (a) use them to provide services for or on behalf of any third party, or commercially exploit them in any way, including by operating as a service bureau, by time-sharing, or other multiple user basis, or by framing or mirroring any part of them; (b) sell, resell, assign, sublicense, rent, lease, loan, provide, copy, reproduce, distribute, redistribute, license, sublicense, transfer, publish, make available, or otherwise transfer any of them; (c) use them in any manner that competes with the Company, such as to build a competitive product or service or otherwise modify them or create derivative works or make derivative works based on them, including to build a product or service using any similar ideas, features, functions or graphics of them or to copy or modify any or all of them; (d) use any security testing tools in order to probe, scan or attempt to penetrate or ascertain their security, or to otherwise engage in denial of service attacks; (e) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm them, including any Company system, in any manner, or the Company’s provision of Services to any third party, in whole or in part; (f) use them for purposes of monitoring their availability, performance or functionality, or for any other benchmarking, comparison or competitive purpose; (h) disclose or publish any result of their performance; (i) modify, reverse engineer, adapt, translate, decompile or otherwise derive their source code; (j) use any software in connection with them that may require any or all of them, or other intellectual property of the Company or its third party suppliers or licensors, to be disclosed or distributed in source code form, made available free of charge to recipients, or modifiable without restriction by recipients; (k) remove, modify or obscure any proprietary notices, labels or marks in or on any or all of them; (l) use the Services in a way which knowingly violates the best practices then published by the Company or (m) use them in a manner inconsistent with this Agreement, or in a manner that is contrary to applicable law, including privacy and export laws.

2.3 Term

2.3.1 The initial term of this Agreement shall commence on the date hereof and shall continue for one (1) year from the Effective Date (“Initial Term”) unless terminated earlier by either party as provided for below. Following expiration of the Initial Term, this Agreement shall renew automatically for successive terms of one (1) year each, unless and until a party provides to the other written notice of not less than thirty (30) days prior to the end of the then-current term, stating that such party does not intend to renew this Agreement beyond the then-current term.

2.3.2 Either party may terminate the Agreement immediately if:

1. the other party is adjudicated bankrupt or insolvent;
2. the other party files a petition under the bankruptcy or insolvency laws of any jurisdiction or has a receiver, trustee or similar officer appointed over all or a substantial part of its assets; or
3. the other party is in material breach of any term, provision, representation or warranty contained in this Agreement, which breach is not cured in thirty (30) days of receipt of notice of such breach, or immediately in the event that any such breach is not subject to cure.

2.3.3 In addition, upon expiration of the Initial Term, either party may terminate this Agreement at any time upon no less than thirty (30) days’ prior written notice to the other party.

2.3.4 Any Section which, by its nature, is intended to survive the expiration or termination of this Agreement including, without limitation, the provisions governing audit rights, confidentiality, and indemnification will survive the termination of this Agreement in accordance with their respective terms. Termination of this Agreement does not absolve Partner of payments due to the Company for amounts earned prior to the termination of the Agreement. No refunds or other payments related to the termination of this Agreement will be made by the Company to Partner in the event of a termination of the Agreement in accordance with the terms of this Section.

2.4 Trademarks, Marketing and Publicity

2.4.1 All trademarks, service marks, trade names, logos or other words or symbols identifying the Service or the Company’s business (the “Company Marks”) are and will remain the exclusive property of the Company. Partner acknowledges and agrees that the Company is the owner and/or licensee of the Company Marks and that all goodwill arising of the Partner’s use of the Company Marks pursuant to this Agreement shall inure to the Company. Partner may use the Company Marks which relate to the Service on promotional materials for such Service, subject to the Company’s prior written consent. Partner shall not acquire any right to or interest in any Company Marks. Partner shall not at any time or in any way indicate ownership of or any right in the Company Marks and shall not contest the right of the Company and its affiliates to the use of any of the Company Marks.

2.4.2 Partner agrees to actively promote and market the Service to its customers, including by conducting marketing and advertising campaigns to its customers. The advertising and marketing materials and documents of Partner in relation to the Service (the “Service Marketing Materials”) must be approved by the Company before the Partner can use them. The Partner shall withdraw any Service Marketing Materials which the Company has justified reasons to consider that are not appropriate and/or adversely affect the image or reputation of the Company or the Service. In addition, in the event the Company conducts any marketing or advertising campaigns with respect to its relationship with the Partner, such advertising and marketing materials that referred to the Partner must be approved by the Partner before the Company can use such materials.

2.5 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.

2.6 Taxes

2.6.1 Partner shall be solely responsible for determining whether:

1. Partner or Pipedrive is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the commissions paid to Partner, as applicable, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Pipedrive, as appropriate; and
2. Pipedrive is required by applicable law to withhold any amount of the commissions and for notifying Pipedrive in writing of any such requirement. Partner agrees to fully indemnify Pipedrive against any claims that may be asserted against Pipedrive or any losses Pipedrive may incur in the event Partner fails to notify Pipedrive of such requirement (including penalties and interest).

2.6.2 In the event of an audit of Pipedrive, Partner agrees to promptly cooperate with Pipedrive and provide copies of Partner’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing the Partner is engaging in an independent business.

2.7 Personal Data

2.7.1 Pipedrive is not obliged to share with Partner any of the personal data of the Referred Clients (or any natural persons representing the Clients or providing services or work for them) who have executed an agreement with Pipedrive.

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

2.7.3 Pipedrive will permanently delete Partner’s personal data related to the Partner account within thirty (30) days upon termination of this Agreement.

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

2.7.5 Personal data collected in the Program signup form from 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.

2.7.6 Partners will be responsible for ensuring that they have obtained the appropriate consent from potential Referred Clients to process and store their data; and in addition, to inform the potential Referred Clients that their data will be provided to Pipedrive and processed and stored in accordance with Pipedrive’s Privacy Policy.

2.8 Materials

2.8.1 Pipedrive may make available to you a variety of sales and marketing materials such as logos, brochures, banners, photos, etc. (“Materials”), which are subject to the terms and conditions hereof. In utilizing the Materials, Partner agrees that Partner:

1. may use the Materials only for the purposes of performing your obligations under this Agreement;
2. will not modify, alter or otherwise change the Materials without Pipedrive’s prior written consent;
3. will cooperate fully with Pipedrive in order to maintain the Materials; and
4. will use only the Materials which are provided by Pipedrive or expressly approved by Pipedrive in advance of any such use.

2.8.2 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 to Partner ownership thereof. All goodwill symbolized by and connected with such use of the Materials will inure solely to the benefit of Pipedrive.

2.9 Limitation of Liability

2.9.1 Pipedrive and any of its officers, directors, employees, shareholders or agents of any of them shall not be liable to Partner for any amount or kind of loss or damage that may result to 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 the Program.

2.9.2 If Partner’s use of Material provided under this Program results in the need for servicing, repair or correction of equipment, software or data, Partner assumes all costs thereof.

2.9.3 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 Partner in the twelve (12) month period immediately prior to the period giving rise to such Claim.

2.10 Miscellaneous

2.10.1 This Agreement shall become effective as of sign-up to the Program and will end when terminated by either party. Either you or Pipedrive may terminate the Partner Agreement at any time in its sole discretion, without cause, by giving the other party a notice of termination at least thirty (30) days in advance. Notice by e-mail, to your address on the Pipedrive records, is considered sufficient notice to terminate the Partner Agreement. Upon termination of the Partner Agreement, Pipedrive will pay to the Partner any legitimate outstanding commissions, as applicable. In addition, unless Pipedrive has terminated the Agreement as a result of Partner’s breach of the Agreement, in which case, Pipedrive shall have no obligation to pay commissions accrued after the termination of Partner Agreement, Pipedrive shall pay any commissions due, as applicable, for up to twelve (12) months following termination of the Agreement.

2.10.2 Pipedrive reserves the right to terminate the Partner Agreement with immediate effect with any Partner who Pipedrive reasonably believes has violated this Agreement or applicable laws. Such violating Partner shall not be entitled to any accrued and unpaid commissions.

2.10.3 Pipedrive may terminate this Agreement (i) with an Affiliate if the Affiliate has not made a Referral within sixty (60) days of joining the Program, and (ii) with a Premier Solution Provider or Elite Solution Provider, if such Partner has not successfully completed the required certifications as provided for in the applicable Appendix.

2.10.4 Regardless of the termination cause, if the Partner is using a free demo or a royalty free account provided by Pipedrive for internal use, testing purposes or demonstrating Pipedrive Services to Clients, it will be converted into a trial account upon termination of the Agreement. The foregoing conversion into a trial account may result in additional fees for the Partner.

2.10.5 Partner and Pipedrive are independent contractors, and nothing in this Partner Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Partner has no authority to represent or act on behalf of Pipedrive, including to make or accept any offers or representations or payments on Pipedrive`s behalf.

2.10.6 Pipedrive reserves the right to update and change the terms of this Agreement from time to time with thirty (30) days’ prior notice via email. Any amendments, modifications, enhancements or changes to the Program including the release of new features and resources made available by Pipedrive from time to time shall be subject to these terms. Continued participation in the Program after any such changes shall constitute your consent to such changes. You can review the most current version of this Agreement at any time at: pipedrive.com/en/partner-agreement . In the event you do not consent to such changes and instead elect to terminate this Agreement, then provided you are not in breach of the Agreement at the time of termination, Pipedrive shall pay you any commissions based on the terms in effect immediately prior to your termination.

2.11 Applicable law and jurisdiction

2.11.1 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 Partner and Pipedrive, any dispute arising out of or relating to the Partner Agreement, or the breach thereof, shall be governed by the terms set forth in Section 2.11.2 below.

2.11.2 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 Partner Agreement shall be resolved by binding arbitration, as further specified below:

1. 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.
2. Notwithstanding the contents of Section 2.11.2.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.
3. 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.
4. 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 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.
5. Fees. In the event that you commence arbitration in accordance with the 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.
6. 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.
7. 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.
8. Enforceability. If the entirety of this Section 2.11.2 is found to be unenforceable, then the entirety of this Section 2.11.2 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 Partner confirms that it has reviewed this Pipedrive 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.

APPENDIX A-1

AFFILIATE TERMS

Qualifications and Certifications

None

Compensation

Affiliates shall be paid a commission equal to thirty-three percent (33%) of the monthly revenue received by Pipedrive from a Referral for up to a maximum of twelve (12) months. Thereafter, no additional commissions will be paid to the Affiliate, even if the Referral renews its subscription for the Pipedrive Services.

Pipedrive tracks changes to subscriptions on a daily basis to take into consideration any changes to the Program. At the end of each month, Pipedrive will pay the Affiliate for the exact amount of days that the customer has been in paying status. If the amount accrued on a daily basis exceeds at least $50.00, Pipedrive will remit payment by the 15^th day of the following month. If the amount accrued on a daily basis does not exceed $50.00, the funds will accrue and be paid to the Affiliate once the amount accrued on a daily $50.00.

Pipedrive shall have no responsibility for determining, remitting, or withholding any taxes applicable to the commissions paid to the Affiliate.

APPENDIX A-2

PREMIER TERMS

Qualifications and Certifications

Support Functions: Premier Solution Providers should have roles that support the following functions:

• Sales
• Engineering
• Support and
• Account Management

A dedicated headcount for each function is not required as employees that support multiple functions will be considered.

Minimum Training Requirements: Premier Solution Providers must have at least one person that has completed the Pipedrive sales certification and one person that has completed the Pipedrive technical certification. New Partners have up to six (6) months to complete the training. All Premier Solution Providers are responsible for ensuring they maintain the required training and that any certifications are current. Partners are expected to recertify their resources prior to an expiration of a certification. Once a certification has expired the Partner must complete a new certification within 30 days. If Partner loses a certification due to attrition, the Partner must complete a new certification within 90 days of hiring a replacement resource.

Tier 1 Support: Premier Solution Providers are required to provide Tier 1 support. Tier I support is responsible to gather the Channel Partner Account’s information and to determine the Channel Partner Account’s issue by analyzing the symptoms and figuring out the underlying problem. Only Pipedrive product related issues will be escalated to Pipedrive. The Premier Solution Provider is responsible for resolving any issue related to how they implemented or configured Pipedrive.

Account Management: Premier Solution Providers are required to provide ongoing account management with a Channel Partner Account. Account management includes initial onboarding of the Channel Partner Account, regular check-ins with the Channel Partner Account to ensure their satisfaction and to discover unmet needs, and to manage all renewals.

Minimum Number of Seats Sold Per Year: Premier Solution Providers must make a best effort to sell at least 50 seats per calendar year. A new seat is a new unique user, not an add-on to an existing user’s seat. This target will be pro-rated for new Premier Solution Providers based on when they start within a calendar year.

Business Plan: All Premier Solution Providers are required to complete a business plan, collaborating with their assigned channel sales manager. The business plan outlines the go-to-market strategy that will be utilized to meet or exceed the minimum annual seats targeted, defines KPIs for the relationship, and defines the requirements to enable the plan.

Periodic Plan Reviews: All Premier Solution Providers are required to have annual reviews of their business plan with their assigned channel sales manager to ensure that goals and objectives are being met, and adjustments are being made to the plan as needed.

Compensation

Upon closing a new sale and for the first 12 month, Premier Solution Providers shall be paid a base commission equal to ten percent (10%) of the monthly revenue received by Pipedrive from a Channel Partner Account, and an additional ten percent (10%) of monthly revenues if the Premier Solution Provider independently sourced the lead that results in the sale to the Channel Partner Account. In addition, after the first 12 months have completed, for so long as this Agreement is in place, Premier Solution Providers will be entitled to a commission of twenty percent (20%) on all Channel Partner Account renewals.

Explanations

Determining Sales Commissions: There are two (2) components to the new sale compensation. The new sale commission is applicable for the first twelve (12) months of the subscription, regardless if the subscription is annual or monthly. The total compensation is based on the sum of both components:

• Base Compensation: This is the compensation that all Premier Solution Providers will receive for supporting a new sale, regardless of who sources the lead.
• Partner Sourced Lead Compensation: This is the compensation that all Premier Solution Providers will receive if they independently sourced the lead and registered it properly with Pipedrive. If the Premier Solution Provider did not source the lead or did not properly register the lead, they will not receive this compensation.
• Renewal Compensation: This is the compensation a Premier Solution Provider will receive at each renewal. In cases where the Channel Partner Account is a monthly subscription that renewal compensation will apply after the first 12 months of the subscription have been completed.

Pipedrive tracks changes to subscriptions on a daily basis to take into consideration any changes to the Program. At the end of each month, Pipedrive will pay the Premier Solution Provider for the exact amount of days that the customer has been in paying status. If the amount accrued on a daily basis exceeds at least $50.00, Pipedrive will remit payment by the 15^th day of the following month. If the amount accrued on a daily basis does not exceed $50.00, the funds will accrue and be paid to the Premier Solution Provider once the amount accrued on a daily $50.00.

Pipedrive shall have no responsibility for determining, remitting, or withholding any taxes applicable to the commissions paid to the Premier Solution Provider.

Termination

Upon termination of this Agreement, a Premier Solution Provider’s customers shall continue to be able to access and use the Pipedrive Service for the duration of the term of their license. Upon termination of this Agreement, Pipedrive may, in its discretion, contact the Premier Solution Provider’s customers directly to convert such customers to customers of Pipedrive.

APPENDIX A-3

ELITE REQUIREMENTS

Qualifications and Certifications

Support Functions: Elite Solution Providers should have roles that support the following functions:

• Sales
• Engineering
• Support and
• Account Management
• Marketing
• Project Management

A dedicated headcount for each function is not required as employees that support multiple functions will be considered.

Minimum Training Requirements: Elite Solution Providers must have at least two persons that have completed the Pipedrive sales certification and at least two persons that have completed the Pipedrive technical certification. New Partners have up to six (6) months to complete the training. All Elite Solution Providers are responsible for ensuring they maintain the required training and that any certifications are current. Partners are expected to recertify their resources prior to an expiration of a certification. Once a certification has expired the Partner must complete a new certification within 30 days. If Partner loses a certification due to attrition, the Partner must complete a new certification within 90 days of hiring a replacement resource.

Tier 1 Support: Elite Solution Providers are required to provide Tier 1 support. Tier I support is responsible to gather the customer’s information and to determine the customer’s issue by analyzing the symptoms and figuring out the underlying problem. Only Pipedrive product related issues will be escalated to Pipedrive. The Elite Partner is responsible for resolving any issue related to how they implemented or configured Pipedrive.

Account Management: Elite Solution Providers are required to provide ongoing account management with a customer. Account management includes initial onboarding of the customer, regular check-ins with the customer to ensure their satisfaction and to discover unmet needs, and to manage all renewals.

Minimum Number of Seats Sold Per Year: Elite Solution Providers must make a best effort to sell at least 200 seats per calendar year. A new seat is a new unique user, not an add-on to an existing user’s seat. This target will be pro-rated for new Elite Solution Providers based on when they start within a calendar year.

Business Plan: All Elite Solution Providers are required to complete a business plan, collaborating with their assigned channel manager. The business plan outlines the go-to-market strategy that will be utilized to meet or exceed the minimum annual seats targeted, defines KPIs for the relationship, and defines the requirements to enable the plan.

Periodic Plan Reviews: All Elite Solution Providers are required to have quarterly reviews of their business plan with their assigned channel manager to ensure that goals and objectives are being met, and adjustments are being made to the plan as needed.

Discounts

Elite Solution Providers are eligible to purchase Pipedrive Services at a discount off of Pipedrive’s list price for the express purpose to resell the licenses. Elite Solution Providers are free to establish their own pricing for Pipedrive Services with their customers. The amount of the discount is explained below: