Pipedrive Terms of Service

2. MODIFICATIONS TO TERMS

Pipedrive reserves the right, at its sole discretion, to change, modify, add, or remove any portions of the Terms from time to time. Notification of such modifications may be posted on or through the Platform or the Pipedrive Services. Client’s continued use of the Pipedrive Services constitutes its acceptance of these Terms and any modifications as they arise.

3. PIPEDRIVE SERVICES

3.1 Use of the Pipedrive Services

Subject to these Terms and any applicable Supplemental Terms, and the payment of the applicable Fee, Pipedrive grants Client and its Users a non-exclusive, non-transferable, non-sublicensable license to use the Pipedrive Services to:

1. collect, store and organize Client Data;

2. modify and delete Client Data; and

3. customize the standard Features or functionality of the Pipedrive Services.

3.2 Modifications to Pipedrive Services

Pipedrive reserves the right to modify the Pipedrive Services or any part or element thereof from time to time without prior notice, including, without limitation:

1. rebranding, repackaging or repricing (including any adjustments to current Fees which will be applicable at the next Plan renewal date) the Pipedrive Services at its sole discretion;

2. ceasing providing or discontinuing the development of any particular Pipedrive Service, Feature or part or element of the Platform, temporarily or permanently;

3. taking such action as is necessary to preserve Pipedrive’s rights upon any use of the Pipedrive Services that may be reasonably interpreted as violation of Pipedrive’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, Client may be notified of such modifications when logging in to the Account.

If the Client does not accept a modification, Client shall notify Pipedrive or Reseller (if Client purchased access to the Pipedrive Services from a Reseller) before the effective date of the modification, and Client’s Account will terminate on the effective date of the modification. However, Client’s continued use of the Pipedrive Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Pipedrive shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Pipedrive Services, or any part or element thereof.

3.3 Credentials

Client is responsible for maintaining the confidentiality of all Credentials and is solely responsible for all activities that occur with such Credentials. These Credentials must not be shared or used by multiple persons, but may be reassigned to a new User replacing a former User who has terminated employment (or otherwise changed job function) and who no longer uses Pipedrive Services. Pipedrive reserves the right to terminate any User’s Credentials that Pipedrive reasonably determines may have been used by an unauthorized third party or in an unauthorized manner, as solely determined by Pipedrive, and will provide immediate notice of such termination to Client.

Client must promptly notify Pipedrive:

1. of any actual or suspected, disclosure, loss or unauthorized use of any Credentials;

2. of a User’s departure from the Client’s organization;

3. of a change in a User’s role in the Client’s organization; or

4. of any termination of a User’s right for any reason.

3.4 Changing Plans

Client may upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the Pipedrive. In such an event, the Client’s credit card on file with the Pipedrive will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan. If the Client elects to upgrade their Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the upgraded Plan. If, after the commencement of a Plan Term, Client elects to downgrade their Plan, this may cause the loss of Features, functionality, capacity of the Account, as well as the loss of Client Data. No refund of any prepaid or outstanding Fees will be provided to the Client for the price difference between Plans in the event the Client elects to downgrade after the commencement of a Plan Term.

3.5 Administration of Client’s Account

Client acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the Pipedrive Services. Client may specify a User to be the billing owner and, depending on the Plan, one or more Users to be an Administrator to manage its account, and Pipedrive is entitled to rely on communications from an Administrator when servicing Client’s Account. Client’s Administrator(s) may have the ability to access, monitor, use, and/or export Customer Data.

3.6 Technical Support

Pipedrive shall provide reasonable technical support to Client and its Users via the following options as outlined below, as soon as reasonably possible.

Pipedrive Community & Knowledge Base - available to all Users

Chat - available to all Users, via their Pipedrive Account

Phone - Users on certain Plans can request a call back from support via their Pipedrive Account

If you are having trouble logging in or don’t have a Pipedrive Account, you can reach out to us at [email protected].

Notwithstanding the foregoing, for any Pipedrive Services purchased from a Reseller, the first-line technical support will be provided by the Reseller and not by Pipedrive.

3.7 User Verification

Client understands and agrees that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User. In the event that the Client loses access to an Account or otherwise requests information about an Account, we reserve the right to request from the Client any verification we deem necessary before restoring access to or providing information about such Account.

3.8 Features

Pipedrive may, from time to time, make Features available through the Pipedrive Services, and which may be subject to Supplemental Terms. The Client's use of any such Feature is subject to any applicable Supplemental Terms.

3.9 Free Trial

A new Client may be entitled to a Free Trial and is not required to provide any credit card information during the Free Trial period. Upon expiration of the Free Trial period, the Account will be automatically deactivated. In order to prevent deactivation, or to reactivate the Account, Client is required to select a Plan and pay the Plan’s first payment interval Fee. If the Client does not pay the first payment interval Fee within 2 weeks of the expiry of the Free Trial period, Pipedrive has the right to permanently delete the Account, including all Client Data therein. In addition to the current collection of Plans, Pipedrive may offer special discounts and promotions, from time to time, at the Pipedrive’s sole discretion which may be subject to additional terms and conditions.

3.10 Beta Services

Pipedrive may offer Clients certain Features for the purpose of testing and evaluation called Beta Services. Pipedrive reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services, with or without notice to the Client. The Client agrees that the Pipedrive will not be liable to the Client or to any third party for any harm related to, arising out of the Client's use of the Beta Services, or caused by the modification, suspension or discontinuance of any of the Beta Services, for any reason. For AI Beta Services the Pipedrive AI Beta Services Terms available here also apply.

3.11 Non-Pipedrive Applications

Pipedrive or third parties may make available third-party non-Pipedrive applications via Marketplace. If Client elects to procure a non-Pipedrive application, the terms and conditions regarding its use or receipt of the non-Pipedrive application are between Client and the provider of those non-Pipedrive applications and any exchange of data between Client and such third party provider is solely between Client and the applicable provider. Any questions, concerns or disputes that arise based on Client’s use of non-Pipedrive applications should be addressed with the provider of such non-Pipedrive application and not with Pipedrive. Pipedrive does not warrant, or support non-Pipedrive applications, whether or not they are designated by Pipedrive as “certified” or otherwise. Pipedrive is not responsible for any disclosure, modification or deletion of Client Data resulting from access by such non-Pipedrive application or its provider.

Integration with Non-Pipedrive Applications. Pipedrive Services may contain Features and functionality designed to interoperate with non-Pipedrive applications. However, Pipedrive cannot guarantee the continued availability of such Features, or functionality, and may cease providing them without notice and without entitling Client to any refund, credit, or other compensation, if for example and without limitation, the provider of a non-Pipedrive application ceases to make the non-Pipedrive application available for interoperation with the corresponding Features or functionality in a manner acceptable to Pipedrive.

4. RESTRICTIONS

4.1 Prohibited Activities

Client and its Users may use the Pipedrive Services, and any part or element thereof, only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:

1. use the Pipedrive Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;

2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Pipedrive Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Pipedrive is not permitted by that applicable law to exclude or limit the foregoing rights;

3. provide false, inaccurate or misleading information;

4. act in a manner that is defamatory, trade libelous, threatening or harassing to Pipedrive; or

5. use the Pipedrive Services or any part or element thereof unless it has agreed to be bound to these Terms.

4.2 Uses Requiring Pipedrive Consent

The Client or any User may not, without Pipedrive’s prior express written consent:

1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant access or make the Pipedrive Services available, in whole or in part, to any third persons, unless such third person is a User of the same Client; or

2. use the Pipedrive Services, or any part or element thereof, in a scope, with means or for purposes other than those for which their functionality was intended.

4.3 Trade Control Compliance

The Client, any User, Reseller, or agent (“Third Party”) hereby represents, warrants, covenants, and agrees that, with respect to the Pipedrive Services:

1. Third Party has complied and shall comply with, and shall cause its directors, officers, employees, and agents to comply with the United States, European Union, and any other applicable foreign economic, trade, and financial sanctions laws and regulations, including economic and trade sanctions administered by the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the US Department of State (collectively, “Sanctions”), and US, EU and applicable foreign laws and regulations pertaining to export controls, including those administered by the US Departments of Commerce and State (collectively, “Trade Controls”).

2. Third Party shall take no 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.

3. Neither the Third Party nor any of its officers or directors, employees, and any agents or other representatives acting on their behalf (i) has been or is designated on any Sanctions- or export-related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons or OFAC’s Sectoral Sanctions Identifications List, (ii) is located in, organized under the laws of, or resident in any country or territory that is itself the subject of any sanctions or embargoes by any governmental authority, including, but not limited to, Cuba, Iran, Syria, North Korea, Venezuela and the Donetsk, Luhansk, Zaporizhzhia, Kherson and Crimean Region of Ukraine, (iii) is or has been greater than 50% owned or controlled by any person or persons described in clause (i) or (ii) (collectively with (i) and (ii), a “Restricted Person”), or (iv) has or will provide the Pipedrive Services to any persons described in clauses (i)-(iii).

4. Third Party will promptly notify Pipedrive if Third Party or any personnel employed by or affiliated with Third Party: (i) commits any actual or potential breach of Sanctions or Trade Controls in relation to the Pipedrive Services, or (ii) becomes a Restricted Person.

5. Pipedrive, in its sole discretion, shall have the right to immediately terminate the access to, or use of the Pipedrive Services without notice or liability to Third Party, if Third Party, or any person employed by or affiliated with Third Party, takes any action in violation of the provisions described in this Section 4 or if Pipedrive determines, in its sole discretion, that the Third Party’s continued use of the Pipedrive Services could violate Sanctions or Trade Controls.

4.4 Take Down

Pipedrive endeavors to comply with all laws, including the US Digital Millennium Copyright Act, and reserves the right to remove any Client Data from the Platform upon receipt of a compliant takedown notice, including any judicial orders or notices.

5. PIPEDRIVE’S RESPONSIBILITIES

5.1. Provision of Pipedrive Services

Pipedrive will (a) make the Pipedrive Services, Content and Client Data available to Client pursuant to these Terms, (b) provide support as outlined in Section 3.6 for the Pipedrive Services to Client at no additional charge, (c) use commercially reasonable efforts to make the Pipedrive Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Pipedrive shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Pipedrive’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, strike or other labor problem, Internet service provider failure or delay or denial of service attack. Pipedrive may use Sub-processors to perform the Pipedrive Services. Pipedrive will make commercially reasonable efforts to ensure that data transfers to Sub-processors meet requirements applicable to Clients’ processing of Client Data and will provide information on such data transfers in these Terms for Client’s consideration. For additional information regarding such transfers with Sub-processors, please see Pipedrive’s Privacy Notice and current list of Sub-processors.

5.2. Protection of Client Data

Pipedrive will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing unauthorized access, use, modification or disclosure of Client Data. Additionally, Pipedrive shall only access, use, modify or otherwise disclose of Client Data: (a) to provide the Pipedrive Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.6 (Compelled Disclosure) below, (c) as Client or User expressly permits in writing.

6. FEES/PAYMENT

The provisions of this Section 6 are applicable only if Client accesses the Pipedrive Services directly from Pipedrive. If Client purchases access to the Pipedrive Services through a Reseller, any payment terms shall be set forth in Client’s agreement with such Reseller.

The use of the Pipedrive Services, which is not via a Free Trial, is subject to a Fee. Upon sign-up of an Account, Client must select a Plan. Different rates apply to different Plans. The applicable Fee is charged in advance on a monthly, or annual basis. Pipedrive reserves the right to modify the Fees for any Plan, in its reasonable discretion, at any time after the commencement of the Plan Term, upon at least one month’s prior notice to Client, provided that any such modification will not take effect until the start of any Plan immediately following the Plan Term in which Pipedrive provided Client with notice of the modification.

Client authorizes Pipedrive to automatically charge Client the applicable Fees on or after the Renewal Date unless the Plan has been terminated or canceled in accordance with these Terms. If a Client wishes to reduce the number of Users, it must do so prior to the Renewal Date. Clients may cancel their Plan anytime as outlined below, however must do so prior to the Renewal Date in order to avoid billing of the next Plan Term’s Fees. If Client chooses to cancel its Plan during the Plan Term, Client may use the Service until the end of Client’s then-current Plan Term, but will not be issued a refund for the most recently (or any previously) charged Fees.

All Fees are non-refundable. For purposes of clarity, there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, deactivated the Account or terminated these Terms during an ongoing payment interval, or where an Account is terminated or suspended by Pipedrive in accordance with Section 13.

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.

In the event the Client does not pay all Fees due within 29 days of invoice date, Pipedrive will suspend all access to the Client Account. Client will have 180 days to provide an authorized payment method to reactivate a subscription and their Account, otherwise Pipedrive has the right to permanently delete the Account, including all Client Data therein.

6.1 Payment Card Authorization

Pipedrive Inc. and its Affiliates may seek pre-authorization of Client’s payment card account prior to its purchase of Pipedrive Services in order to verify that the payment card is valid and has the necessary funds or credit available to cover any purchase. Client agrees to approve such card pre-authorization and to pay any amounts for a Plan described on the Web Site, and authorizes Pipedrive to charge all Fees to such card account. Client agrees to provide Pipedrive updated information regarding its payment card account upon Pipedrive’s request and any time the information earlier provided is no longer valid.

6.2 Direct Debit Payments

If Client agrees, Pipedrive may elect that Client complete a bank debit mandate to enable bank debit payments. In such cases, Pipedrive shall comply with all applicable national rules and regulations related to direct debit payments.

6.3 Payment Service Providers

Pipedrive uses GoCardless to process Client’s bank debit payments. More information on how GoCardless processes Client’s personal data and Client’s data protection rights, including Client’s right to object, is available at gocardless.com/legal/privacy/.

6.4 Electronic Invoice

If Pipedrive has not sought pre-authorization of Client’s payment card, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice.

6.5 Late Payment Charges

Upon delay with any payments, Pipedrive may require the Client to pay interest on the delay (penalty for late payment) for the period that such payment is overdue. The interest rate for late payment due shall be 1% per month or the maximum allowed by local law, whichever is higher.

6.6 Right to Offset

In addition to other rights and remedies Pipedrive may have, if legally permitted to do so, Pipedrive may offset any payment obligations to Client that Pipedrive may incur under the Terms against any fees owed to Pipedrive and not yet paid by Client under the Terms, or any other agreement between Client and Pipedrive.

7. CLIENT DATA/SENSITIVE INFORMATION

7.1 Rights to Client Data

In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize Pipedrive to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to its Client Data in a manner consistent with the intended Features of the Pipedrive Services and these Terms, and to grant the rights and license set forth in these Terms, and (ii) Client Data, or Pipedrive’s or any Pipedrive’s licensee’s use of such Client Data pursuant to these Terms, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require the obtaining of a license from or paying any fees and/or royalties by Pipedrive to any third party for the performance of any Pipedrive Services which Client has chosen to be performed by Pipedrive or for the exercise of any rights granted in these Terms, unless Client and Pipedrive otherwise agree.

7.2 Uploading Client Data to Pipedrive Services

Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Pipedrive Service. If Client uploads Client Data to the Pipedrive Services, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or their respective owners (including Users, persons and organizations), whether posted and/or uploaded by Client or made available on or through the Pipedrive Services. By uploading Client Data to the Pipedrive Services, Client authorizes Pipedrive to process the Client Data. Client is responsible for ensuring that:

1. Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data which violates these Terms, the rights of Pipedrive, other clients or users of Pipedrive Services or persons or organizations;

2. any Client Data is not harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and

3. Client and all Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Pipedrive Services and process it by means of the Account.

7.3 No Liability of Client Data

Pipedrive does not guarantee any accuracy with respect to any information contained in any Client Data and recommends that Client carefully consider what it transmits, submits or posts to or through the Pipedrive Services. Client understands that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Pipedrive, is entirely responsible for all Client Data that is uploaded, posted, transmitted or otherwise made available through the Pipedrive Services, by Client or its Users, as well as for any remedial actions taken by the Pipedrive or other Clients or Users as a result of such Client Data.

7.4 Sensitive Information and Unlawful Client Data

Client will not use the Pipedrive Service in any way to process (a) Sensitive Information or (b) Client Data that, in any manner, is prohibited by law or in violation of these Terms. Pipedrive is not obliged to pre-screen, monitor or filter any Client Data, or its processing by the Client, in order to determine if it is Sensitive Information or unlawful in nature. However, if Pipedrive, in its sole discretion, has reason to believe that Client is processing any unlawful Client Data or Sensitive Information, or the action of its processing is unlawful in nature, Pipedrive has the right to:

a. notify the Client of such unlawful Client Data or Sensitive Information;

b. deny its use in the Pipedrive Services;

c. demand that the Client bring its use of the Pipedrive Services into compliance with these

Terms and applicable law;

d. temporarily or permanently remove the unlawful Client Data or Sensitive Information

from the Pipedrive Services, restrict access to it or delete it.

If Pipedrive is presented convincing evidence that the Client Data is not unlawful or Sensitive Information, Pipedrive may, at its sole discretion, restore such Client Data or Sensitive Information, which was previously removed from the Pipedrive Services, Account or access to which was restricted.

Pipedrive Services are not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA). As such, Client may not use the Pipedrive Services where its communications would be subject to such laws. In addition, Client may not use Pipedrive Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

No Sensitive Information. CLIENT ACKNOWLEDGES THAT THE PIPEDRIVE SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY CLIENT AGREES NOT TO USE THE PIPEDRIVE SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. PIPEDRIVE WILL NOT HAVE, AND PIPEDRIVE SPECIFICALLY DISCLAIMS, ANY LIABILITY THAT MAY RESULT FROM CLIENT’S USE OF THE PIPEDRIVE SERVICES TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

7.5 Pipedrive Rights to Client Data

Pipedrive may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. Pipedrive may not otherwise use or publicly display Client Data without Client’s written consent and respects Client’s right to exclusive ownership of Client Data. Unless specifically permitted by Client and otherwise set forth herein, Client’s use of the Pipedrive Services does not grant Pipedrive the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by Client or stored in Client’s Account for Pipedrive’s commercial, marketing or any similar purpose. Client expressly grants Pipedrive the right to use and analyze aggregate system activity data associated with use of the Pipedrive Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the Pipedrive Services operate, and to create new Features and functionality in connection with the Pipedrive Services in the sole discretion of Pipedrive.

7.6 Compelled Disclosures

Supplier may disclose a Client's confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client's confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.

8. PRIVACY

Pipedrive’s Privacy Notice is available at www.pipedrive.com/privacy.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Pipedrive’s Intellectual Property Rights

The Pipedrive Services, Platform, Pipedrive Materials, Pipedrive trade names and trademarks, and any associated intellectual property thereof are, solely and exclusively, owned and operated by Pipedrive, its Affiliates or its respective third party vendors and hosting partners. Pipedrive Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Except as set forth in these Terms, Client’s use of the Pipedrive Services and Pipedrive Materials, and any parts or elements, does not grant to Client any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Pipedrive Materials is strictly prohibited unless Client has received the express prior written permission from Pipedrive or the otherwise applicable rights holder. Client may not use Pipedrive trade names and trademarks in any manner that disparages Pipedrive or its products or services or portrays Pipedrive in a false, competitively adverse or poor light. Pipedrive reserves all rights to the Pipedrive Services, Platform, Pipedrive Materials and Pipedrive trade names and trademarks not expressly granted in the Terms.

9.2 Content

Subject to these Terms and the payment of the applicable Fee, Pipedrive grants Client and its Users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for its personal, non-commercial use. Client shall not remove copyright and proprietary notices that are contained in any part of the Content. Client expressly acknowledges that it does not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Pipedrive Services. Client shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as expressly permitted by Pipedrive.

9.3 Feedback

If a Client or a User provides Pipedrive with any Feedback, Pipedrive shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Pipedrive Services.

Client or User hereby grants Pipedrive a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use Feedback for any purpose. Pipedrive shall have the right to modify or remove any Feedback provided in the public areas of the Web Site which the Pipedrive deems, at its sole discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

10. DISCLAIMERS; NO WARRANTY

UNLESS OTHERWISE EXPRESSLY STATED BY PIPEDRIVE, THE PIPEDRIVE SERVICES, PIPEDRIVE MATERIAL, PLATFORM AND ANY CONTENT, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PIPEDRIVE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PIPEDRIVE AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY PIPEDRIVE, PIPEDRIVE AND ITS AFFILIATES DO NOT WARRANT THAT THE PIPEDRIVE SERVICES AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PIPEDRIVE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PIPEDRIVE SERVICES AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PIPEDRIVE SERVICES OR THE PLATFORM THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY PIPEDRIVE, PIPEDRIVE AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE PIPEDRIVE SERVICES, PIPEDRIVE MATERIALS OR ANY WEB SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

IF THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS, SET FORTH IN THIS SECTION 10, MAY NOT APPLY TO PIPEDRIVE, AND CLIENT MAY HAVE ADDITIONAL RIGHTS AS SET FORTH IN LAW.

11. INDEMNIFICATION

Client agrees to defend, indemnify and hold harmless Pipedrive and its Affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of its use or misuse of the Pipedrive Services, Pipedrive Materials, representations made to Pipedrive, its Affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Pipedrive reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify Pipedrive, and Client agrees to cooperate with such defense of these claims.

12. LIMITATION OF LIABILITY

12.1 No Liability

Pipedrive shall not be liable to the Client or User for any consequences resulting from:

1. any modifications in these Terms, modification of the Pipedrive Services, Pipedrive Material, Account usage by Client 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 or Pipedrive Materials;

2. deletion of, corruption of, or failure to store any Client Data;

3. use of Client Data by the Client or any of the Users associated with the Account;

4. upgrading or downgrading of a current Plan by Client;

5. any disclosure, loss or unauthorized use of the login credentials of Client or any User due to Client’s failure to keep them confidential;

6. Client’s use of the Account or the Pipedrive Services by means of web browsers other than those accepted or supported by the Pipedrive;

7. the application of any remedies against the Client or Users by Pipedrive; for example, if the Client or User has committed a crime or conducted a breach of applicable law by using the Pipedrive Services or any part or element thereof;

8. the differences between technologies and platforms used for access; for example, if certain Features, functions, parts or elements of the Pipedrive Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;

9. Pipedrive’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Pipedrive and its Affiliates shall not be liable to the Client for any claim by any user, person, organization, or third persons against the Client arising out of the Client’s failure to:

1. provide Pipedrive with accurate information about the Client, Users or Account;

2. notify Pipedrive of any reasons due to which a User does not have the right to use the Account on behalf of the Client;

3. provide any Pipedrive Services or Features which it has agreed to provide to any person or organization (whether such failure arises as a result of Pipedrive’s negligence, breach of these Terms or otherwise);

4. ensure the lawfulness of the Client Data;

5. obtain the necessary rights to use the Client Data; or

6. abide by any of the restrictions described in these Terms.

12.2 Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PIPEDRIVE AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE SPECIFIC PIPEDRIVE SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS FOR NEGLIGENCE, IN CONTRACT OR TORT, MISREPRESENTATION OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS SET FORTH IN SECTION 5 “FEES/PAYMENT”.

12.3 Exclusion of Consequential and Related Damages

EXCEPT FOR CLIENT’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11 “INDEMNIFICATION”, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

13. TERMINATION/SUSPENSION

13.1 For Convenience

These Terms and/or Client’s access to the Pipedrive Services may be terminated for convenience in the following situations;

1. by the Client at any time by: (i) clicking the cancellation link on the Web Site, (ii) by revoking the billing agreement on its PayPal profile, if Client is paying for the Pipedrive Service with a PayPal account; or (iii) by means agreed upon between the Client and the Reseller, if Client is paying for the Pipedrive Service via a Reseller;

2. by Pipedrive upon decision to end provision of any portion of the Pipedrive Services, any Feature and/or close any portion of the Platform;

3. by Pipedrive at any stage and for any reason, provided that the Pipedrive will provide a pro rata refund of any unused Fees for the remainder of the Term; or

4. immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

13.2 For Default

These Terms and/or Client’s access to the Pipedrive Services may be terminated for default upon written notice to the other party as indicated in Section 15.6 “Notice”:

1. by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party;

2. immediately by either party if the other party breaches its obligations, as applicable under Sections 4 “Restrictions”, 7 “Client Data/Sensitive Information”, 9 “Intellectual Property Rights” or 11 “Indemnification”; or

3. by Pipedrive with immediate effect if: (i) Client’s use of the Pipedrive Services is suspected, in Pipedrive’s sole discretion, of illegal activity, (ii) requests made by law enforcement, judicial order or other government agencies for such termination, or (iii) if Client’s use of the Pipedrive Services endangers the property of others, the Web Site or the Platform.

13.3 Effect of Termination

Upon termination of these Terms and/or Client’s access to the Pipedrive Services for any reason whatsoever:

1. Pipedrive shall deactivate and permanently delete the Account and all Client Data in the Pipedrive Services within 6 months of the effective date of termination of these Terms and/or Client’s access to the Pipedrive Services. If the Client has specifically requested for an earlier deletion of the Account and all Client Data, Pipedrive shall fulfill such request within 1 month of its receipt of such request.

2. Client must:

   1. stop using and prevent the further usage of the Pipedrive Services, including, without limitation, the Platform;

   2. pay any amounts owed to Pipedrive under these Terms; and

   3. discharge any liability incurred by the Client under these Terms prior to the termination.

3. Except as otherwise set forth herein, in no event shall Client receive a refund of any Fees prepaid hereunder.

4. The following provisions shall survive the termination of these Terms: Sections 1, 2, 4, 6, 7-9, 11, 12, 14 and 15.

13.4 Suspension

Pipedrive has the right to suspend access to all or any part of the Pipedrive Service or an Account, including removing Content, at any time, and for any period of time, for: (i) violation or suspected violation of these Terms, (ii) legal obligations (iii) bandwidth usage by Client or its Users of the Pipedrive Service, any Features, or functionality to be significantly excessive in relation to other Pipedrive Service users, or to protect the integrity, operability, and security of the Pipedrive Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Pipedrive Service or any third party, Pipedrive typically provides notice in the form of a banner or email on or before such suspension. Pipedrive will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Pipedrive Service. For any such suspension, Pipedrive shall make the sole determination as to any credit or refund of prepaid Fees by the Client.

14. PIPEDRIVE CONTRACTING ENTITY/ARBITRATION/GOVERNING LAW & JURISDICTION

14.1 Pipedrive Contracting Entity

The Pipedrive entity with whom Client is contracting under these Terms depends on the domicile of the Client. Pipedrive determines the domicile of the Client based on the country indicated in the billing address of the Client. For Free Trials, Pipedrive determines the domicile of the Client based on the location indicated in the IP-address of the Client. By accepting these Terms or using the Pipedrive Services, the Client is contracting with the Pipedrive entity listed opposite such Client’s domicile in the following table: