Pipedrive Developer Partner Agreement

Welcome to the Pipedrive Marketplace. This Agreement contains the terms and conditions that govern the Developer Partners’ use of the Marketplace and the benefits provided to Developer Partners by Pipedrive.

The Marketplace and access to Developer Partner benefits are offered to you subject to your acceptance, without modification, of all of the terms and conditions contained herein, also in Pipedrive’s Terms of Service and all other operating rules, policies (including, without limitation, our Privacy Policy at www.pipedrive.com/privacy, and any future versions thereof, and procedures that may be published from time to time on the Marketplace or made available to you on or through the Pipedrive Services (collectively, the “Agreement”).

When accepted by you, this Agreement forms a legally binding contract between you and Pipedrive.

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.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ENABLING THE MARKETPLACE PARTNER FEATURE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE MARKETPLACE.

Pipedrive may, in its sole discretion, elect to suspend or terminate access to, or use of the Marketplace for anyone who violates this Agreement.

The original language of this Agreement is English. Pipedrive may make translations available for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

DEFINITIONS

App - any online, web-based application and offline application or component that is designed to interoperate with the Pipedrive Services and is listed on the Marketplace, or is submitted for review to Pipedrive with the intention of being listed on the Marketplace.

Private App - Apps may be listed as private, being available and visible only to Developer Partner Users.

Customer - means a customer of the Pipedrive Services, who enables an App listed on Marketplace.

Customer Data - is all electronic data or information submitted by a Customer to Pipedrive’s systems which is accessible to the Customer through the Developer Partner’s App.

Marketplace - the online catalog of applications and components that interoperate with the Pipedrive Services, located at websites designated by Pipedrive or in the Pipedrive Services.

Materials - 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.

Marks – any trademarks, trade names, service marks, copyrights. logos, phrases, symbols, designs.

Restricted Area - means the area of the Service that can be accessed only by Users.

Services - the Pipedrive Web Site, Services, System, Content, Marketplace and all content, services and/or products available on or through the Marketplace.

User - an employee, agent, or representative of a Customer, who primarily uses the restricted areas of the Service or the Marketplace.

Developer Partner - a natural or legal person who enters into this Agreement with Pipedrive.

Partner Program – the Partner Program as described in this Agreement.

Program Tier – the applicable Program Tier as described in this Agreement.

PARTNER ACCOUNT

A valid User account for Pipedrive Services is required to activate the Developer Partner feature. The Developer Partner feature is accessible to Users with administrator rights in the settings page of the Restricted Area.

The Developer Partner is solely responsible for the confidentiality of the account login details and agrees to be held responsible for all actions and activities that occur under the Developer Partner’s account.

Pipedrive reserves the right to refuse to activate the Developer Partner feature, to terminate the Developer Partner feature, and to remove content made available through the Developer Partner account.

PARTNER PROGRAM

Partners may be invited to participate in the Developer Partner Program, which provides for a menu of marketing activities based on a Partner’s Program Tier. A Developer Partner may apply to join the Developer Partner Program, or Pipedrive may invite Developer Partners to join at its sole discretion.

A Developer Partner may be placed into a program tier (“Program Tier”) by Pipedrive, in its sole discretion, at the time of acceptance. The Developer Partner Program consists of three Program Tiers: (1) Integrator Partner, (2) Key Partner, and (3) Premier Partner, and Pipedrive reserves the right to modify or remove the foregoing Program Tiers in any manner. In deciding in which Program Tier to place a Developer Partner, Pipedrive may take certain criteria into account, or impose certain requirements for a particular Program Tier or Developer Partner, on a case by case basis. Further, Pipedrive may, in its sole discretion and at any time and from time to time, change the applicable Program Tier by providing notice to the Developer Partner.

The Developer Partner Program is subject to removal or modification by Pipedrive, in its sole discretion, as to any aspect of such Program including without limitation, the marketing activities offered at each Program Tier. Such marketing activities are subject to Pipedrive’s consent and approval, to be granted in Pipedrive’s sole discretion. Pipedrive shall maintain a list of the Partner Tiers and common marketing activities associated with each Partner Tier.

There is no obligation for Pipedrive to market a Developer Partner’s App, nor for Pipedrive and a Developer Partner to engage in co-marketing. In either case, a Developer Partner shall not be charged a fee to do so, except as set forth herein and with the prior approval of the parties. In the event that the Developer Partner and Pipedrive mutually agree to engage in co-marketing, the costs and fees for such co-marketing activities shall be divided between the parties as incurred, or as otherwise agreed with the mutual written consent of the parties. Notwithstanding the restrictions on intellectual property set forth in this Agreement, Pipedrive and Developer Partner may mutually grant a nonexclusive, non transferable, non-assignable right and license to certain Marks of each respective party for publication and use in co-marketing activities. Any Marks to be licensed in the foregoing manner shall be agreed upon between the parties during the preparation of any co-marketing materials. Further, in any event, prior to distribution, each party shall seek the consent of the other party for the use of its Marks as well as to the form and content of the co-marketing materials. Developer Partner shall take any and all action necessary to promptly recall or otherwise remove any co-marketing materials distributed without the prior written consent of Pipedrive. In no event shall Developer Partner publish defamatory content, whether relating to Pipedrive or any third party.

APP PUBLISHING

The individual accepting this Agreement acknowledges that the publication of the App is subject to the terms and conditions set forth in this Agreement.

In order to publish an App on the Marketplace, the publishing Developer Partner must be approved by Pipedrive.

In order to become approved by Pipedrive, the Developer Partner shall provide Pipedrive with accurate and current information and shall be generally knowledgeable about the Service, its interface, and functionality, and must be reasonably capable of delivering Pipedrive’s value proposition.

The requirements regarding compliance, technology, values, review and testing processes, and standards will be made available to the Developer Partner after activating Developer Partner feature.

Prior to being listed on the Marketplace, the Developer Partner must submit each App to Pipedrive for testing and approval. The Developer Partner also has to submit their own Terms of Service and Privacy Policy for review with the App.

The Developer Partner is solely responsible for functionality, technology, performance, and security of each App.

The Developer Partner is solely responsible for the accuracy, legality, and appropriateness of any content or information that Developer Partner submits to, or makes available through the Marketplace.

The Developer Partner must maintain appropriate administrative, physical and technological safeguards and processes, that will reasonably ensure the security, integrity, and confidentiality of the App and Customer Data in accordance with applicable law, Pipedrive’s Terms of Service, Pipedrive’s Privacy Policy, and all other operating rules, policies.

Use of the App by individual Users will be governed by the App’s Terms of Service provided and enforced by Developer Partner. Pipedrive is not a party to the Terms of Service between the User and Developer Partner, except when Pipedrive is the Developer Partner of the App.

Pipedrive reserves the right to conduct any type of review and test any and all Apps submitted for listing on the Marketplace. Pipedrive also reserves the right to change review and testing processes and standards.

By submitting an App for review by Pipedrive, the Developer Partner grants Pipedrive and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable license to:

Use,
Distribute,
Make available,
Transmit,
Publicly display and
Perform the App.

The Developer Partner warrants, for each submitted App, that they hold all rights necessary to grant Pipedrive the rights provided in this Agreement.

The Developer Partner acknowledges that Pipedrive has no responsibility or liability of any kind for the development, installation, operation, maintenance or security of the Apps listed on the Marketplace, nor does Pipedrive have responsibility or liability to provide Customer support for Apps listed on the Marketplace.

Pipedrive reserves the right to refuse to list any App and/or to remove any Apps from the Marketplace, for any reason at any time, at its sole discretion.

By using the Marketplace to list one or more Apps, the Developer Partner agrees to:

Provide and maintain accurate and current contact information on App’s page, consisting of, but not limited to:
a) Company name
b) Contact e-mail
c) Details for contacting the Developer Partner’s Customer Support,
Provide and maintain an up-to-date Privacy Policy on their webpage, that describes collection, and processing of data obtained from the App,
Ensure that the Developer Partner’s Privacy Policy complies with Pipedrive’s Privacy Policy and applicable law,
Ensure that the App’s Terms of Service complies with this Agreement, Pipedrive’s Terms of Service and applicable law,
Ensure that any and all information provided for the listing and on the App’s Marketplace page accurately describes the App,
Ensure that any and all documentation relating to the App accurately reflects its functionality and usability,
Ensure continuous adherence to the obligations mentioned in points 1 - 6.

The Developer Partner must provide reasonable advance notice to Pipedrive and all Users of each App before making any change to its Privacy Policy and/or Terms of Service and related disclosures associated with items above.

PRIVATE APP

The individual accepting this Agreement acknowledges that the publication of the App is subject to the terms and conditions set forth in this Agreement.

The Developer Partner is solely responsible for the functionality, technology, performance, and security of each App.

The Developer Partner must maintain appropriate administrative, physical and technological safeguards and processes, that will reasonably ensure security, integrity, and confidentiality of the App and Customer Data with accordance with applicable law, Pipedrive general Terms of Service, Pipedrive Privacy Policy, and all other operating rules, policies.

A Private App is not subject to following sections of this Agreement:

APP PUBLISHING
CUSTOMER SUPPORT
AVAILABILITY OF PARTNER APPS
PARTNER PROGRAM

The Developer Partner warrants, for each submitted App, that they hold all rights necessary to grant Pipedrive the rights provided in this Agreement.

CUSTOMER SUPPORT

The Developer Partner is solely responsible for providing all Customer support for their Apps listed on the Marketplace and the Customers of these Apps.

The Developer Partner shall provide Customer support according to their Terms of Service. The Developer Partner’s Terms of Service must meet at least the following requirements:

The Developer Partner will provide telephone and/or web-based and/or email support to Customers of the App;
The Developer Partner will respond to all critical Customer support requests within 48 hours,
A critical customer support request is a request involving an App-related issue that:
3.1. interferes with the normal use of the App and/or Pipedrive Service,
3.2. Renders the App and/or Service unusable,
The Developer Partner will respond to all customer support requests within 5 business days,
The Developer Partner will clearly direct and instruct Customers to contact only the Developer Partner for Customer support.

Pipedrive is not obligated to provide any customer and/or technical support for the listed Apps unless Pipedrive is the Developer Partner under this Agreement.

The Developer Partner may seek Pipedrive’s assistance with a technical problem after the Developer Partner has exhausted reasonable efforts to solve the problem.

AVAILABILITY OF APPS

The Developer Partner shall make reasonable efforts to make the Apps available to Customers at least 99% of the time the Pipedrive Service is available.

The Developer Partner will be exempted from this obligation if the unavailability is:

Scheduled and the Developer Partner has notified Pipedrive and Users at least 24h in advance;
Caused by Pipedrive;
Caused by circumstances beyond the Developer Partner’s reasonable control, including, for example, a government act, flood, fire, earthquake, civil unrest, an act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

The Developer Partner may regulate the availability of the App differently in their own Terms of Service, as long as it meets minimum requirements set in this Agreement.

RESTRICTIONS

Pipedrive is not responsible for security, integrity or privacy of Customer Data to the extent to which is Customer Data transferred outside of Pipedrive Services.

The Developer Partner is responsible for the security of the App and all Customer Data accessible through the App.

The Developer Partner warrants that, without Customer written consent or extent required by applicable law, it will not:

Access Customer Data - except to provide App functions or to provide Customer support,
Disclose Customer Data,
Modify Customer Data.

The Developer Partner must respond to requests to access, erase, or restrict the processing of personal data within limits set by applicable law.

For clarity, all data provided by a prospective Customer through a Trial Account will be treated by the Developer Partner as Customer Data belonging to that prospective Customer, and Developer Partner will provide the Customer with the ability to access and download all of its Customer Data throughout the term of the Trial Account.

The Developer Partner will comply with all applicable laws in its provisioning of the App. The Developer Partner is solely responsible for all activities that occur in its accounts.

The Developer Partner must not use the Service and/or Marketplace to create, transmit, display or otherwise make available any material that:

Violates the terms of this Agreement or the rights of Pipedrive, Customers or Users,
Is harmful (for example viruses, worms, malware and other destructive codes),
Is offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful.

The Developer Partner must not:

Sell, resell, license, sublicense, distribute or otherwise commercially exploit the Service and/or the Marketplace in the interests of any third party;
Attempt to gain unauthorized access to the Service and/or Marketplace;
Interfere with and/or disturb the integrity of the Service, Marketplace or data therein;
Attempt to modify Pipedrive Service or Pipedrive Marketplace;
Access the Marketplace to monitor the availability, performance, functionality thereof or to benchmark or use the Marketplace for competitive purposes;
Share any data or content from the Service or the Marketplace with Pipedrive competitors;
Send communications containing recruitment or marketing content to other Developer Partners and/or their respective User accounts, using data, content or information obtained through the Marketplace.

The Developer Partner’s User account must not be shared or used by more than one individual user but may be reassigned from time to time to new users who are replacing former users who have terminated employment or otherwise changed job status or function and no longer need to use the Services.

API AND OTHER RESOURCES

Pipedrive may provide the Developer Partner with access to planned updates of the Service’s Application Programming Interface (hereinafter API) before making them available to the general public.

The Developer Partner shall test each of its Apps’ interoperability with a planned API update before it becomes available to the general public and promptly notify Pipedrive if the Developer Partner encounters any issues.

Pipedrive may provide the Developer Partner with other Resources, e.g. development kits, libraries, API, documentation, templates, and related materials that Pipedrive makes available to Developer Partners in connection with the Marketplace.

For such Resources, Pipedrive grants the Developer Partner a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sublicensable license to access and use these Resources, solely for the purposes of developing, testing, and promoting Apps, only as expressly authorized in this Agreement.

If Resources include any libraries, sample code, or other materials made available specifically for incorporation in an App, as indicated by the applicable documentation, the Developer Partner may incorporate those Resources in an App and may reproduce and distribute those Resources as part of the App. The Developer Partner may modify any such sample code to the extent necessary to incorporate it in App.

The Developer Partner must follow all instructions and requirements in any resources provided by Pipedrive.

We may modify, terminate access to, or delete any Resource at any time, without notice and the Developer Partner is solely responsible for ensuring that the App functions properly after any such modification, termination or deletion.

APP RATING AND APP REVIEW

Pipedrive allows Developer Partners to post ratings and reviews of Marketplace Apps. Reviews submitted by Developer Partners must be made in good faith and reflect a reasonable evaluation of the App.

A review must not contain content that:

Violates the terms of this Agreement, the rights of Pipedrive, other Customers or Users, persons or Organizations;
Is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise violates applicable law;
Is false, misleading or made in bad faith;
Contains links to 3rd party sites, unless relevant to the review;
Contains advertising or other commercial activities;

The Developer Partner can review their own App, as long as the review discloses the fact that Developer Partner is reviewing own App.

The Developer Partner can review a competitor’s App, as long as the review discloses the fact that Developer Partner is a competitor in the Marketplace.

Pipedrive reserves the right to remove or edit, at its own discretion and at any time, reviews on the Marketplace that violate this Agreement, Pipedrive’s Terms of Service or any other operating rules, policies and any future versions thereof.

If the Developer Partner provides Pipedrive with any comments, bug reports, feedback, or modifications for the Marketplace (“Feedback”), Pipedrive has the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Pipedrive Marketplace and/or Services.

The Developer Partner hereby grants Pipedrive a perpetual, irrevocable, non-exclusive, 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 the Developer Partner’s Feedback for any purpose.

Pipedrive is not responsible for the content of the App review and does not ensure that the App ratings are accurate and free of offensive or questionable or objectionable content.

CONFIDENTIALITY

Confidential Information shall mean any and all information which a party has disclosed orally or in writing and designated as confidential or which should reasonably be understood to be confidential considering circumstances of disclosure or nature of the information.

Pipedrive’s Confidential Information includes, but is not limited to, information:

About the Marketplace,
About the Services,
Any information about the Marketplace or the Service’s API or Materials,
Any non-public information about Pipedrive’s Apps and other Developer Partners’ Apps.

The Developer Partner’s Confidential Information includes, but is not limited to information about the Developer Partner’s:
Apps,
Technology,
Technical systems,
Business processes,
Business,
Marketing plans.

Confidential Information shall include all discussions between Pipedrive and the Developer Partner regarding their relationship.

Confidential Information (except Customer Data) shall not include any information that:

Is or becomes generally known to the public without breach of any obligation set herein,
Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation set herein,
Is received from a third party without breach of any obligation set herein, or
Was independently developed by the Receiving Party without breach of any obligations owed to the Disclosing Party.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

NON-EXCLUSIVITY

This Agreement does not create an exclusive agreement between Pipedrive and the Developer Partner. Both Developer Partner and Pipedrive shall have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products. Other Developer Partner Program members and Pipedrive may develop new features or products that are similar to, or compete with, the Developer Partner’s products and services.

FEES

There shall be no cost to join the Developer Partner Program. Pipedrive reserves the right to introduce and subsequently increase and/or decrease a fee for listing and/or selling Developer Partner’s App on the Marketplace.

Pipedrive also reserves the right to introduce and subsequently increase and/or decrease the service fee, for operating the Marketplace.

Pipedrive shall notify the Developer Partner of such changes as provided above 30 days prior to such changes entering into force

Continued use of the Marketplace once 30 days have passed since the posting of changes, as provided above, constitutes your binding acceptance of such changes.

LIABILITY LIMITATION

The Developer Partner is responsible for the functionality, technology, performance, and security of each App. The Developer Partner is also solely responsible for the accuracy, legality, and appropriateness of any content or information Developer Partner submits to or makes available through the Marketplace.

Pipedrive makes no representation or warranties of any kind, express or implied, concerning the operation of the Marketplace, or the information, content, materials, products or other services included on or otherwise made available through the Marketplace unless Pipedrive publishes the content.

Pipedrive shall not be liable to the Developer Partner, the Customer or the User for any consequences resulting from:

Any amendments to this Agreement, calculation, and rates of Fees, modification of the Pipedrive Marketplace, Resources, Pipedrive Materials, or any part thereof, including any error, permanent or temporary interruption, discontinuance, suspension or other types of unavailability of the Pipedrive Marketplace or Pipedrive Materials,
Deletion of, corruption of, or failure to store any Customer Data,
Use of Customer Data by the Customer or any of the Users associated with the Account,
Any disclosure, loss or unauthorized use of the login credentials of Users due to Customer’s failure to keep them confidential,
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,
The application of any legal remedies against the Customer or authorized Users by Pipedrive,
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 afterward.

Pipedrive shall not be liable to the Developer Partner for any claim by any Customer, User, or third persons against the Developer Partner arising out of the Developer Partner’s failure to:
a. Provide Pipedrive with accurate information,
b. Notify Pipedrive of any reasons due to which a User does not have the right to use the Account on behalf of the Developer Partner,
c. Provide any App which it has agreed to provide to a Customer,
d. Ensure the lawfulness of Customer Data,
e. Obtain the necessary rights to use Customer Data,
f. Lawfully process Customer Data,
g. Abide by any of the restrictions described in this Agreement.

Pipedrive makes no warranty or representation concerning the accuracy of the information provided on the App’s page.

Pipedrive disclaims any and all warranties, express or implied, to the fullest extent permissible by applicable law. Pipedrive also disclaims any liability for claims arising out of misuse, improper selection, improper installation, modification or malfunction of the App.

The Developer Partner will use Apps in compliance with all applicable laws, including all export and re-export restrictions and regulations of authorities which may apply to the App.

Pipedrive has no obligation to promote, distribute or offer any App on the Marketplace for sale.

GENERAL

Neither Party of this Agreement may assign any rights or obligations under this Agreement without the prior written consent of the other (not to be unreasonably withheld or delayed), provided either Party may assign this Agreement without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning Party’s assets not involving a direct competitor of the other Party.

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 the Developer Partner and Pipedrive, and the Customer shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. This Agreement is not for the benefit of any third parties.

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.

Failure by either Party to exercise or enforce any provision of or any of its rights under this Agreement shall not be deemed a waiver of future enforcement of that or any other provision or right.

TERMINATION OF CONTRACT

This Agreement may be terminated for convenience upon written notice to the other party:

By the User, any time, by turning off the Developer Partner feature,
By Pipedrive, upon a decision to remove Marketplace service,
By the Developer Partner, upon deleting all of their Apps from the Marketplace,
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.

If the Developer Partner violates any of the terms and conditions set forth by this Agreement, Pipedrive may, in addition to turning off the Developer Partner feature, terminate the Developer Partner’s access to the Marketplace and/or Services, and/or delete the Developer Partner’s content, and/or terminate the Developer Partner’s account without refund.

If Pipedrive terminates this Agreement as a result of an uncured breach by a Developer Partner or User, Pipedrive may apply any remedies available to it under the applicable law. Upon application of any remedies, the Developer Partner or User may lose Access or suffer a loss of certain features, functions, parts or elements of the Pipedrive Services.

If Pipedrive has reasonable grounds to believe that the Developer Partner’s or User’s use of the Pipedrive Marketplace may harm any third persons, Pipedrive has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

Upon termination of this Agreement, the Developer Partner must notify Customers and Pipedrive at least 30 days in advance of the date when Developer Partner plans to make the App private or delete the App from the Marketplace.

The Developer Partner shall deactivate the App and permanently delete the Customer Data, as soon as reasonably practicable after the effective date of termination of this Agreement. If the Customer has specifically requested for an earlier deletion of the Customer Data, Developer Partner shall fulfill such request within 1 month of its receipt of such request.

DISCLAIMER

Unless otherwise expressly stated by Pipedrive, any App, any content, Services, Materials or features made available in conjunction with or through Marketplace, 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 disclaims all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.

Unless otherwise expressly stated, Pipedrive does not warrant that the Marketplace and any App, any content, Services, Materials or features made available in conjunction with or through Marketplace, will be uninterrupted or error-free, that defects will be corrected, or that the Marketplace and any App, any content, Services, Materials or features made available in conjunction with or through Marketplace are free of viruses or other harmful components.

Unless otherwise expressly stated, Pipedrive does not warrant or make any representations regarding the use or results of the use of the Marketplace and any App, any content, Services, Materials or features made available in conjunction with or through Marketplace or any linked sites, in terms of correctness, accuracy, reliability or otherwise.

The laws of certain countries and states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. In such case, Pipedrive disclaims liability to the maximum extent allowed by applicable law.

INDEMNIFICATION

The Developer Partner agrees to defend, indemnify and hold Pipedrive, and it’s respective directors, officers, employees and agents, harmless from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Marketplace, any App, any content, Services, Materials or features made available in conjunction with or through Marketplace, representations made to the Pipedrive, its affiliates and/or third parties, violation of this Agreement, 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 Developer Partner is required to indemnify Pipedrive, and Developer Partner agrees to cooperate with such defense of these claims.

INTELLECTUAL PROPERTY RIGHTS

The Pipedrive Marketplace, Materials, Pipedrive Marks, Apps published by Pipedrive and any parts thereof are solely and exclusively owned and operated by Pipedrive and its third party Developer Partners 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. Pipedrive, its affiliates, and licensors retain all right, title and interest in such Pipedrive Services, Marketplace, Materials, Pipedrive Marks, and any parts or elements.

Your use of the Marketplace and Pipedrive Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Pipedrive Materials is strictly prohibited unless you have received express prior written permission from Pipedrive or the otherwise applicable rights holder. Pipedrive reserves all rights to the Pipedrive Services, Marketplace, Pipedrive and Pipedrive Marks not expressly granted in this Agreement or Pipedrive Terms of Service.

Subject to this Agreement, Pipedrive grants Developer Partner and its Users a non-exclusive, non-transferable, non-sub-licensable license to use any part of the Content solely for personal, non-commercial use if all copyright and proprietary notices that are contained in such part of the Content are retained. You expressly acknowledge that you do not acquire any ownership rights to any copyrighted material from or through the Marketplace or the Pipedrive Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Pipedrive Services or as otherwise permitted by applicable law.