Current as of June 19, 2024
This Referral Program Agreement (hereinafter “Agreement”) contains the terms and conditions of the agreement between you (hereinafter “Referrer”, “You” or ”Your”) and Pipedrive Inc., a company established and existing under the laws of the State of Delaware and maintaining its principal place of business at 530 Fifth Avenue, 9th floor, Suite 802. New York, NY 10036 (hereinafter “Pipedrive”), regarding your participation in the Pipedrive Referral Program (the “Program”). This Agreement along with the Pipedrive Terms of Service and Privacy Notice govern your access and participation in the Program. By participating in the Program, you agree that you are subject to and will comply with all terms as outlined above and contained herein, including any future modifications thereof, that may be published here from time to time.
1.1. The goal of the Referrer in the context of this Agreement is to find prospective clients (hereinafter “Referred Client” or “Client””), refer them to Pipedrive, and have such Clients enter into an agreement with Pipedrive for the use of the Pipedrive Services (hereinafter “Referral”).
1.2. The Referrer may not:
a. use the Program for any illegal or unauthorized purpose. You must not, in the use of the Program, violate any laws (including but not limited to copyright laws) in any relevant jurisdiction;
b. add “Pipedrive”, and “pipedrive.com” as negative keywords in any paid search activity, in order to avoid any broad-matching issues;
c. purchase or register any URLs with the Pipedrive brand name or misspelled words as the web address;
d. use “Pipedrive” (including misspells and variations) as a sub-domain or sub-folder without a written permission by Pipedrive (for example, www.pipedrive.yoursite.com);
e. use Pipedrive banners or links as pop-ups or pop-unders to Referrer’s or a third party’s site;
f. bid or appear on brand searches, misspellings or derivatives of “Pipedrive”;
g. bid or appear on extended or hybrid brand searches of “Pipedrive” (for example Pipedrive voucher code, Pipedrive discount code);
h. issue any press release regarding Pipedrive or this relationship, unless specifically agreed between the parties;
i. in any manner misrepresent or embellish the relationship between Pipedrive and Referrer (for example, claim that Referrer develops Pipedrive services, is part of Pipedrive or in any relationship with Pipedrive or any other person or entity, except as agreed between the parties);
j. use fraudulent, illegal, or overly aggressive or questionable sales or marketing methods;
k. display information regarding Pipedrive and the special terms provided in a format that is accessible by Google search, i.e. the page must be blocked from search indexing, meaning that the page must have a *noindex* meta tag within its HTML code.
1.3 Any violation of this Agreement, or terms may result in, among other things, termination or suspension of your rights to be a Referrer and forfeiture of any outstanding Referral Reward payments or other rewards earned as a result of or after the violation.
2.1. Upon activation of the Pipedrive Account, You will have the opportunity to earn rewards for referring Clients to Pipedrive (hereinafter “Referral Reward”) subject to the terms and conditions provided in this Agreement.
2.2. Only Pipedrive Client’s who have an active and fully paid subscription to the Pipedrive Services are eligible to participate in the Program.
2.3. You will be entitled to a Referral Reward:
a. if the Client signs up for Pipedrive Services using a specific referral code or link provided by Pipedrive to you;
b. if the Client signs up to and subscribes to paid Plan of the Pipedrive Services; and
c. the requisite number of Referred Clients is achieved by the Referee within the timeframe as detailed in this Agreement and on the Program website.
2.4. Regardless of the provisions of Section 2.2 above, You will not be entitled to a Referral Reward if the Referred Client Account is created by the Referrer, or any person connected to the Referrer with the aim of claiming the Referral Reward without actually bringing a new paying Client to Pipedrive, as determined by Pipedrive in its sole discretion.
2.5. Unless otherwise agreed upon, Referred Clients will have thirty (30) days to use the Pipedrive Services as a Free Trial as opposed to the standard 14-day Free Trial period, but only if they have created an Account via a Referrer link
2.6 If the Referred Client signs up for Pipedrive Services by going to Pipedrive’s website directly (and not through a specific referral code or link), such Referred Client will not be associated with the Referee who referred it to Pipedrive and, therefore, the Referee will earn no Referral Reward.
2.7 Pipedrive reserves the right to change the terms of this Program at any stage in its sole discretion without notice. You can review the most current version of this Agreement at any time at: https://app.pipedrive.com/settings/invite. Referee’s continued participation in the Program after any such changes shall constitute your acceptance of such changes.
3.1. Every Referrer will be able to monitor and track the status of their Referred Clients and Referral Rewards in their Account at https://app.pipedrive.com/settings/invite (hereinafter “Program Page”)
3.2. The Referral Reward is as follows;
$100 Amazon gift card for every Referred Client who becomes a fully paid Pipedrive Client, to be paid out after that Referred Client’s combined payments to Pipedrive have exceeded $100;
3.3 Pipedrive may withhold payments of Referral Rewards(s) for a reasonable time to ensure that all Referee sign ups are valid and payments from Referred Clients are legitimate as determined by Pipedrive in its sole discretion. In addition, Referred Client payments for annual subscriptions that are canceled or payments charged-back due to credit card fraud do not qualify for Referral Rewards.
3.4. In case the Referrer believes the Referral Reward has been calculated incorrectly, the matter must be brought into Pipedrive’s attention by email to [email protected] within 5 business days of Referrer discovering the issue, otherwise the calculation shall be final.
3.5. Any costs related to the participation in the Program or performance of the Referral Agreement shall be borne solely by the Referrer. Pipedrive is not obligated or required to and shall not pay any compensation to the Referrer other than the Referral Reward.
4.1. Pipedrive shall have no responsibility for determining, remitting, or withholding any taxes applicable to the Referral Reward and Referrer agrees that they are solely solely responsible for payment of any associated taxes, or similar charges required by applicable law on the Referral Rewards paid to them.
5.1. Pipedrive is not obliged to share with Referrer 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 created an Account with Pipedrive.
5.2. If the Referrer wishes to keep personal data concerning Referred Clients for its own internal use, the Referrer must obtain prior consent from the respective Referred Clients directly (or any natural person representing the Clients or providing services or work for them).
Pipedrive and any of its officers, directors, employees, shareholders or agents of any of them shall not be liable to Referrer for any amount or kind of loss or damage that may result to Referrer or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Program, or Agreement.
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 Referer in the six (6) month period immediately prior to the period giving rise to such Claim.
7.1. The Referral Program Agreement shall become effective as of Referrer accepting the Agreement and will end when terminated by either party. Either party may terminate the Agreement at any time in its sole discretion, without cause, by giving the other party a notice of termination at least one (1) day in advance. Notice by e-mail, to your address on the Pipedrive records, is considered sufficient notice to terminate the Agreement. Upon termination of the Agreement, Pipedrive will pay to the Referrer any legitimate outstanding Referral Rewards accrued up until the date of termination.
7.2. Pipedrive reserves the right to terminate the Referral Program Agreement with immediate effect with any Referrer who Pipedrive reasonably believes; (A) has violated this Agreement, (B) has behaved in a way which has or may negatively reflect on or affect Pipedrive, our prospects, or our Clients, or (C) has violated applicable laws. Such violating Referrer shall not be entitled to any accrued and unpaid Referral Rewards.
7.3. Referrer and Pipedrive are independent contractors, and nothing in this Referral Program Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Referrer 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.
8.1. Assignment: Referrer shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of Pipedrive. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void. Otherwise, the Agreement shall be binding upon and inure to the benefit of both parties and their successors and permitted assigns.
8.2. Severability: The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect.
8.3. Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Pipedrive, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Pipedrive Services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Pipedrive Services to prohibited countries or individuals or permit use of the Pipedrive Services by prohibited countries or individuals.
8.4. Waiver: No delay or failure by Pipedrive in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
8.5. Modification: Pipedrive reserves the right to modify the terms and conditions of this Agreement in its sole discretion at any time, and such changes will be effective immediately upon being posted on https://app.pipedrive.com/settings/invite. If any modification is unacceptable to the Referrer, Your sole recourse is to terminate this Agreement. Your continued participation in the Program after modification to the terms and conditions of this Agreement constitutes Your consent and acceptance to the change.
8.6. Language: The original language of these Terms is English. Pipedrive may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.
8.7. Notice: Official notices should be sent to Pipedrive via certified mail to: Mustamäe tee 3a Tallinn 10615, Estonia. Notices for termination can be sent via email at [email protected]
9.1. The Referral Program 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 Referrer and Pipedrive, any dispute arising out of or relating to the Referral Program Agreement, or the breach thereof, shall be governed by the terms set forth in Section 9.2 below.
9.2. 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 Referral Program Agreement shall be resolved by binding arbitration, as further specified below:
a. Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of the Referral Program 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 Pipedrive Account. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT TO ARBITRATE, YOU AND PIPEDRIVE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
b. Notwithstanding the contents of Section 9.2.a above, you and Pipedrive agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.
c. Any arbitration between you and Pipedrive will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively herein, “AAA Rules”) of the American Arbitration Association (herein “AAA”), as modified by the Affiliate Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Pipedrive.
d. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that Pipedrive does not have a physical address on file for you, by electronic mail (herein “Notice”). Pipedrive’s address for Notice is set forth in the preamble of the Affiliate Agreement. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (herein “Demand”). You and Pipedrive agree to use good faith efforts to resolve the claim directly, but if no such resolution is reached within thirty (30) days after the Notice is received, you or Pipedrive may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Pipedrive shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
e. Fees. In the event that you commence arbitration in accordance with the Referral Program Agreement, each party will be responsible for its own expenses and the payment of any fees to AAA or the arbitrator shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in the State of New York, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Pipedrive for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
f. No Class Actions. YOU AND PIPEDRIVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Pipedrive agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
g. Modifications. In the event that Pipedrive makes any future change to this arbitration provision (other than a change to Pipedrive’s address for Notice), you may reject any such change by sending Pipedrive written notice within thirty (30) days of the change to Pipedrive’s address for Notice, in which case your Pipedrive Account shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.
h. Enforceability. If the entirety of this Section 8.2 is found to be unenforceable, then the entirety of this Section 8.2 shall be null and void and, in such case, the parties agree that such action arising out of or related to the Referral Program Agreement shall be brought in the state or federal courts located in New York City, State of New York.
By accepting this Agreement here to governing the special terms and conditions, the Referrer confirms that it has reviewed the Pipedrive Referral Program Agreement and agrees to the terms and conditions stipulated therein.