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HUBSPOT CUSTOMER TERMS OF SERVICE
Last Modified: September 18, 2024
[Want a pdf copy? Click here.]
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
Our Customer Terms of Service is a contract that governs our customers' use of
the HubSpot services. It consists of the following documents:
* General Terms: These contain the core legal and commercial terms that apply
to your use of our products and services. Any references to Master Terms
means these General Terms.
* Product Specific Terms: These include any additional terms that apply to your
use of each of our product offerings, our consulting and other services, and
third-party services.
* Jurisdiction Specific Terms: Depending on your location, some of these
jurisdiction-specific terms will apply to you. They’ll also explain which
HubSpot entity you’re contracting with, and which laws will govern our
relationship.
* Data Processing Agreement (DPA): This explains how we process your data and
includes the EU Standard Contractual Clauses.
* Acceptable Use Policy (AUP): This is the rulebook setting out what you can
and can’t do while using our products and services.
* Your Order Form is the HubSpot-approved form created following your purchase
of one of our products or services through our online payment process or via
in-app purchase. It contains all of the details about your purchase,
including your subscription term, products and services purchased and your
fees. You’ll find your Order Form(s) in the Accounts and Billing section of
your HubSpot account. You can learn more about how to locate your Order Form,
invoices and receipts at this knowledge base article
https://knowledge.hubspot.com/account/view-your-hubspot-invoices-and-receipts.
We’ve aimed to keep these documents as readable as possible, but in some cases
for legal reasons, some of the language is necessarily “legalese”. By using the
Subscription Service or receiving the Consulting Services, you are agreeing to
these terms.
We update these terms from time to time. If you have an active HubSpot
subscription, we will let you know when we update the terms via in-app
notification or by email (if you subscribe to receive email updates). You can
find archived versions of the General Terms, Product Specific Terms,
Jurisdiction Specific Terms and DPA in our archives
at https://legal.hubspot.com/legal-stuff/archive.
GENERAL TERMS
Last modified September 18, 2024
1. Definitions
2. Use of Services
3. Fees
4. Term & Termination
5. Customer Data
6. Intellectual Property
7. Confidentiality
8. Publicity
9. Indemnification
10. Disclaimers and Liability
11. Miscellaneous
Appendix 1: Additional Coverage Terms
Appendix 2: U.S. Government Customer Additional Terms
1. DEFINITIONS
“Add-Ons” means additional product enhancements (including Limit increases and
other add-ons) that are made available for purchase and are listed in the
'Add-Ons & Limit Increases' and the 'Technical Limits and Definitions' sections
of our Products and Services Catalog.
"Affiliate" means any entity which directly or indirectly controls, is
controlled by, or is under common control with a party to this Agreement. For
purposes of this definition, control means direct or indirect ownership or
control of more than 50% of the voting interests of the subject entity.
"Agreement" or “Customer Terms of Service” means these General Terms and all
materials referred or linked to in here, unless otherwise stated. Throughout
this Agreement, we link to knowledge base articles to help facilitate your use
of our products and services and manage your HubSpot account; however, these
knowledge base articles are for your information only, and they are not
incorporated into this Agreement.
"Authorized Payment Method" means a current, valid, payment method accepted by
us, as may be updated from time to time and which may include payment through
your account with a third party.
"Billing Period" means the period for which you agree to prepay fees under an
Order Form. This may be the same length as the Current Term specified in the
Order Form, or it may be shorter. For example, if you subscribe to the
Subscription Service for a one (1) year Current Term, with a twelve (12) month
upfront payment, the Billing Period will be twelve (12) months.
“Confidential Information” means all confidential information disclosed by a
party and its Affiliates ("Disclosing Party") to the other party ("Receiving
Party"), whether orally or in writing, that is designated as confidential or a
reasonable person would consider confidential. Confidential Information includes
all information concerning: the Disclosing Party's customers and potential
customers, past, present or proposed products, marketing plans, engineering and
other designs, technical data, business plans, business opportunities, finances,
research, development, and the terms and conditions of this Agreement.
Confidential Information does not include any information that (i) is or becomes
generally known to the public without breach of any obligation owed to the
Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure
by the Disclosing Party without breach of any obligation owed to the Disclosing
Party, (iii) is received from a third party without breach of any obligation
owed to the Disclosing Party, or (iv) was independently developed by the
Receiving Party. Subject to the foregoing exclusions, Customer Data will be
considered Confidential Information under this Agreement regardless of whether
or not it is designated as confidential.
"Contact" means a single individual (other than a User) whose Contact
Information is stored by you in the Subscription Service.
"Contact Information" means the name, email address, phone number, online user
name(s), and similar information submitted by visitors to your landing pages on
the Subscription Service or uploaded by you to the Subscription Service.
"Consulting Services" means the professional services provided to you by us,
which may include training services, installation, integration or other
consulting services.
"Customer Data" means all information that you submit or collect via the
Subscription Service. Customer Data does not include HubSpot Content.
"Customer Materials" means all materials that you provide or post, upload, input
or submit for public display through the Subscription Service.
“DPA” means the HubSpot Data Processing Agreement at
https://legal.hubspot.com/dpa.
"Email Send Limit" means the number of emails that you may send in any given
calendar month, as detailed in the Product Specific Terms.
“Free Services” means the Subscription Service or other products or features
made available by us to you on an unpaid trial or free basis.
"HubSpot Content" means all information, data, text, messages, software, sound,
music, video, photographs, graphics, images, and tags that we incorporate into
the Subscription Service or Consulting Services, including Enrichment Data (as
defined in the Product Specific Terms).
“Jurisdiction-Specific Terms” means the additional terms that apply to your
subscription, depending on your location. These terms form part of the Agreement
and are available at http://legal.hubspot.com/jurisdiction-specific-terms.
"Order" or "Order Form" means the HubSpot-approved form or online subscription
process by which you agree to subscribe to the Subscription Service and purchase
Consulting Services.
“Personal Data” means any information relating to an identified or identifiable
individual where such information is protected similarly as personal data,
personal information, or personally identifiable information under Data
Protection Laws, as defined in the DPA.
"Privacy Policy" means the HubSpot Privacy Policy available at
https://legal.hubspot.com/privacy-policy, as updated by us from time to time.
“Product and Services Catalog” means HubSpot’s Product and Services Catalog
available at http://legal.hubspot.com/hubspot-product-and-services-catalog, as
updated by us from time-to-time.
“Product Specific Terms" means the additional product-related terms that apply
to your use of HubSpot products, our Consulting Services and Third-Party
Products. These terms form part of the Agreement and can be found at
http://legal.hubspot.com/product-specific-terms.
"Subscription Fee" means the amount you pay for the Subscription Service.
"Subscription Service" means all of our web-based applications, tools and
platforms that you have subscribed to under an Order Form or that we otherwise
make available to you, and are developed, operated, and maintained by us,
accessible via http://hubspot.com or another designated URL, and any ancillary
products and services, including website hosting, that we provide to you.
HubSpot Payments are excluded from Subscription Services and are governed
separately under the HubSpot Payments Terms of Use.
"Subscription Term" means, collectively, the initial term of your subscription
to the applicable Subscription Service, as specified on your Order Form(s) (the
"Initial Term"); and each subsequent renewal period (if any) (each a "Renewal
Term"). Your "Current Term" is your then-current committed period of
Subscription Services, as either an Initial Term or Renewal Term. For Free
Services, the Subscription Term will be the period during which you have an
account to access the Free Services.
"Third-Party Products" means non-embedded products and professional services
that are provided by third parties which interoperate with or are used in
connection with the Subscription Service. These products and services include
non-HubSpot apps available from, for example, our marketplaces, directories, and
links made available through the Subscription Service and non-HubSpot services
listed on services.hubspot.com.
"Third-Party Sites" means third-party websites linked to from within the
Subscription Service, including Communications Services.
“Total Committed Subscription Value” means the aggregate amount of Subscription
Fees paid or payable to us during your Current Term(s) for all of your HubSpot
accounts, but this amount excludes fees for renewals, Consulting Services and
applicable taxes.
"Users" means your employees, representatives, consultants, contractors or
agents who are authorized to use the Subscription Service for your benefit and
have unique user identifications and passwords for the Subscription Service.
"HubSpot," "we," "us," or “our” means the applicable contracting entity as
specified in the ‘Contracting Entity and Applicable Law’ section.
"You," "your," or “Customer” means the person or entity using the Subscription
Service or receiving the Consulting Services and identified in the applicable
account record, billing statement, online subscription process, or Order Form as
the customer and your Affiliates included in the scope of your purchase.
2. USE OF SERVICES
2.1 Access.
During the Subscription Term, we will provide your Users access to use the
Subscription Service as described in this Agreement and the applicable Order. We
may provide your Users access to use our Free Services at any time by activating
them in your HubSpot account. We might provide some or all elements of the
Subscription Service through third party service providers.
You must ensure that all access, use and receipt by your Users is subject to and
in compliance with this Agreement. You may provide access and use of the
Subscription Service to your Affiliate's Users or allow them to receive the
Consulting Services purchased under an Order; provided that, all such access,
use and receipt by your Affiliate's Users is subject to and in compliance with
the Agreement and you will at all times remain liable for your Affiliates'
compliance with the Agreement.
You will notify us promptly of any unauthorized use of your Users’
identifications and passwords or your account by following the instructions at
http://help.hubspot.com.
2.2 Additional Features. You may subscribe to additional features of the
Subscription Service by placing an additional Order or activating the additional
features from within your HubSpot account (if this option is made available by
us.). This Agreement will apply to all additional Order(s) and all additional
features that you activate from within your HubSpot account.
2.3 Availability and Uptime. For details of HubSpot’s Service Uptime
Commitment, please see the Product Specific Terms.
2.4 Limits. The limits that apply to you will be specified in your Order Form,
this Agreement or in our Product and Services Catalog, and for our Free
Subscriptions; these limits may also be designated only from within the product
itself. For further information on the limits that apply to your subscription,
please refer to the Product Specific Terms.
You must be 18 years of age or older to use the Subscription Service.
2.5 Downgrades. Depending on your HubSpot product, you may be entitled to
downgrade your subscription. For further information on the downgrade terms that
apply to your subscription, please refer to the Product Specific Terms.
2.6 Modifications. We modify the Subscription Service from time to time,
including by adding or deleting features and functions, in an effort to improve
your experience. For further information on our modification rights that apply
to your subscription, please refer to the Product Specific Terms.
2.7 Customer Support. For information on the customer support terms that apply
to your subscription, please refer to the Product Specific Terms.
2.8 Acceptable Use. You will comply with our Acceptable Use Policy at
http://legal.hubspot.com/acceptable-use ("AUP").
2.9 Prohibited and Unauthorized Use. You will not use the Subscription Service
in any way that violates the terms of the AUP or for any purpose or in any
manner that is unlawful or prohibited by this Agreement. You will not (i)
directly or indirectly reverse engineer, decompile, disassemble or otherwise
attempt to uncover or discover the source code, object code or underlying
structure, ideas, know-how or algorithms relevant to the Subscription Services
or any software, documentation or data related to the Subscription Services;
(ii) modify, translate, or create derivative works based on the Subscription
Services (except to the extent expressly permitted by us); (iii) or remove any
proprietary notices or labels.
You may not use the Subscription Service if you are legally prohibited from
receiving or using the Subscription Service under the laws of the country in
which you are resident or from which you access or use the Subscription
Service.
You may not use the Subscription Service in a way that would violate local or
industry-specific regulations (for example, the Children's Online Privacy
Protection Rule consistent with the requirements of the Children’s Online
Privacy Protection Act ("COPPA"), the Health Insurance Portability and
Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), the Federal
Information Security Management Act (FISMA), etc.).
2.10 Sensitive Data. The HubSpot Sensitive Data Terms available at
https://legal.hubspot.com/sensitive-data-terms are incorporated into this
Agreement if you enable the Sensitive Data functionality in your HubSpot
Account. To the extent specifically permitted under the HubSpot Sensitive Data
Terms and subject to those additional terms, you may use the Subscription
Services to collect, store, manage, or otherwise process information considered
sensitive information under various regulations.
2.11 Customer Responsibilities. To realize the full value of the Subscription
Service and Consulting Services, your participation and effort are needed.
Resources that may be required from you include a project manager, one or more
content creators, a sales sponsor, an executive sponsor and a technical resource
(or equivalent). Responsibilities that may be required include planning of
marketing programs; setting of a content creation calendar; creating blog posts,
social media content, Calls-To-Action (CTAs), downloads, emails, nurturing
content, and other materials; acting as internal liaison between sales and
marketing; providing top level internal goals for the use of the Subscription
Service; attending regular success review meetings; and supporting the
integration of the Subscription Service with other sales and marketing systems.
2.12 Free Trial. If you register for a free trial, we will make the applicable
Subscription Service available to you on a trial basis free of charge until the
earlier of (a) the end of the free trial period (if not terminated earlier) or
(b) the start date of your paid subscription. Unless you purchase a subscription
to the applicable Subscription Service before the end of the free trial, all of
your data in the Subscription Service may be permanently deleted at the end of
the trial, and we will not recover it. If we include additional terms and
conditions on the trial registration web page, those will apply as well.
2.13 Legacy Products. If you have a legacy HubSpot product, some of the
features and limits that apply to that product may be different than those that
appear in these General Terms, Product Specific Terms and/or the Product and
Services Catalog. If you have legacy HubSpot products, we may choose to move you
to our then-current products at any time. If you determine that you are using a
legacy product and would like to upgrade to a current-version, you must execute
a new Order.
3. FEES
3.1 Subscription Fees. The Subscription Fee will remain fixed during the
Current Term of your subscription unless (i) you exceed your Maximum Contacts or
other applicable limits (see the ‘Limits’ section above), (ii) you upgrade
products or base packages, (iii) you subscribe to additional features or
products, including additional Contacts, or (iv) otherwise agreed to in your
Order. We may also choose to decrease your fees upon written notice to you. You
can find all the information about how your fees may be otherwise adjusted in
Product Specific Terms. Please review the Product Specific Terms for information
on Commerce Hub Subscription Services that may have different fee structures.
3.2 Fee Adjustments at Renewal. Upon renewal, we may increase your Subscription
Fees up to our then-current list price set out in our Product and Services
Catalog. If this increase applies to you, we will notify you at least thirty
(30) days in advance of your renewal and the increased fees will apply at the
start of the next Renewal Term. If you do not agree to this increase, either
party can choose to terminate your subscription at the end of your Current Term
by giving the notice required in the ‘Notice of Non-Renewal’ section below.
Please review the Product Specific Terms for information on Commerce Hub
Subscription Services that have different fee adjustment notice requirements.
3.3 Payment of Fees. If you are paying by credit card, you authorize us to
charge your Authorized Payment Method for all fees payable during the
Subscription Term. You further authorize us to use a third party to process
payments, and consent to the disclosure of your payment information to such
third party.
In the event of a failed attempt to charge your Authorized Payment Method (for
example, if your Authorized Payment Method has expired or is no longer valid),
we reserve the right, and you authorize us, to retry billing your Authorized
Payment Method. If you update your Authorized Payment Method to remedy a change
in validity or expiration date, we will automatically resume billing; we may
also receive updates on your Authorized Payment Method through our payment
service providers and automatically resume billing. We may suspend your access
in accordance with the 'Suspension' section or terminate your account in
accordance with the 'Termination for Cause' section if we remain unable to
successfully charge a valid Authorized Payment Method.
3.4 Payment Against Invoice. All amounts invoiced are due and payable within
thirty (30) days from the date of the invoice, unless otherwise specified in the
Order Form. If you are paying by invoice, we will invoice you no more than
forty-five (45) days before the fees are payable during the Subscription Term,
for example, in advance of the beginning of the next Renewal Term and each
subsequent Billing Period.
3.5 Payment Information. You will keep your business information up to date,
including your company name, address, and primary contact. You will also keep
your Authorized Payment Method and billing information up to date for the
payment of incurred and recurring fees, including your tax information.
Changes may be made on your Billing Page within your HubSpot account. You
authorize HubSpot to continue to charge your Authorized Payment Method for
applicable fees during your Subscription Term and until any and all outstanding
Fees have been paid in full. All payment obligations are non-cancelable and all
amounts paid are non-refundable, except as specifically provided for in this
Agreement. All fees are due and payable in advance throughout the Subscription
Term. If you are a HubSpot Solutions Partner that purchases on behalf of a
client, you agree to be responsible for the Order Form and to guarantee payment
of all fees.
3.6 Sales Tax. All fees are exclusive of taxes, which we will charge as
applicable. You agree to pay any taxes applicable to your use of the
Subscription Service and performance of Consulting Services. You will have no
liability for any taxes based upon our gross revenues or net income. At our
request, you will provide us with your tax identification information under
which you are registered in your registered state; missing this information may
impact our ability to service your account, including issuing refunds or credits
for applicable taxes.
If you are located in the European Union, the United Kingdom, or Switzerland,
all fees are exclusive of any VAT and you represent that you are registered for
VAT purposes in your member state. If you do not provide us with a country
specific tax number prior to your transaction being processed, we will not issue
refunds or credits for any VAT that was charged. If you are subject to GST, all
fees are exclusive of GST. If you are located in Canada, all fees are exclusive
of GST, PST and HST.
3.7 Withholding Tax. If you are required to deduct or withhold tax from
payment of your HubSpot invoice, you may deduct this amount from the applicable
Subscription Fee due to the extent it is due and payable as assessed withholding
tax required under laws that apply to you (the “Deduction Amount”).
You will not be required to repay the Deduction Amount to us, provided that you
present us with a valid tax receipt verifying payment of the Deduction Amount to
the relevant tax authority within ninety (90) days from the date of the invoice.
If you do not provide this tax receipt within the specified time period, then
all fees, inclusive of the Deduction Amount, will be immediately due and
payable, and failure to pay these fees may result in your account being
suspended or terminated for non-payment.
4. TERM AND TERMINATION
4.1 Term and Renewal. Your Initial Term will be specified in your Order, and,
unless otherwise specified in your Order, your subscription will automatically
renew for the shorter of the same duration as your prior term or one year.
4.2 Notice of Non-Renewal. Unless otherwise specified in your Order, to
prevent renewal of your subscription, you or we must give written notice of
non-renewal. The deadline for sending this notice varies depending on the
HubSpot product and edition you have subscribed to. For more information on
non-renewal notice periods, please see the Product Specific Terms.
If you decide not to renew, you may send this non-renewal notice to us by
indicating that you do not want to renew by turning auto-renew off by accessing
the billing details information in your HubSpot account, or by following the
steps at this knowledge base article
https://knowledge.hubspot.com/account/how-do-i-cancel-my-hubspot-account, as
applicable.
4.3 Early Cancellation. You may choose to cancel your subscription early at
your convenience provided that, we will not provide any refunds of prepaid fees
or unused Subscription Fees, and you will promptly pay all unpaid fees due
through the end of your Current Term. See the 'Notice of Non-Renewal' section
for information on how to cancel your subscription.
4.4 Termination for Cause. Either party may terminate this Agreement for cause,
as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the
other party of a material breach if such breach remains uncured at the
expiration of such period, or (ii) immediately, if the other party becomes the
subject of a petition in bankruptcy or any other proceeding relating to
insolvency, cessation of business, liquidation or assignment for the benefit of
creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we
determine that you are acting, or have acted, in a way that has or may
negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of your Current
Term.
4.5 Suspension
4.5.1 Suspension for Prohibited Acts
We may suspend any User’s access to any or all Subscription Services without
notice for:
(i) use of the Subscription Service in a way that violates applicable local,
state, federal, or foreign laws or regulations or the terms of this Agreement,
(ii) use of the HubSpot email send service that results in excessive bounces,
SPAM complaints via feedback loops, direct spam complaints (to our abuse desk),
or requests for removal from a mailing list by recipients, or
(iii) repeated instances of posting or uploading material that infringes or is
alleged to infringe on the copyright or trademark rights of any person or
entity.
We may, without notice, review and delete any Customer Data or Customer
Materials that we determine in good faith violate these terms or the AUP,
provided that, we have no duty (unless applicable laws or regulations provide
otherwise) to prescreen, control, monitor or edit your Customer Data or Customer
Materials.
You can find details about HubSpot and the European Union Digital Services Act
of 2024 at https://legal.hubspot.com/digital-services-act which is not
incorporated into this Agreement and provided for your information only.
4.5.2 Suspension for Non-Payment
We will provide you with notice of non-payment of any amount due. Unless the
full amount has been paid, we may suspend your access to any or all of the
Subscription Services ten (10) days after such notice. We will not suspend the
Subscription Service while you are disputing the applicable charges reasonably
and in good faith and are cooperating diligently to resolve the dispute. If a
Subscription Service is suspended for non-payment, we may charge a re-activation
fee to reinstate the Subscription Service.
4.5.3 Suspension for Present Harm
If your website, or use of, the Subscription Service:
(i) is being subjected to denial of service attacks or other disruptive
activity,
(ii) is being used to engage in denial of service attacks or other disruptive
activity,
(iii) is creating a security vulnerability for the Subscription Service or
others,
(iv) is consuming excessive bandwidth or storage, or
(v) is causing harm to us or others, then we may, with electronic or telephonic
notice to you, suspend all or any access to the Subscription Service.
We will make commercially reasonable efforts to limit the suspension to the
affected portion of the Subscription Service, and each party will make
reasonable efforts to promptly resolve the issues causing the suspension of the
Subscription Service. Nothing in this clause limits our right to terminate for
cause as outlined above, if we determine that you are acting, or have acted, in
a way that has or may negatively reflect on or affect us, our prospects, or our
customers.
4.5.4 Suspension and Termination of Free Services
We may suspend, limit, or terminate the Free Services for any reason at any time
without notice. We may terminate your subscription to the Free Services due to
your inactivity.
4.6 Effect of Termination or Expiration. If your paid subscription is
terminated or expires, we will continue to make available to you our Free
Services provided however, this may not be the case if your Agreement was
terminated for cause.
You will continue to be subject to this Agreement for as long as you have access
to a HubSpot account.
Upon termination or expiration of this Agreement, you will stop all use of the
Subscription Service and HubSpot Content. If you terminate this Agreement for
cause, we will promptly refund any prepaid but unused fees covering use of the
Subscription Service after termination. For the avoidance of doubt, this refund
does not include any fees owed from your use of HubSpot Payments, which is
separately governed under the HubSpot Payments Terms of Use. If we terminate
this Agreement for cause, you will promptly pay all unpaid fees due. Fees are
otherwise non-refundable.
5. CUSTOMER DATA
5.1 Customer’s Proprietary Rights.
You own and retain all rights to the Customer Materials and Customer Data. You
grant permission to us and our licensors to use the Customer Materials and
Customer Data as necessary to provide the Subscription Service and Consulting
Services to you, as permitted by this Agreement, and as permitted by applicable
law. If you are using the Subscription Service or receiving Consulting Services
on behalf of another party, then you represent and warrant that you have all
sufficient and necessary rights and permissions to do so.
5.2 Limits on HubSpot. We will use Customer Data in order to provide the
Subscription Service and Consulting Services to you, as permitted by this
Agreement, and as permitted by applicable law.
5.3 Data Practices and Machine Learning.
5.3.1 Usage Data.
We may collect information about you and your Users when you interact with the
Subscription Service as permitted by the Agreement.
5.3.2 Machine Learning.
We may use Customer Data for machine learning to support and develop features
and functionality within the Subscription Service and similar products and
services. You instruct us to use Customer Data for such purposes. You may
opt-out of having your Customer Data used for machine learning by emailing
privacy@hubspot.com.
5.3.3 HubSpot Tracking Code and Customer Websites
You may choose to include the HubSpot tracking code designed to monitor digital
interactions (the “HubSpot Tracking Code”) in Customer Content you use in
HubSpot, including your websites or digital properties (“Customer Websites”).
The HubSpot Tracking Code is available to use with or without HubSpot enrichment
products; please refer to the Product Specific Terms and Products and Services
catalog for options. We may use data collected through the HubSpot Tracking
Code, which may include Personal Data such as IP addresses and other online
identifiers (“Website Data”) to provide, maintain, append, improve, enhance, and
develop our commercial dataset and Subscription Services. For more information
about how we process Website Data, see our knowledge base article “Install the
HubSpot tracking code.” For your ease of reference, the
‘Controller-to-Controller Terms’ section of the DPA applies to the extent that
Customer uses our enrichment products or the HubSpot Tracking Code, and each
party is considered a Controller under Data Protection Laws.
The Controller-to-Controller terms of the DPA will not apply if you both (i)
disable Intent data sharing collected from the HubSpot Tracking Code in your
HubSpot account, and (ii) are not using enrichment products.
5.3.4 Privacy Policy.
For more information on these practices, please see our Privacy Policy.
5.4 Protection of Customer Data. The terms of the DPA are hereby incorporated by
reference and will apply to the extent any Customer Data includes Personal Data.
The DPA sets out how we will process Personal Data on your behalf in connection
with the Subscription Services provided to you under this Agreement. We will
maintain commercially appropriate administrative, physical, and technical
safeguards to protect Personal Data as described in the DPA, including our
Security Measures in Annex 2 of our DPA.
5.5 Regional Data Hosting. We will store your Customer Data in a specific
location or geographical region (e.g., North America, Europe, etc.) as part of
your subscription subject to the terms of this Agreement and our Regional Data
Hosting Policy.
5.6 Customer Data Transfers. We and our Affiliates may transfer Customer Data
(including Personal Data) to the United States in connection with the
Subscription Service. To the extent we process Personal Data that is subject to
the protection of European Data Protection Laws (as defined in the DPA) in the
United States, we will process such Personal Data in accordance with the EU-U.S.
Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework,
and the Swiss-U.S. Data Privacy Framework (collectively, the "Data Privacy
Framework") as set out in our DPA. For more information about the Data Privacy
Framework, please see our Privacy Policy.
5.7 Retention, Deletion and Retrieval of Customer Data. For information
regarding the retention and deletion of Customer Data, please see the ‘HubSpot
Obligations’ section of our DPA. You can learn more about your right to retrieve
Customer Data from your HubSpot account in the ‘Retrieval of Customer Data’
sections as specified in our Product Specific Terms.
6. INTELLECTUAL PROPERTY
6.1 This is an agreement for access to and use of the Subscription Service, and
you are not granted a license to any software by this Agreement. We retain all
intellectual property rights to the HubSpot Content, the Subscription Service,
the Consulting Services, and any other products or services provided under this
Agreement. You agree not to copy, rent, lease, sell, distribute, or create
derivative works based on the HubSpot Content, the Subscription Service, or the
Consulting Services in whole or in part, by any means, except as expressly
authorized in writing by us. Our trademarks include, but aren’t limited to,
those listed on our trademarks page at http://legal.hubspot.com/trademarks
(which we may update at any time without notice to you), and you may not use any
of these without our prior written permission.
6.2 We encourage all customers to comment on the Subscription Service or
Consulting Services, provide suggestions for improving it, and vote on
suggestions they like. You agree that all such comments and suggestions will be
non-confidential and that we own all rights to use and incorporate them into the
Subscription Service or Consulting Services, without payment or attribution to
you.
7. CONFIDENTIALITY
7.1 The Receiving Party will: (i) protect the confidentiality of the
Confidential Information of the Disclosing Party using the same degree of care
that it uses to protect the confidentiality of its own confidential information
of like kind, but in no event less than reasonable care, (ii) not use any
Confidential Information of the Disclosing Party for any purpose outside the
scope of this Agreement, (iii) not disclose Confidential Information of the
Disclosing Party to any third party (except those third party service providers
used by us to provide some or all elements of the Subscription Service or
Consulting Services and HubSpot Solutions Partners bound by confidentiality
obligations), and (iv) limit access to Confidential Information of the
Disclosing Party to those of its and its Affiliates' employees, contractors and
agents who need such access for purposes consistent with this Agreement and who
have signed confidentiality agreements with the Receiving Party containing
protections no less stringent than those herein.
7.2 The Receiving Party may disclose Confidential Information of the Disclosing
Party if required to do so under any federal, state, or local law, statute, rule
or regulation, subpoena or legal process; provided, however, that (i) the
Receiving Party will provide the Disclosing Party with prompt notice of any
request that it disclose Confidential Information, sufficient to allow the
Disclosing Party to object to the request and/or seek an appropriate protective
order or, if such notice is prohibited by law, the Receiving Party will disclose
the minimum amount of Confidential Information required to be disclosed under
the applicable legal mandate; (ii) the Receiving Party will refer the request to
the Disclosing Party and will provide reasonable assistance to the Disclosing
Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a
protective order, unless the Receiving Party is explicitly prohibited from doing
so by law or court order; and (iii) in no event will the Receiving Party
disclose Confidential Information to a party other than a government agency
except under a valid order from a court having jurisdiction requiring the
specific disclosure, including in circumstances where the Disclosing Party
refuses to provide their consent or fails to respond to the Receiving Party’s
inquiries in connection with the request to disclose the Confidential
Information..
8. PUBLICITY
You grant us the right to add your name and company logo to our customer list
and website. You can opt-out of this use by filling out the Publicity Opt-Out
form at https://legal.hubspot.com/publicity-opt-out-1.
9. INDEMNIFICATION
You will indemnify, defend and hold us and our Affiliates harmless, at your
expense, against any third-party claim, suit, action, or proceeding (each, an
"Action") brought against us (and our officers, directors, employees, agents,
service providers, licensors, and Affiliates) by a third party not affiliated
with us or our Affiliates to the extent that such Action is based upon or arises
out of
(a) unauthorized or illegal use of the Subscription Service by you or your
Affiliates,
(b) your or your Affiliates' noncompliance with or breach of this Agreement,
(c) your or your Affiliates' use of Third-Party Products, or
(d) the unauthorized use of the Subscription Service by any other person using
your User information.
We will: notify you in writing within thirty (30) days of our becoming aware of
any such claim; give you sole control of the defense or settlement of such a
claim; and provide you (at your expense) with any and all information and
assistance reasonably requested by you to handle the defense or settlement of
the claim. You will not accept any settlement that (i) imposes an obligation on
us; (ii) requires us to make an admission; or (iii) imposes liability not
covered by these indemnifications or places restrictions on us without our prior
written consent.
10. DISCLAIMERS; LIMITATION OF LIABILITY
10.1 Performance Warranty. We warrant that: (i) the Subscription Service and
Consulting Services will be provided in a manner consistent with generally
accepted industry standards, and (ii) we will not knowingly introduce any
viruses or other forms of malicious code into the Subscription Service; provided
however, this warranty will not apply to you if you only use the Free Services.
In the event of non-conformance with this warranty, we will use commercially
reasonable efforts to correct such non-conformance. If we cannot correct such
non-conformance within sixty (60) days from the date when you notified us of the
non-conformity (the “Remedy Period”), then either party may terminate this
Agreement by providing the other party written notice within thirty (30) days
after the end of the Remedy Period. If you terminate the Agreement for this
reason, we will promptly refund any prepaid but unused fees covering use of the
Subscription Service after termination in accordance with the ‘Effect of
Termination or Expiration’ provision of this Agreement.
We will not have any obligation or liability under this section if the
non-conformance is caused by or based on: (i) any combination of the
Subscription Service with any hardware, software, equipment, or data not
provided by us, (ii) modification of the Subscription Service by anyone other
than us, or modification of the Subscription Service by us in accordance with
specifications or instructions that you provided, or (iii) use of the
Subscription Service in violation of or outside the scope of this Agreement.
THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH
RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
10.2 Disclaimer of Warranties. EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’
SECTION AND WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER
DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO
REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY,
TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SUBSCRIPTION SERVICE, DATA
SYNCHED TO OR MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, HUBSPOT CONTENT, OR
THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES
(APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE
SUBSCRIPTION SERVICE, HUBSPOT CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS
IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND
CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO
THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND NON-INFRINGEMENT.
10.3 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL
EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS
OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS
IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT,
THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.
10.4 Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES,
YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’
SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS,
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS
AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS
AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF
A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS
PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD
PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION
WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE
ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR
USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE
HUNDRED U.S. DOLLARS.
10.5 Third Party Products. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH
RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO
LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
10.6 Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR
AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION
SERVICE TO YOU.
10.7 Additional Coverage Terms. If your Total Committed Subscription Value
exceeds thirty-five thousand U.S. dollars (USD$35,000), then the HubSpot
Additional Coverage Terms available at Appendix 1 to these General Terms will
apply. If these terms apply to you, then they are incorporated into the
Agreement.
11. MISCELLANEOUS
11.1 Amendment; No Waiver.
We may modify any part or all of the Agreement by posting a revised version at
http://legal.hubspot.com. The revised version will become effective and binding
the next business day after it is posted. We will provide you notice of this
revision by email or in-app notification. If you would like to receive an email
notification when we update the Agreement, complete the form found at
https://legal.hubspot.com/subscribe-tos-updates.
If you do not agree with a modification to the Agreement, you must notify us in
writing within thirty (30) days after we send notice of the revision. If you
give us this notice, then your subscription will continue to be governed by the
terms and conditions of the Agreement prior to modification until your next
renewal date, after which the terms posted at http://legal.hubspot.com will
apply. However, if we can no longer reasonably provide the subscription to you
under the terms prior to modification (for example, if the modifications are
required by law or result from general product changes), then the Agreement
and/or affected Subscription Services will terminate upon our notice to you and
we will promptly refund any prepaid but unused fees covering use of the
Subscription Service after termination in accordance with the ‘Effect of
Termination or Expiration’ provision of this Agreement.
No delay in exercising any right or remedy or failure to object will be a waiver
of such right or remedy or any other right or remedy. A waiver on one occasion
will not be a waiver of any right or remedy on any future occasion.
11.2 Force Majeure. Except for payment obligations of amounts due under this
Agreement, neither party will be responsible for failure or delay of performance
if caused by: an act of war, hostility, or sabotage; act of God; electrical,
internet, or telecommunication outage that is not caused by the obligated party;
government restrictions; pandemic; or other event outside the reasonable control
of the obligated party. Each party will use reasonable efforts to mitigate the
effect of a force majeure event.
11.3 Actions Permitted. Except for actions for nonpayment or breach of a
party’s proprietary rights, no action, regardless of form, arising out of or
relating to this Agreement may be brought by either party more than one (1) year
after the cause of action has accrued.
11.4 Relationship of the Parties. You and we agree that no joint venture,
partnership, employment, or agency relationship exists between us.
11.5 Compliance with Laws. We will comply with all U.S. state and federal laws
(where applicable) in our provision of the Subscription Service, the Consulting
Services and our processing of Customer Data. We reserve the right at all times
to disclose any information as necessary to satisfy any law, regulation, legal
process or governmental request.
We will comply with our Code of Business Conduct and Ethics (a/k/a our Code of
Use Good Judgment) which can be found on our Investor Relations page on
hubspot.com; the Code of Use Good Judgment is incorporated into this Agreement,
but any other linked materials available on our Investor Relations Page are for
information only and not incorporated into these terms. You will comply with all
applicable laws in your use of the Subscription Service and Consulting Services,
including any applicable export laws.
You must comply with all applicable laws related to the recording of phone calls
and ensure all proper consent to record is obtained prior to making any such
recording. You will comply with the sanctions programs administered by the
Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury
in your use and receipt of the Subscription Service and Consulting Services.
You will not directly or indirectly export, re-export, or transfer the
Subscription Service or Consulting Services to prohibited countries or
individuals or permit use of the Subscription Service or Consulting Services by
prohibited countries or individuals.
11.6 Severability. If any part of this Agreement or an Order Form is determined
to be invalid or unenforceable by applicable law, then the invalid or
unenforceable provision will be deemed superseded by a valid, enforceable
provision that most closely matches the intent of the original provision and the
remainder of this Agreement will continue in effect.
11.7 Notices. To HubSpot: Notice will be sent to the contact address set forth
in the Jurisdiction Specific Terms, and will be deemed delivered as of the date
of actual receipt.
To you: your address as provided in our HubSpot Subscription account information
for you. We may give electronic notices by general notice via the Subscription
Service and may give electronic notices specific to you by email to your e-mail
address(es) on record in our account information for you or through the
notifications center of the Subscription Service. We may give notice to you by
telephone calls to the telephone numbers on record in our account information
for you. You must keep all of your account information current.
11.8 Entire Agreement. This Agreement (including each Order), along with our
Privacy Policy is the entire agreement between us for the Subscription Service
and Consulting Services and supersedes all other proposals and agreements,
whether electronic, oral or written, between us. We object to and reject any
additional or different terms proposed by you, including those contained in your
purchase order, acceptance, supplier portal, or website. Our obligations are not
contingent on the delivery of any future functionality or features of the
Subscription Service or dependent on any oral or written comments made by us
regarding future functionality or features of the Subscription Service. We might
make versions of this Agreement available in languages other than English. If
we do, the English version of this Agreement will govern our relationship and
the translated version is provided for convenience only and will not be
interpreted to modify the English version of this Agreement.
11.9 Assignment. You will not assign or transfer this Agreement without our
prior written consent, except that you may assign this Agreement to a successor
by reason of merger, reorganization, sale of all or substantially all of your
assets, change of control or operation of law, provided such successor is not a
competitor of ours. We may assign this Agreement to any HubSpot Affiliate or in
the event of merger, reorganization, sale of all or substantially all of our
assets, change of control or operation of law.
11.10 No Third Party Beneficiaries. Nothing in this Agreement, express or
implied, is intended to or will confer upon any third party person or entity any
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.
11.11 Contract for Services. This Agreement is a contract for the provision of
services and not a contract for the sale of goods. The provisions of the Uniform
Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA),
or any substantially similar legislation as may be enacted, will not apply to
this Agreement. If you are located outside of the territory of the United
States, the parties agree that the United Nations Convention on Contracts for
the International Sale of Goods will not govern this Agreement or the rights and
obligations of the parties under this Agreement.
11.12 Authority. Each party represents and warrants to the other that it has
full power and authority to enter into this Agreement and that it is binding
upon such party and enforceable in accordance with its terms. You further
warrant and represent that you have the authority to procure your Affiliates
compliance with the terms of this Agreement.
11.13 Insurance. During the term of this Agreement, we will, at our own cost
and expense, obtain and maintain in full force and effect, with reputable
insurers having A.M. best ratings of at least A (VII) or better, liability
insurance with coverage and minimum limits of liability as follows: (i)
Commercial General Liability Insurance (Primary & Umbrella) or equivalent, with
minimum limits of $1,000,000 Each Occurrence and $2,000,000 Aggregate; (ii)
Workers' Compensation & Employers Liability Insurance (as required by the
state), with minimum limits of $500,000 Each Accident, $500,000 Disease-Policy
Limit and $500,000 Disease-Each Employee; (iii) Professional Liability
(cyber/errors and omissions liability insurance), with a limit of $5,000,000;
and (iv) Umbrella/Excess Liability Insurance, with a minimum limit of
$2,000,000.
11.14 U.S. Government Entities. If you are a U.S. local, state or federal
government entity, then the HubSpot Government Customer Additional Terms
available at Appendix 2 to these General Terms will apply to your Agreement. If
these terms apply to you, then they are incorporated into the Agreement and will
control in the event of any conflict with the Agreement.
11.15 Survival. The following sections will survive the expiration or
termination of this Agreement: ‘Definitions,’ ‘Fees,’ ‘Prohibited and
Unauthorized Use,’ ‘Early Cancellation,’ ‘Termination for Cause,’ ‘Suspension
for Prohibited Acts,’ ‘Suspension for Non-Payment,’ ‘Suspension for Present
Harm,’ ‘Suspension and Termination of Free Services,’ ‘Effect of Termination or
Expiration,’ ‘Intellectual Property,’ ‘Customer’s Proprietary Rights,’
‘Confidentiality,’ ‘Publicity,’ ‘Indemnification,’ ‘Disclaimers; Limitations of
Liability,’ ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law.’
Additionally, the ‘Retrieval of Customer Data’ sections, and the ‘Beta Services’
section of the Product Specific Terms page will survive expiration or
termination of this Agreement.
11.16 Precedence. In the event of a conflict between the terms of the Agreement
and an Order, the terms of the Order will control, but only as to that Order.
APPENDIX 1
ADDITIONAL COVERAGE TERMS
If your Total Committed Subscription Value exceeds thirty-five thousand U.S.
dollars (USD$35,000), then these Additional Coverage Terms apply; if your Total
Committed Subscription Value is below this amount, then these terms will not
apply. We may update or change these terms in the same way as we can update or
change our Agreement, as we describe in the ‘Amendment; No Waiver’ section of
the General Terms.
1. HubSpot Indemnification
We will indemnify, defend and hold you harmless, at our expense, against any
Action brought against you (and your officers, directors, employees, agents,
service providers, licensors, and Affiliates) by a third party not affiliated
with you to the extent that such Action is based upon or arises out of (1) an
allegation that the Subscription Service infringes a valid patent in a member
state of the Patent Cooperation Treaty, registered trademark, or registered
copyright (“IP Indemnification”), or (2) our breach of our confidentiality
obligations or our use of Customer Data in violation of this Agreement
(“Confidentiality and Data Misuse Indemnification”).
You will: notify us in writing within thirty (30) days of you becoming aware of
any such claim; give us sole control of the defense or settlement of such a
claim; and provide us (at our expense) with any and all information and
assistance reasonably requested by us to handle the defense or settlement of the
claim. We will not accept any settlement that (i) imposes an obligation on you;
(ii) requires you to make an admission; or (iii) imposes liability not covered
by these indemnifications or places restrictions on you without your prior
written consent.
We will not have any obligation or liability under this section if the alleged
claim is caused by or based on: (i) any combination of the Subscription Service
with any hardware, software, equipment, or data not provided by us, (ii)
modification of the Subscription Service by anyone other than us, or
modification of the Subscription Service by us in accordance with specifications
or instructions that you provided, (iii) use of the Subscription Service in
violation of or outside the scope of this Agreement, (iv) an allegation that the
Subscription Service consists of a function, system or method traditionally
utilized in marketing, sales or services software that is not commercially
unique to the Subscription Service, and the commercially unique aspects of the
Subscription Service are not identified in the allegation giving rise to the
claim, or (v) user interface or related user design elements not provided by
us.
Notwithstanding the foregoing, in the event of such a claim, or if we believe
that such a claim is likely, we may, at our sole option and expense: (a) modify
the Subscription Service or provide you with substitute Subscription Service
that is non-infringing; or (b) obtain a license or permission for you to
continue to use the Subscription Service, at no additional cost to you; or (c)
if neither (a) nor (b) is, in our judgment, commercially practicable, terminate
your access to the Subscription Service (or to a portion of the Subscription
Service as necessary to resolve the claimed infringement) and refund any prepaid
but unused fees covering use of the Subscription Service after termination in
accordance with the ‘Effect of Termination or Expiration’ provision of this
Agreement. THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE
REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
2. Limitation of Liability
The 'Limitation of Liability' sub-section in the ‘Disclaimers; Limitations of
Liability’ section of the General Terms is revised to read as follows:
"EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR
OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, OUR LIABILITY ARISING FROM OUR
IP INDEMNIFICATION OBLIGATIONS UNDER THE ‘HUBSPOT INDEMNIFICATION’ SECTION AND
YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF,
NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS
AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS
AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF
A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS
PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD
PRECEDING THE EVENT GIVING RISE TO A CLAIM".
APPENDIX 2
U.S. GOVERNMENT CUSTOMER ADDITIONAL TERMS
If you are a U.S. local, state or federal government entity, including public
institutions of higher education, that uses the HubSpot products or services (a
“Government Customer”), then these HubSpot Government Customer Additional Terms
apply. We may update or change these terms in the same way as we can our
Agreement as we describe in the ‘Amendment; No Waiver’ section of our General
Terms.
These terms apply to the extent required by applicable law.
1. Government Customer Purpose
Government Customer may only use the Subscription Service and Consulting
Services for a governmental-related purpose. These terms will not apply in the
event the Subscription Service and/or Consulting Services are used for any
private, personal, or non-governmental-related purpose.
2. Indemnification
Government Customer's obligations in the ‘Indemnification’ section of the
General Terms will only apply to the extent permitted by applicable law.
3. Limitation of Liability
The 'Limitation of Liability' sub-section in the ‘Disclaimers; Limitations of
Liability’ section of the General Terms applies to the extent permitted by
applicable law. The following sentence is also added to the end of the
'Limitation of Liability' sub-section in the ‘Disclaimers; Limitations of
Liability’ section of the General Terms, or to the amended ‘Limitation of
Liability’ section in the HubSpot Additional Coverage Terms in Appendix 1 to the
General Terms, if applicable: “ALSO PROVIDED HOWEVER, THIS LIMITATION WILL NOT
APPLY TO EITHER PARTIES’ LIABILITY ARISING FROM ITS NEGLIGENCE THAT RESULTS IN
BODILY INJURY, DEATH, OR DAMAGE TO TANGIBLE PROPERTY.”
4. Contracting Entity and Applicable Law
The ‘Contracting Entity and Applicable Law’ section of the Jurisdiction Specific
Terms is revised to read as follows:
You are contracting with HubSpot, Inc. and this Agreement is governed by the
laws applicable to you as a Government Customer, or if no such laws are
specified, then the laws of the Commonwealth of Massachusetts, U.S.A., without
reference to conflicts of law principles. Government Customer agrees that we
have standing and privity of contract to bring a claim directly against
Government Customer in a court or body of competent jurisdiction.
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