Last Modified: October 8, 2020
PLEASE READ THIS APP PARTNER PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (the Company) and us (HubSpot). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot have you take part in our App Partner Program unless you agree to them. By taking part in our App Partner Program , you are agreeing to these terms and agree to and accept the following: our Developer Terms, our Developer Policy (together our “Platform Policy”), and our Business Partner DPA . If there's a conflict between the Developer Terms and this App Partner Program Agreement, the App Partner Program Agreement shall control.
We periodically update these terms and you can find the most recent version here.
"Agreement" means this App Partner Program Agreement and all materials referred or linked to in here. If you’re keeping track, this used to be called the Connect Partner Program Agreement.
“App Marketplace” refers to HubSpot’s App Marketplace located here: https://ecosystem.hubspot.com/marketplace/apps
“App Partner Participant(s)” or “App Partner” means participants in the App Partner Program , including Company
“App Partner Program ” means the App Partner Program as described in this Agreement.
“Certified Partner” means an entity who has completed the additional requirements described here.
“Company Product(s)” means your Solution (as defined in the Developer Terms) and your products and services.
“Customer” means the authorized actual user of the HubSpot Products.
"HubSpot Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our products and services.
“HubSpot Products” means all of our web-based inbound marketing and sales applications, tools and platforms.
“Installs” means an activated integration between a Company Product and HubSpot Customers.
“Listed Integrator” means an entity or individual which has completed the requirements located here: https://developers.hubspot.com/docs/api/app-marketplace-listing-requirements and has a listing in the App Marketplace (as defined below).
“Program Policies” means the policies applicable to App Partner Participants, including the HubSpot Developer Policy, as in effect from time to time, which we will publish at https://www.hubspot.com/partners/app/program-policies or other website we may choose.
"We", "us", “our”, and “HubSpot” means HubSpot, Inc.
“You” and “Company” means the party, other than HubSpot, entering into this Agreement and participating in the App Partner Program .
2. Company Acceptance
Once you complete an application to join the App Partner Program , we will review your application and let you know whether you have been accepted or not. Before we accept an application, we may reach out o to review your application with you . We may require that you complete certain requirements (besides those listed), questionnaires, assessments or certification(s) before we accept your application. If we do not let you know that you are accepted to take part
in the App Partner Program within sixty (60) days from your application, your application is considered to be rejected.
If you are accepted into the App Partner Program , then upon notification of acceptance, the terms and conditions of this Agreement and the Platform Policy shall apply in full force and effect until terminated, per the terms set forth below.
The App Partner Program includes two tiers of App Partner Participants: (1) Listed Integrators, (2) Certified Partners. If you are accepted we will specify your initial tier at the time of your acceptance. The Program Policies may include criteria and/or requirements that you must complete in order to qualify for a certain App Partner Participant tier. We may adjust your tier based on your completion of the criteria we make available to you (whether in this Agreement or communicated elsewhere). We will calculate the number of Installs based on our records, and make reasonable efforts to share install data with you.
a. Certification of Company Products. If you are an App Partner then the App Partner Program offers an opportunity for you to become a Certified Partner and have your Company product listed as a “Certified App”. We will certify a Company Product if you are eligible for certification based on your completion of he Certified Partner requirements and if we decide, in our good faith discretion, that the Company Product: (i) is of potentially significant benefit to our Customers, (ii) protects its users’ data, (iii) has achieved a minimum adoption level among our customers, (iv) complies with our Platform Policy and (iv) meets the interoperability, support, usage and other requirements set forth in this Agreement, Program Policies, and in the Platform Policy
b. Rights to Company Products. Subject to the terms and conditions of this Agreement, you hereby grant to us a non-transferable, non-exclusive, royalty-free license to internally use e Company Products, solely for (i) testing and certifying interoperability between the Company Products and the HubSpot Products, and (ii) providing maintenance support to our Customers. Unless you and we otherwise agree in writing, in no event will we: (a) modify, enhance, translate, supplement, create derivative works from reverse engineer, reverse compile or otherwise reduce the Company Products to human readable form, (b) sell, lease, transfer or sublicense the Company Products to any third party, (c) disclose or otherwise provide all or any portion of the Company Products to any person, (d) use the Company Products or any component thereof in a business production mode. Title to and ownership of the Company Products, and all patents, copyrights and property rights applicable thereto, shall at all times remain solely and exclusively with you.
c.Testing. We may offer you, at any time, with a test suite to be performed by you to output log files to be returned to us for review. We may review the output log files or test the operation of your Company Products to determine, in our good faith discretion, whether there is sufficient interoperability between the Company Products and the HubSpot Products, and whether the Company Products meet our security standards as described in the Platform Policy. We make suggestions and/or recommendations to you to modify the Company Products to help assure interoperability and/or security, you will either implement such suggestions and/or recommendations or terminate your participation in the App Partner Program
d.Questionnaires. We may provide you, at any time, with questionnaires, assessments, or surveys regarding the Company Products. Failure to respond or complete questionnaires or surveys may result in termination of your participation in the App Partner Program. Based on your answers, we make suggestions and/or recommendations to you to modify the Company Products, you will either implement such suggestions and/or recommendations or terminate your participation in the App Partner Program .
e. Modifications. We reserve the right to modify, cancel, and/or charge for the HubSpot Products, and you reserve the right to modify,cancel, and/or the Company Products, as each party sees fit, including new releases or updates (each, a "Modification"). Each party agrees to give the other party access to, or, as applicable, copies of all such Modifications that impact the interoperability between the Company Products and the HubSpot Products, free of charge for interoperation testing only, during the term of this Agreement.
If any Modification impacts compliance with our Platform Policy or interoperability between one of the Company Products and the HubSpot Products, we may by written notice to you (the “Resubmission Notice”): (i) request another full demonstration of the Company Product interoperating with the HubSpot Products as described above, (ii) offer reasonable suggestions to you in the event Modifications to the Company Product are required in an effort to ensure interoperability between the Company Product and the HubSpot Products, and (iii) provided you choose to support the interoperability certification status of the Company Product, you agree, within 30 days after the Resubmission Notice, to resubmit the Company Product, with any Modifications and, if applicable, an updated interoperability guide, to us for review of your recertification. If you elect not to have the Company Product re-certified or the Company Product fails to pass the interoperability testing within 30 days after the Resubmission Notice, your interoperability certification will be limited to the Company Product and HubSpot Product versions prior to the Modifications.
f. Compliance with Program Policies. You agree to comply with the terms and conditions of the Platform Policy at all times, including the App Partner Program Policies in effect from time to time, which are incorporated herein by reference. The Program Policies may include requirements that you must complete in order to qualify for App Partner Program benefits. The App Partner Program Policies are located at: https://developers.hubspot.com/docs/api/app-marketplace-listing-requirements and https://developers.hubspot.com/docs/api/certification-requirements
4. Audit Rights.
In addition to the terms of the Platform Policy, we may ask you to assist us in determining your compliance with this Agreement and/or our Platform Policy. You will use reasonable efforts to help us in this effort, including, but not limited to, allowing us to review your Company Products, your access logs, your systems, or appointing an independent party to conduct an audit.
This Agreement does not create an exclusive agreement between you and us. Both of us will 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 App Partners and HubSpot may develop new features or products that are similar to or compete with your Company Products.
6. No Fees
No fees, commissions or other payments will be due or payable under this Agreement. Each party is responsible for its own costs and expenses related to this Agreement and their respective products and services.
7. Your Duties and Restrictions
During the term of this Agreement, you agree that you shall (a) make the Company Products commercially available to our Customers, (b) give your Customers with qualified sales, installation, training, support and service for use of the Company Products in conjunction with the HubSpot Products, (c) give Customers a Service Level Agreement (d) promptly give us all reasonably requested information regarding the use of the Company Products in conjunction with the HubSpot Products, including appropriate documentation on the setup and configuration of the Company Products in conjunction with the HubSpot Products, (e) comply with all applicable laws and regulations, and (f) give us a written notification within twenty-four (24) hours of problem identification describing any technical issues that may impact the performance of the Company Products when used with the HubSpot Products.
You will use the HubSpot Products for your internal business purposes and will not: (i) willfully tamper with the security of the HubSpot Products or tamper with our customer accounts, (ii) access data on the HubSpot Products not intended for you, (iii) log into a server or account on the HubSpot Products that you are not authorized to access, (iv) attempt to probe, scan or test the vulnerability of any HubSpot Products or to breach the security or authentication measures without proper authorization, (v) willfully render any part of the HubSpot Products unusable, (vi) lease, distribute, license, sell or otherwise commercially exploit the HubSpot Products or make the HubSpot Products available to a third party other than as contemplated in this Agreement, (vii) use the HubSpot Products for time sharing or service bureau purposes or otherwise for the benefit of a third party, or (viii) provide to third parties any evaluation version of the HubSpot Products without our prior written consent
8. Training and Support
We will make available to you, without charge, the webinars, marketing materials and other resources at https://www.hubspot.com/partners/ap or https://www.hubspot.com/partners/app/marketing-resources, as applicable to you. We ask that you encourage your sales representatives and other relevant personnel to take part in our online end-user training and the ‘Inbound Marketing Certification’ program, as well as any training we may offer in new features and upgrades. If you are a Certified Partner, you may be eligible to receive certain technical support offerings as described in the Program Policies. Such technical support program offerings are provided under our technical support policies in effect at the time the support is provided. We may also choose to make benefits or offerings available dependent on your applicable App Partner Participant tier and status, and these benefits or offerings may require agreement to additional terms and conditions. We may change or discontinue any such benefits or offerings at any time without notice.
9. Optional Participant Programs
We may from time to time, and solely at our discretion, offer you the opportunity to take part in promotional programs (the “Optional Participant Programs”). Participation in these Optional Participant Programs is optional, and to participate, you may be required to agree to additional terms and conditions. If you choose to take part in any Optional Participant Programs, you grant us all rights and permissions to take all actions reasonably necessary to effectuate the purpose of the Optional Participant Programs (for example, promoting your products to our prospects and customers). We may discontinue the Optional Participant Programs at any time without notice.
You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos (the “Company Marks”) in connection with the App Partner Program and this Agreement.. We shall not acquire any interest, right, or title in any of your trademarks, copyrights, or content, and all associated goodwill shall reside with you.
During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you(our brand guidelines are located here), without altering them in any way, (ii) only use our trademarks in connection with the App Partner Program and this Agreement, and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading way, (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products, or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. Further, you will not make any express or implied statement or suggestion, or use our trademark in a manner that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on us, or our business, products or services. The foregoing shall not apply to normal competitive activities that you may engage in.
If your Company Product successfully completes the interoperability certification process, you may create a link to our website and, at your option, use the “HubSpot Certified” mark, in accordance with this section, on your website and in marketing collateral relating to your Company Product.
11. HubSpot’s Proprietary Rights
No license to any software is granted by this Agreement. The HubSpot Products are protected by intellectual property laws. The HubSpot Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the HubSpot Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the HubSpot Content, or the HubSpot Products in whole or in part, by any means, except as expressly authorized in writing by us. HubSpot, the Sprocket Design, the HubSpot logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all customers and partners to comment on the HubSpot Products, provide suggestions for improving them, 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 HubSpot Products, without payment to you.
As used in this Agreement, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), whether orally or in writing, (i) that is designated as confidential, and (ii) HubSpot customer and prospect information, whether or not otherwise designated as confidential. 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 or (iii) was independently developed by the receiving party without reference to the Disclosing Party’s Confidential Information.
a. Disclosure.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) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall 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.
b. Injunctive Relief. Each party acknowledges that the unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm to the other party. Accordingly, each party agrees that the other party will have the right to seek an immediate injunction against any breach or threatened breach of this “Confidentiality” section of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
c.No Insider Trading. During the Term of the Agreement with HubSpot, Partner and its officers, directors, employees, and agents (collectively, “Partner Representative(s)”) may be exposed to material, non-public information about HubSpot under federal or state securities laws. Partner Representatives understand that they may be found to be in violation of applicable laws if they take advantage of such information. If Partner Representatives are exposed to such material, nonpublic information, Partner Representatives agree not to: (1) trade in HubSpot’s securities (including common stock, stock options, other HubSpot-issued securities, or derivative securities), (2) have others trade in HubSpot’s securities on the Partner Representative’s behalf, (3) give trading advice of any kind about HubSpot, (4) disclose any material, nonpublic information to anyone else who might then trade, or (5) recommend to anyone that they purchase or sell HubSpot’s securities. Please contact John Kelleher, HubSpot’s General Counsel, at email@example.com if you have any questions regarding compliance with this section.
13. Term and Termination
a. Term. This Agreement will apply for as long as you participate in the App Partner Program and are listed in the App Marketplace, until terminated.
b. Termination Without Cause. Both of us may terminate this Agreement on thirty (30) days written notice to the other party.
c. Termination. If you are accepted to the App Partner Program in the Listed Integrator tier and do not: (i) drop below 3 installs (90) days after we publish your listing on our integrations page, or (ii) complete all the requirements for publication of your listing within thirty (30) days after acceptance, then we may terminate this agreement immediately on written notice to you.
d. Termination for Cause. We may terminate this Agreement and/or suspend your access to the HubSpot Products: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you violate applicable local, state, federal, or foreign laws or regulations, (iii) immediately if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us for such subscription, or (iv) immediately, if we find that you are acting in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
e.Effects of Expiration/Termination. Upon termination or expiration of this Agreement, any certification granted pursuant to the App Partner Program shall be immediately terminated and you will immediately discontinue all use of our trademark, and will remove all HubSpot certification badges and App Partner Program information and references from your website(s) and other collateral. If after termination or expiration of this Agreement, technical support issues arise related to a Customer that is utilizing a previously certified version of the Company Product, then the parties agree to cooperate in good faith to respond to such Customer issues. Termination or expiration of this Agreement shall not cause your subscription agreement to be terminated, if you have one. You will continue to provide commercially reasonable support to Customers for a period of one (1) year after the expiration or termination of this Agreement.
14. Representations and Warranties
You represent and warrant that: (i) you have full power and authority to enter into this Agreement and that it is binding upon you and enforceable in accordance with its terms, (ii) your participation in this App Partner Program will not conflict with any of your existing agreements or arrangements, (iii) you own or have sufficient rights to use and to grant to us our right to use the Company Marks, and (iv) the Company Products do not infringe or misappropriate the intellectual property rights of a third party or violate applicable law.
You will indemnify, defend and hold us 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) to the extent that such Action is based upon or arises out of: (a) your participation in the App Partner Program , (b) use of the Company Products, (c) your noncompliance with or breach of this Agreement, (d) our use of the Company Marks, (e) your participation in Optional Participant Programs, or (f) any claim that the Company Products infringe or misappropriate the intellectual property rights of a third party or violate applicable law. 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 shall 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.
16. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE HUBSPOT PRODUCTS, HUBSPOT CONTENT, THE App Partner Program OR THE OPTIONAL PARTICIPANT PROGRAMS FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE HUBSPOT PRODUCTS AND OPTIONAL PARTICIPANT PROGRAMS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE HUBSPOT PRODUCTS AND THE OPTIONAL PARTICIPANT PROGRAMS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO FIVE THOUSAND DOLLARS.
a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at http://legal.hubspot.com/app-program-agreement. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.
If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after the modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. 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.
b. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.
c. Force Majeure. 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; 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.
d. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
e. Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf 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 us, 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 HubSpot Products. 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 HubSpot Products to prohibited countries or individuals or permit use of the HubSpot Products by prohibited countries or individuals.
f. Severability. If any part of this Agreement 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.
g. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To HubSpot, Inc.: HubSpot, Inc., 25 First Street, 2nd Floor, Cambridge, MA 02141, U.S.A. Attention: General Counsel
To you: your address as provided in our account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
h. Entire Agreement. This Agreement is the entire agreement between us for App Partner Program and supersedes all other proposals and agreements (including all prior versions of the agreement applicable to the App Partner Program , if any), 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 or website. Our obligations are not contingent on the delivery of any future functionality or features of the HubSpot Products or dependent on any oral or written public comments made by us regarding future functionality or features of the HubSpot Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. 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.
i. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
j. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
k. 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.
l. Program Policies. We may change the Program Policies from time to time by updating our website. Your participation in the App Partner Program is subject to the Program Policies, which are incorporated herein by reference.
m. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the HubSpot Products, our trademarks, or any other property or right of ours.n. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘HubSpot’s Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Ex