PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
Your subscription to HubSpot through AWS Marketplace is subject to these AWS Marketplace HubSpot Customer Terms of Service, your AWS Customer Agreement, and the AWS Marketplace Terms and Conditions.
The following HubSpot documents are also incorporated into these terms, but as an Early Access customer, you understand the provisions in linked materials apply only to the extent we make those portions of the Subscription Services available to you through AWS Marketplace:
- AWS Marketplace HubSpot Customer Terms of Service: These contain the core legal and commercial terms that apply to your use of our products and services. Any references to Master Terms or General Terms means these AWS Marketplace HubSpot Customer Terms of Service.
- 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 as may be available to you as Available Products.
- 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.
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, and we will let you know when we update the terms via in-app notification or by email.
AWS Marketplace HubSpot Customer Terms [Early Access]
Last modified: September 16, 2026
1. Definitions
3. Fees
8. Publicity
10. Disclaimers; Limitation of Liability
11. Governing Law and Jurisdiction
12. Miscellaneous
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. As an Early Access customer purchasing through AWS Marketplace, your ability to purchase Add-Ons may be limited. You may engage with or activate additional features from within your HubSpot account if we make them available to you. Please keep in mind that some features may consume HubSpot Credits. This Agreement will apply to all HubSpot Subscription Services accessible as Available Products through AWS Marketplace.
"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 “AWS Marketplace Terms” means these AWS Marketplace HubSpot Customer Terms and all materials referred or linked to in here, unless otherwise stated to the extent they apply to Available Products. 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, knowledge base articles are for your information only, and they are not incorporated into this Agreement.
"Available Products" means the HubSpot Subscription Services we make available for purchase through AWS Marketplace.
“AWS Marketplace” means the digital catalog accessible at aws.amazon.com/marketplace where customers may purchase HubSpot Available Products.
“Beta Service” means a program, service, or a feature of a service, that is designated, labeled, described, or presented to you or the user as beta, alpha, experimental, pilot, limited release, in development, developer preview, non-production, early access, or evaluation, such that it is provided as an early access program prior to general commercial release.
“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 information is stored by you in 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 and Services Catalog.
“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).
"Overages" are additional fees incurred when you exceed your HubSpot Credits Limit, and incur Overages at our then-current rates.
“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, which is incorporated into this Agreement and as updated by us from time-to-time and available at http://legal.hubspot.com/hubspot-product-and-services-catalog as applicable to the scope of Available Products.
“Product Specific Terms" means the additional product-related terms that apply to your use of the Available Products within the HubSpot Subscription Services, 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 or that we otherwise make available to you as Available Products, 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 (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, Third-Party Products include non-HubSpot products and services available from, for example, our marketplaces, directories, and links made available through the Subscription Service and non-HubSpot services listed on https://ecosystem.hubspot.com/marketplace.
"Third-Party Sites" means third-party websites linked to from within the Subscription Service, including Communications Services.
"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 HubSpot, Inc.
"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 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 AWS Marketplace. 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 of Subscription Services 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 any Consulting Services; 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 must be 18 years of age or older to use the Subscription Service.
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. As an Early Access customer purchasing through AWS Marketplace, your ability to purchase additional features or Add-Ons may be limited. You may engage with or activate additional features from within your HubSpot account if we make them available to you. Please keep in mind that some of these features may consume HubSpot Credits. This Agreement will apply to all HubSpot Subscription Services accessible as Available Products.
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 AWS Marketplace online subscription process, designated from within the product itself, or this Agreement, including applicable sections reflecting Available Products in our Product and Services Catalog (collectively "Limits").
2.5 Downgrades. You are not permitted to downgrade your Subscription Service during your Current Term.
2.6 Modifications. We may modify the Subscription Service during the Subscription Term, including by adding or removing features, functions, Limits, or Add-Ons that apply to your subscription.
2.7 Customer Support. For information on the customer support terms that apply to your subscription, please refer to the Product Specific Terms.
As an AWS Marketplace Customer, please visit your AWS Support Center for any billing, collection, tax, AWS Marketplace checkout, or similar inquiries.
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); or (iii) 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 Subscription Service, some of the features and Limits that apply to that product may be different than those that appear in these AWS Marketplace Terms, Product Specific Terms and/or the Product and Services Catalog. If you have legacy Subscription Services, we may choose to move you to our then-current products at any time.
3. FEES
3.1 Subscription Fees. The Subscription Fee will not increase during the Current Term of your subscription unless (i) you exceed your applicable Limits and incur Overages invoiced at the then-current rates detailed in our Product and Services Catalog; (ii) you complete a purchase to subscribe to Add-Ons or additional products; and/or (iii) otherwise agreed to through the AWS Marketplace purchase process. We may also choose to decrease your fees upon written notice to you. Please review the Product Specific Terms for information on features that may have different fee structures. Adjustments for Overages, or Add-Ons, or other upgrades apply to the extent we provide them as part of the Available Products.
3.2 Payment of Fees and Taxes. As an Early Access customer purchasing through AWS Marketplace, you will remit all fees and taxes for the HubSpot Subscription Services to your AWS Contracting Party in accordance with your AWS Customer Agreement. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement.
4. TERM AND TERMINATION
4.1 Term and Renewal. The start date and duration of your Initial Term is detailed in the order documentation you authorize at checkout. Except as specifically provided for in this Agreement, you may not cancel your subscription prior to the end of your Current Term, and we will not provide any refunds of prepaid fees or unused Subscription Fees through the end of your Current Term.
4.2 Renewal. Your subscription will not automatically renew. Rather, your subscription will renew only upon written mutual agreement, including by HubSpot providing a quote for a Renewal Term you may execute through AWS Marketplace.
4.3 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.
4.4 Termination of Available Products. In the event the Available Products in your subscription are no longer listed in AWS Marketplace, whether due to our decision to remove them or AWS's decision to disable our offerings, we will continue to provide your current services for ninety (90) days (the "Wind-Down Period") on terms at least as favorable as those in effect at the time of removal or disablement. All fees and payment obligations will continue unchanged during the Wind-Down Period. After the Wind-Down Period, this Agreement will terminate. We may offer alternative service arrangements, which would be governed by separate terms if you choose to engage with those services.
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.
HubSpot Terms Tip: 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. HubSpot may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service 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 exhibiting anomalous usage patterns, consuming excessive bandwidth or storage, or shows other signs of potentially fraudulent or compromised access, or
(v) is consuming excessive bandwidth or storage, or
(vi) is causing harm to us or others.
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 through the AWS Marketplace.
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 Machine Learning and AI. We may use Customer Data to develop, support, and improve HubSpot AI features and functionality. We may also use Customer Data to train our AI models in compliance with our obligations under the Agreement. You may opt out of having your Customer Data used for this purpose by updating your settings in your HubSpot account. If you opt out, we will no longer collect Customer Data to train our AI models, unless you later update your settings and opt in.
HubSpot Terms Tip: Visit the “Opt out of HubSpot's machine learning data use” knowledge base article for more information. For the avoidance of doubt, opting out of HubSpot AI model training does not prevent you from using HubSpot AI features.
5.3.2 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.
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.
HubSpot Terms Tip: For more information about how we process Website Data, see our knowledge base article “Install the HubSpot tracking code”.
5.3.3 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., United States, European Union, etc.) as part of your subscription subject to the terms of this Agreement (each a “Hosting Location”). Your Customer Data will be replicated for disaster recovery and back-up purposes within your regional Hosting Location.
HubSpot Terms Tip: To confirm where your HubSpot account data is hosted, please see the HubSpot knowledge base article “HubSpot Cloud Infrastructure and Data Hosting | Frequently Asked Questions”.
5.5.1 Exclusions to Hosting Location. The Hosting Location does not apply to or cover other services or types of data including (i) Add-Ons, Third Party Products, or Beta Services (ii) Consulting Services; (iii) HubSpot Content; (iv) analytics or usage data generated in connection with the Subscription Service; (v) as indicated on the HubSpot Sub-Processors Page; or (vi) if Users or your end users access the Subscription Service outside of the Hosting Location. WE MAKE NO WARRANTY THAT A SPECIFIC HOSTING LOCATION WILL MEET YOUR DATA RESIDENCY REQUIREMENTS.
5.6 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 Ownership. 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 Suggestions. 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 Confidential Information Obligations. 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 Confidential Information 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) 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
8.1 Publicity Rights. You grant us the right to add your name and company logo to our customer list and website.
8.2 Publicity Opt-Out. 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
9.1 Customer 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
(i) unauthorized or illegal use of the Subscription Service by you or your Affiliates,
(ii) your or your Affiliates' noncompliance with or breach of this Agreement,
(iii) your or your Affiliates' use of Third-Party Products, or
(iv) 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 Action; give you sole control of the defense or settlement of such Action; 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 Action. 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.
9.2 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 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”).
You will: notify us in writing within thirty (30) days of you becoming aware of any such Action; give us sole control of the defense or settlement of such Action; 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 Action. 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 Action 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 Action, or (v) user interface or related user design elements not provided by us.
Notwithstanding the foregoing, in the event of such Action, or if we believe that such Action 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 ACTION PROVIDED FOR UNDER THIS SECTION.
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.
10.4 Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, AND EXCEPT FOR (i) YOUR LIABILITY FOR PAYMENT OF FEES, (ii) YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, (iii) OUR LIABILITY ARISING FROM OUR IP INDEMNIFICATION OBLIGATIONS UNDER THE 'INDEMNIFICATION' SECTION, AND (iv) YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF 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.
11. GOVERNING LAW AND JURISDICTION
You are contracting with HubSpot, Inc., and this Agreement is governed by the laws of the Commonwealth of Massachusetts, U.S.A., without reference to conflicts of law principles. Both parties consent to the exclusive jurisdiction and venue in the courts of Boston, Massachusetts, U.S.A. for all disputes arising out of or relating to this Agreement.
12. MISCELLANEOUS
12.1 Amendment; No Waiver. We may modify any part or all of the Agreement by posting a revised version at https://legal.hubspot.com/aws-marketplace. 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 https://legal.hubspot.com/aws-marketplace 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.
12.2 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.
12.3 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.
12.4 Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
12.5 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 which can be found on our Investor Relations page on hubspot.com; the Code of Business Conduct and Ethics is incorporated into this Agreement, and may be updated without additional notice to you. Any other linked materials available on our Investor Relations Page are for information only and not incorporated into these terms, and you may subscribe to notifications about updates to the Investor Relations page separately. You will comply with all applicable laws in your use of the Subscription Service and Consulting Services, including any applicable export or trade laws.
12.6 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. The headings and section titles are provided solely for your convenience and ease of navigation.
12.7 Notices.
(i) Notice to HubSpot will be sent to:
HubSpot, Inc.
Two Canal Park, Cambridge, MA 02141
Attention: Legal
(ii) Notice to you from HubSpot will be sent to the information provided in your AWS Marketplace account. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email or telephone to your Users. You must keep all of your business information up to date, including your company name, address, and primary contact.
12.8 Entire Agreement. This Agreement, 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.
12.9 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.
12.10 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.
12.11 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.
12.12 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.
12.13 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.
12.14 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.