Legal Stuff

PLEASE READ THESE TERMS CAREFULLY.

These Billing Migration Beta Services Terms apply to and govern your participation in and use of HubSpot's Billing Migration Beta Services.  

The Billing Migration Beta Services Terms form a part of the HubSpot Customer Terms of Service (the "Agreement") and are hereby incorporated therein. The Agreement continues to apply with regard to your use of the Subscription Service, participation in and use of our Billing Migration Beta Services. Capitalized terms used herein and not otherwise defined here will have the meanings assigned to them in the Agreement.

We are currently offering the Billing Migration Services as a beta program, subject to the HubSpot Beta Terms. 

1.  DEFINITIONS

“Billing Migration” or "Billing Migration Beta Services" means the HubSpot private billing migration beta program which permits you to transfer existing billing subscription data from your account with a third party to your HubSpot account. HubSpot's Billing Migration Beta Services are governed by the terms herein or that we otherwise make available to you. These services are further described in these Billing Migration Beta Services Terms.

“Billing Migration Services Beta Terms" means these additional Billing Migration Services Beta Terms that apply to and govern your participation in and use of HubSpot's Billing Migration Beta Services.  

"Location" means the region or geographic area where your Customer Data is primarily stored within our cloud infrastructure (e.g. North America or Europe). The data regional data hosting location is indicated on your Order Form and/or in your invitation to participate in HubSpot's Billing Migration Beta Services. 

2.  BILLING MIGRATION BETA SERVICES

a. Eligibility and Participation 

You may participate in and use the Billing Migration Beta Services upon invitation and/or approval by HubSpot. In the event that you are no longer a Customer of HubSpot, your participation in and use of the Billing Migration Beta Services will be terminated.

b. The Billing Migration Beta Services Are As Is 

By accepting these Billing Migration Services Beta Terms, or using the Billing Migration Beta Services, you understand and acknowledge that the Billing Migration Beta Services are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis. The Billing Migration Beta Services may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BILLING MIGRATION BETA SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. We are not obligated to provide any maintenance, technical, or other support for the Billing Migration Beta Services.

3.  HOSTING LOCATION

a. Hosting Location 

Subject to section 4 (Covered Services) of these Billing Migration Services Beta Terms, HubSpot agrees to store Customer Data within the Location. You understand and agree that these Billing Migration Services Beta Terms supersede and replace any provisions in the Agreement regarding the location of Customer Data storage and, for the purposes of the HubSpot Data Processing Agreement (“DPA”), constitute your Instructions in relation to the storage of Customer Data. 

b. Limits

We may change the limits that apply to your use of the Billing Migration Beta Services at any time in our sole discretion without notice to you, regardless of whether or not these are used in conjunction with other products or services for which you pay us a fee.

c. Modifications 

As a Beta Service, you understand that we may make changes to the Billing Migration Beta Services that materially reduce the functionality provided to you during the Subscription Term.

4. COVERED SERVICES

a. Covered Services

You understand and agree that the Billing Migration Beta Services only apply to and cover the certain types of Customer Data related to products and services available from Commerce Hub (as further specified in the Product and Services Catalog available at https://legal.hubspot.com/hubspot-product-and-services-catalog), including, but not limited to, subscriptions, payments, internal invoices, and internal orders. Except where otherwise agreed, the Billing Migration Beta Services do not apply to or cover other services or types of data in connection with the Subscription Service. For more information on Billing Migration and Customer Data involved, please see HubSpot’s Knowledge Base Article - Migrate Stripe subscriptions to HubSpot  (“KB Article”) available at https://knowledge.hubspot.com/payments/migrate-stripe-subscriptions-to-hubspot.

b. Excluded Services

You also understand, acknowledge and agree that (i) the Billing Migration Beta Services only cover Customer Data submitted or collected with your third party account prior to your participation in and use of the Billing Migration Beta Services; (ii) HubSpot, Inc. is located in the United States of America ("USA" or "United States") and certain storage and processing may continue outside the Location, including in the USA and other regions where HubSpot, its Affiliates and service providers operate for the purposes of providing customer support, product development, and security and abuse prevention. Please see the HubSpot Regional Data Hosting Policy (available at https://legal.hubspot.com/hubspot-regional-data-hosting-policy)  for more information; (iii) Customer Data may be accessed outside of the EU if Users that access the Billing Migration Beta Services are located outside of the EU and (iv) we may use third party service providers located outside the Location to assist with Billing Migration. 

5. BILLING MIGRATION

a. Billing Migration

Billing Migration is a programmatic migration of your billing and subscription data from your account with a third party (e.g. Stripe) to your HubSpot account. For more information on Billing Migration, please refer to the KB Article. We will provide you with a migration of Customer Data in accordance with the Billing Migration Beta Services Terms.

You acknowledge a) the limitations as described in the KB Article, b) you assume the risk that some data may be lost, either through loss during the migration or data not captured during the Billing Migration; c) HubSpot may cancel a migration or a migration may fail and d) HubSpot will not be responsible for any credits, data loss, or other costs to Customer.  

b. Customer Obligations 

You agree, at your own cost and expense, to supply your own personnel and resources or that of your designated third party service provider to support the Billing Migration. In the event that you do not provide such personnel and resources in a timely manner, we may at our option either (i) inform you that Billing Migration was not possible and will terminate the Billing Migration Beta Services Terms and you will remain on your current HubSpot account with the current Customer Data or (ii) deem the Billing Migration complete. 

c. Post Data Migration

After a reasonable period of time, we will either delete or anonymize your Customer Data or, if this is not possible, then we will securely store your Customer Data and isolate it from any further use until deletion is possible. 

We retain your Customer Data on an ongoing legitimate business need to do so. When we no longer have an ongoing legitimate business need to process your Customer Data, we will securely delete the data or anonymize it or, if this is not possible, securely store your Customer Data and isolate it from any further processing until deletion is possible. 

d. Customer Support

As a HubSpot Customer, you will have access to support as stated in the Agreement. We do not promise or guarantee any specific response time and we may limit or deny your access to support for Billing Migration if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of HubSpot representatives.

6. INTELLECTUAL PROPERTY

You agree that we own all legal rights, title and interest in and to the Billing Migration Beta Services, including all intellectual property rights, and except for the license provided in the Agreement, no other rights or permissions to any of the Subscription Service is granted.

Nothing herein gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. Except to the extent permitted by law, you may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with the Billing Migration Beta Services and/or any other aspect of HubSpot technology, except as permitted by us.

7. CONFIDENTIAL INFORMATION

You acknowledge and agree that: (a) the Billing Migration Beta Services constitute Confidential Information as defined in the Agreement; (b) you acknowledge that the successful market launch of commercial versions of the Billing Migration Beta Services requires you to keep all HubSpot data and information discussed and/or made available through or contained in the Billing Migration Beta Services strictly confidential; (c) the premature release of any of the Confidential Information would damage HubSpot’s competitive and intellectual property interests; and (d) and information about the Billing Migration Beta Services shall not be shared with anyone other than other authorized users of the Billing Migration Beta Services, which may include Users in your HubSpot account.

8. FEEDBACK

The Billing Migration Beta Services are made available to you for the purposes of evaluation and feedback without any compensation or reimbursement of any kind from HubSpot. You acknowledge the importance of communication between you and HubSpot during your use of the Billing Migration Beta Services and agree to receive related correspondence and updates from us.

As part of using the Billing Migration Beta Services, you will be asked to provide feedback regarding your use of the Billing Migration Beta Services. You acknowledge that HubSpot owns any feedback provided, and you hereby grant to us, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any of our products or services at any time at our sole discretion. 

We may also monitor how you use the Billing Migration Beta Services and use that information to improve the Billing Migration Beta Services or our other products and services.

9. TERM AND TERMINATION

These terms will remain in effect for as long as you use the Billing Migration Beta Services. These Billing Migration Beta Services shall automatically terminate on completion of the data migration or where we notify you (such notice may be provided by email) that the Billing Migration Beta Services have ended. At the end of the Billing Migration Beta Services, the Agreement shall apply to the Subscription Service set out in your Order Form. Either party may terminate these Billing Migration Beta Services for any reason before the commencement of the data migration; in this event, the Billing Migration Beta Services would terminate and you would remain on your current HubSpot portal with your current Customer Data. 

10. DISCLAIMER OF WARRANTIES

YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE BILLING MIGRATION BETA SERVICES ARE PROVIDED BY HUBSPOT ON AN “AS IS” BASIS AND AS AVAILABLE, AND YOUR ACCESS TO, PARTICIPATION AND/OR USE OF THE BILLING MIGRATION BETA SERVICES IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, HUBSPOT EXPRESSLY DISCLAIMS ALL AND YOU RECEIVE NO WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. HUBSPOT MAKES NO WARRANTY THAT ANY OF THE BILLING MIGRATION BETA SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE BILLING MIGRATION BETA SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES HUBSPOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BILLING MIGRATION BETA SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE BILLING MIGRATION BETA SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE BILLING MIGRATION BETA SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULTS FROM YOUR ELECTION TO PARTICIPATE IN THE THE BILLING MIGRATION  BETA SERVICES. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HUBSPOT OR THROUGH THE BILLING MIGRATION BETA SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY AND INDEMNIFICATION

a. Limitation of Liability

THE ‘DISCLAIMERS; LIMITATION OF LIABILITY’ SECTION OF THE AGREEMENT SHALL APPLY TO THE BILLING MIGRATION  BETA SERVICES.

b. Indemnification

You agree to hold harmless and indemnify HubSpot and our Affiliates, officers, directors, agents, and employees from and against any third party claim arising from or in any way related to (i) your breach of these Billing Migration Beta Terms; (ii) your use of and participation in the Billing Migration Beta Services; or (iii) your violation of applicable laws, rules or regulations in connection with the Billing Migration Beta Services.

12. GENERAL

a. Changes to Billing Migration Services Beta Terms

We reserve the right to make changes to these Billing Migration Services Beta Terms from time to time and may or may not notify you in such an event. You understand and agree that if you use the Billing Migration Beta Services after the date on which the Billing Migration Services Beta Terms have changed, we will treat your use as acceptance of the updated Billing Migration Beta Terms.

b. Conflict

In case and to the extent of any conflict or inconsistency with the terms of the Agreement while reading the terms together, then these Billing Migration Services Beta Terms will take precedence over the terms of the Agreement.

c. Survival

Sections 6, 7, 8, 9, 10, and 11 will survive the expiration or termination of these Billing Migration Beta Terms.