Legal Stuff

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

This Customer Training Accreditation Agreement is a Contract between you (the “Trainer”) and us (“HubSpot”). It is a legal document so some of the language is necessary “legalese” but we have tried to make it as readable as possible. These terms are so important though, that we cannot have you participate in our HubSpot Customer Training Accreditation (“HCTA Program”) unless you agree to them. By participating in our HCTA Program, you are agreeing to these terms. Additionally, you acknowledge that the HCTA Program is subject to change and may be modified or cancelled by us at any time.  Furthermore, we reserve the right to revoke your  Trainer status or cancel this Agreement at any time. 

The purpose of the HCTA Program is to make HubSpot Classroom Training more widely accessible to HubSpot customers while simultaneously helping HubSpot Solutions Partners grow their market authority and expand their service offerings. To do this we will provide HubSpot Solutions Partners with the materials to teach HubSpot Training courses, by leveraging HubSpot's assets, as well as with event registration and marketing resources to start delivering HubSpot training without prior experience. The HCTA program is only available to individuals at current Solutions Partners who have achieved Platinum plus tier status or above, and have completed certain certifications, as detailed in section 4 below.

"Demo Portal" means the HubSpot Account Trainer’s test portal  which you are provided access to in order to provide trainings. Credentials for this portal will be provided by HubSpot to you prior to scheduled trainings.

"HCTA Program Content" means all training listed on the HCTA Program Page, information, data, text, messages, software, sound, music, video, photographs, graphics, images, materials, and tags that we make available to you under this Agreement.

"Agreement" means these Terms and Conditions and all materials referred or linked to in here.

“Customer Terms of Service” means those terms and conditions located at http://legal.hubspot.com/terms-of-service, as modified from time to time.

“HCTA Program Page” means the HubSpot Trainer Program page made available at https://consulting.hubspot.com/hubspot-trainer-program

“HubSpot AUP” means our Acceptable Use Policy made available at http://legal.hubspot.com/acceptable-use.

"We", "us", “our”, and “HubSpot” means HubSpot, Inc.

“You” and “Trainer” means the party, other than HubSpot, entering into this Agreement and participating in the HCTA Program.

2.  Non-Exclusivity
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in the same or similar capacity.

3.  Acceptance, Rights and Obligations

a.  Your Acceptance.  Once you complete an application to become a HubSpot Trainer, we will commence our selection process, as detailed in the ‘Selection Process’ section on our HCTA Program Page. We reserve the right to modify the selection process at any time at our sole discretion. We will notify you to advise whether or not you have been accepted to participate in the HCTA Program for specific training. If you do not receive a notice of acceptance within thirty (30) days from your application, your application is considered to be rejected.

If we notify you that you have been accepted into the HCTA Program, the period following acceptance until we have audited your first course and received your first NPS survey results is considered the “Provisional Acceptance Period”.  During the Provisional Acceptance Period, we may wish to review your course(s) or learn more about your accreditation program performance. If you do not provide this information, or if we, in our sole discretion, otherwise decide not to move forward beyond the Provisional Acceptance Period, then we may terminate this Agreement in accordance with the ‘Provisional Acceptance Termination’ section below. If your participation is not terminated prior to the conclusion of the Provisional Acceptance Period, then you will continue to be considered a participant in the HCTA Program, until one of us terminates the Agreement. Additionally, you will be evaluated periodically to ensure the accuracy, integrity, and delivery of HubSpot provided content.

If you are accepted to participate in the HCTA Program, then upon notification of acceptance, this Agreement shall apply in full force and effect, until terminated pursuant to the terms outlined below.

Upon acceptance into the HCTA Program, you will conduct HCTA Program training sessions at HubSpot’s option, at (i) a location arranged by HubSpot in accordance with our directions or (ii) at a virtual HCTA Program training session facilitated by HubSpot. If we opt for a virtual HCTA Program training session you will ensure that you provide the following; (i) broadband (3G or 4G/LTE,  recommended bandwidth of 1.5 Mbps (up/down)); (ii) hardware (e.g. laptop, speakers, microphone). 

HubSpot may cancel an arranged HCTA training session on 14 business days’ notice to you for any reason. In the event there is low registration for a HCTA training session then we reserve the right to cancel an arranged HCTA training session on 10 days prior notice if a minimum threshold of attendees to cover HCTA training costs has not been reached. This threshold is by region and depends on the number of seats and purchase price. In the case where the threshold has not been reached HubSpot reserves the right to deliver the training directly to the customer that purchased on the booked date.

b.  Your Rights and Obligations.  We grant you, subject to the limitations set forth below, a limited, non-transferable, non-exclusive right to use, demonstrate and promote the HCTA Program and HCTA Program Content solely in an educational capacity to individuals who wish to learn more about HubSpot, and solely at the direction of HubSpot. 

You may not resell, lease, rent or otherwise use the HCTA Program Content for profit.  You may also not include the HCTA Program Content in materials that are going to be distributed outside of your classroom or organization (for example, for inclusion in a published book), without our express prior written consent. You may not alter the appearance of the HCTA Program Content or remove or alter our name or logo from the HCTA Program Content. “Whitelabeling” is strictly prohibited. We determine the HCTA Program Content that we make available to you under this Agreement, and there is certain content that may not be accessible by you unless you are a customer of ours or pay a fee.  

You may be required to promote your own classroom trainings via social media and other means as agreed with us in advance from time to time. Where such promotion is required, we will provide you with appropriate promotional assets and other assistance as we deem appropriate. 

As part of the HCTA Program, you may be provided with a Demo Portal and HCTA Program Content. You agree that the provision of these materials is subject to the HubSpot Terms of Service, HubSpot AUP, and HubSpot Product Privacy Policy. 

You may be required to attend training sessions as dictated by HubSpot. HubSpot may also require you to:

Once a HCTA Program training session has been arranged with you and a time and date have been agreed as between you and HubSpot, you are required to provide this training session. You should make every effort to provide the arranged HCTA Program training session. You may cancel your participation in such training sessions due to unforeseen circumstances by providing us with at least 14 business days’ notice in writing. You shall not be entitled to receive payment for the HCTA Program training session. HubSpot may at its option offer the arranged training session to another participant in the HCTA Program. 

You are required to have received certain HubSpot Accreditation in order to participate in the HCTA Program. These are listed on the HCTA Program Page and include, but are not limited to, Inbound, Inbound Sales, HubSpot Marketing Software, HubSpot Certified Trainer and HubSpot Sales Accreditation. We reserve the right to update this list of certifications on the HCTA Program Page as may be appropriate. Please ensure you review the HCTA Program Page for a complete list.

You must maintain the most up-to-date versions of these Accreditations in order to continue to participate in the HCTA Program. If we provide you with an Accreditation badge, certificate or other associated content, you may not alter the intended meaning or appearance of Accreditation badges, certificates, or associated content in any way.

Unless we otherwise agree in writing, no HubSpot HCTA Content (Accreditations included) can be sold or used for profit by you or your company or agency.

5. Support 

We will make the HCTA Program Content available to you without charge (unless we otherwise agree in writing), subject to the terms set forth in the ‘Partner Rights and Obligations’ section. We will provide additional support and assistance to you as set out in the Benefits section of our HCTA Program Page. We reserve the right to modify the benefits listed on our HCTA Program Page from time-to-time without notice to you.

Prior to any training, we will provide you access to a Demo Portal, for use by you in order to conduct trainings. When access to the Demo Portal is made available to you, then you will use the Demo Portal solely in an educational environment, such as a classroom setting, where the main purpose is to benefit the student(s), and you are not permitted to use it for any other purpose.  You will not lease, distribute, license, sell or otherwise commercially exploit the Demo Portal. The HubSpot Customer Terms of Service apply to your use of the Demo Portal and it will be considered “Free Services” under the Customer Terms of Service. As indicated in the Customer Terms of Service, you will comply with the HubSpot AUP with respect to your use of the Demo Portal. In the event of a conflict between the terms that apply to the Demo Portal as specified in this Agreement and the Customer Terms of Service, the terms of this Agreement shall control.  At the end of any training, your credentials to access the Demo Portal will be revoked, and will not be reissued until the next scheduled training.

6. Fees

HubSpot will compensate you for HCTS training sessions, compensation to be agreed on acceptance into the HCTA Program. HubSpot will also reimburse you for certain expenses incurred in the delivery of the HCTA Program.  HubSpot reserves the right to determine the amount and method of compensation and reimbursement, which will be agreed in advance. HubSpot will provide you with a PO for the HCTA training session which you must quote to receive payment. No other fees, commissions or other payments will be due or payable under this Agreement. Each party is otherwise responsible for its own costs and expenses related to this Agreement, including any costs incurred by you in preparation for HCTA Accreditation or any training course. In the event of cancellation no compensation or reimbursement shall be due and payable to you.

7. Trademarks and Press Release

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your name, likeness, image,  trademarks, service marks and logos (“Trainer Marks”) in connection with the HCTA Program and this Agreement.

8. Proprietary Rights

No license to any software is granted by this Agreement. The HCTA Program Content, the Demo Portal and the HubSpot products and services are protected by intellectual property laws. The HCTA Program Content, the Demo Portal and the HubSpot products and services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the HCTA Program Content, the Demo Portal and the HubSpot products and services. 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.

9. Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential (including, without limitation, information pertaining to HubSpot beta features and product roadmap), 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 or (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. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, 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, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. 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.

10. Term and Termination

a. Term. This Agreement will apply for as long as you participate in the HCTA Program; until terminated in accordance with the terms of this Agreement, or until the HCTA Program is terminated by HubSpot. HubSpot reserves the right to terminate the HCTA Program at any time and for any reason without notice.

b. Provisional Acceptance Termination. We may terminate this Agreement immediately upon notice to you within the Provisional Acceptance Period as outlined in clause 3a of this Agreement, as dictated by HubSpot.  This termination right does not limit our right to otherwise terminate this Agreement in accordance with the ‘Termination for Cause’ section below.

c. Termination Without Cause. Both you and we may terminate this Agreement on thirty (30) days written notice to the other party.

d. Termination for Cause.  We may terminate this Agreement: (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 become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if you violate the HubSpot Customer Terms of Service (iv) immediately, if you violate any applicable local, state, federal, or foreign laws or regulations, or (v) 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 or our affiliate,  (vi) your employment with a HubSpot Solutions Partner terminates; or (vi) immediately, 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.

e. Effects of Expiration/Termination. Upon termination or expiration, you will discontinue all use of, return if possible, and delete all HCTA Program Content and will immediately discontinue all use of our trademark and other intellectual property, including any HubSpot badges, if applicable. Termination or expiration of this Agreement shall not cause your HubSpot subscription agreement to be terminated, if you have one.

11. Representations and Warranties

You represent and warrant that: (i) your participation in this HCTA Program will not conflict with any of your existing agreements or arrangements; and (ii) you own or have sufficient rights to use and to grant to us our right to use any applicable intellectual property granted under this agreement.

12. Indemnification

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) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the HCTA Program, (b) your noncompliance with or breach of this Agreement, (c) your use of the Demo Portal, or (d) our use of the Trainer Marks. 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.

13. 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 OR SERVICES, THE HCTA PROGRAM CONTENT, THE HCTA PROGRAM, OR THE DEMO PORTAL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE DEMO PORTAL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE HUBSPOT PRODUCTS AND SERVICES THE HCTA PROGRAM 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 SERVICES, THE HCTA PROGRAM CONTENT, THE HCTA PROGRAM AND  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 EITHER PARTY 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 HUNDRED DOLLARS.

d. Demo Portal. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE DEMO PORTAL THAT YOU USE.

14. Non-Solicitation

You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.

15. General

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 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. Your continued participation in the HubSpot HCTA Program after any such modification constitutes your agreement to follow and be bound by these terms as modified. If you do not agree with a modification to this Agreement, you may terminate this Agreement on thirty (30) days’ notice to us in writing, following which you will no longer be permitted to participate in the HCTA Program or use the HubSpot Trainer Accreditation.

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. 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.

e. 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.

f. Compliance with Applicable Laws.  You shall comply with all applicable foreign and domestic laws (including without limitation export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the HCTA Program Content and the HubSpot products and services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the HCTA Program Content or the HubSpot products and services to prohibited countries or individuals or permit use of the HCTA Program Content or the HubSpot products and services by prohibited countries or individuals.

g. 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.

h. 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 partner 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.

i. Entire Agreement. This Agreement is the entire agreement between us for HCTA Program 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 or website. 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.

j. 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.

k. 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.

l. Program Benefits. We may change the HCTA Program benefits from time to time by updating the HCTA Program Page.

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 and services, our trademarks, or any other property or right of ours.

n. Sales by HubSpot. This Agreement shall in no way limit our right to make available or sell the HCTA Program Content or the HubSpot products and services, directly or indirectly, to any current or prospective customers or agency partners.

o. 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.

p. Survival.  The following sections shall survive the expiration or termination of this Agreement: ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.