a.Amendment; No Waiver.
We may update and change any part or all of these Terms at any time. If we update or change these Terms, the updated Terms will be posted at https://legal.hubspot.com/hubspot-developer-terms. The updated Terms will become effective and binding when posted. When we change these Terms, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review these Terms periodically. 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.
These Terms 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 these Terms 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 events 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.
You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
e. Compliance with Laws.
We will comply with all applicable U.S. state, federal laws, and international laws in our provision of the Developer Tools. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all applicable laws in your use of the Developer Tools and Content, including any applicable export laws. 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 Developer Tools or Content to prohibited countries or individuals or permit use of the Developer Tools or Content by prohibited countries or individuals.
If any part of these Terms 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 these Terms will continue in effect.
Notice shall be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To HubSpot: HubSpot, Inc., 25 First Street, 2nd Floor, Cambridge, MA 02141, Attention: General Counsel. To you: your address as provided in our account information for you. HubSpot may give electronic notices specific to you by email to your e-mail addresses on record in our account information for you.
h. Entire Agreement.
These Terms are the entire agreement between us and you regarding the use of the Developer Tools and supersede 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. Our obligations are not contingent on the delivery of any future functionality or features of the Developer Tools or dependent on any oral or written public comments made by us regarding future functionality or features of the Developer Tools.
You may not assign or transfer these Terms, including any assignment or transfer by reason of merger, reorganization, the sale of all or substantially all of your assets, change of control or by operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign these Terms to any affiliate or in the event of a merger, reorganization, sale of all or substantially all of our assets, change of control or by operation of law.
j. No Third Party Beneficiaries.
Nothing in these Terms express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
The following sections shall survive the expiration or termination of these Terms. ‘Security’; ‘Deletion’; ‘Rights We Reserve’; ‘Branding, Publicity, and Feedback’; ‘Term; Termination’; ‘Disclaimers; Limitations of Liability’; ‘Indemnification’; and ‘General’.
l. Injunctive Relief.
You acknowledge that the unauthorized use or disclosure of the Content or any Developer Credentials may cause irreparable harm to us or our customers. Accordingly, you agree that we will have the right to obtain an immediate injunction against any breach or threatened breach of these Terms, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.