Legal Stuff

This EU Data Act Addendum ("Addendum") is incorporated into and forms part of your Agreement with HubSpot and governs Switching Requests under Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data (the "Data Act").

Capitalized terms not otherwise defined in this Addendum have the meanings set forth in the Customer Terms of Service at https://legal.hubspot.com/terms-of-service (the "General Terms"). In case of any conflict or inconsistency with the terms of the Agreement, this Addendum controls for matters within its scope.

You also have the ability to export your data at any time without requiring a Switching Request.    

1. SCOPE AND DEFINITIONS

1.1 Applicability. This Addendum applies to HubSpot Subscription Services qualifying as Data Processing Services under the Data Act ("In-Scope Services"). This Addendum does not apply to Beta Services, sandbox environments, or test or evaluation versions of the Subscription Service. This Addendum only applies if the Customer Location entered into your HubSpot Account is within the European Economic Area, and does not apply to services provided to accounts with a Customer Location outside the European Economic Area.

1.2 Key Definitions. 

“Destination Provider” means a different provider of Data Processing Service covering the same service type.

"Notice Period" means two (2) months from our receipt of your full and complete Switching Request.

"Portable Data" means Exportable Data and Digital Assets you may transfer from In-Scope Services during the Switching process, as detailed in Schedule 1 to this Addendum. 

"Switching" means transitioning from HubSpot to another Data Processing Service or to your own on-premises infrastructure.

"Transition Period" means thirty (30) calendar days following the Notice Period for completing data export.

“Data Processing Service”, “Exportable Data”, and “Digital Assets” have the meanings given to them in the Data Act. 

2.1 Requesting a Switch. You may request Switching at any time during the Subscription Term by submitting written notice through your account at least two (2) months prior to your planned initiation date specifying whether your request is to: (i) Switch to a Destination Provider; or (ii) move to your own on-premises infrastructure (each a “Switching Request”). 

2.2 Timeline. The Switching process starts when we receive a written and valid Switching Request, beginning with the two (2) month Notice Period. At the end of the Notice Period, the thirty (30) calendar day Transition Period begins for you to complete the Switching. You may extend the Transition Period once for up to thirty (30) additional calendar days by providing written notice to us before the original Transition Period expires.  If technical constraints prevent adherence to the Transition Period due to the complexity or scale of your implementation, we will notify you within fourteen (14) business days with a detailed explanation and alternative timeline not exceeding seven (7) months from your original request.

2.3 Our Obligations. During the Switching process, we will provide: 

(i) appropriate application programming interfaces (APIs) (collectively, the "Switching API") and technical documentation necessary for data extraction and transfer, including maintaining documentation on data structures, formats, and standards available from HubSpot;

(ii) reasonable technical support and assistance; and

(iii) prompt notification of any known risks to service continuity.

We will act with due care to maintain continued provision of the Subscription Services at agreed service levels and the level of security specified in the Agreement throughout the Notice and Transition Periods.

2.4 Your Obligations. You must: 

(i) complete the export of Portable Data within the Transition Period; 

(ii) ensure you have all necessary rights to export Portable Data (including any shared or collaborative content); and

(iii) promptly notify us upon successful completion of the Switching process through your account.

(iv) promptly pay all fees due under the ‘Automatic Termination’ section upon your written confirmation of successful Switching completion or (ii) expiration of the Notice Period if you request deletion of your Portable Data without Switching.

You acknowledge responsibility for the import, implementation and compatibility of Portable Data into your own systems or into the systems of the Destination Provider and we have no liability to you as a result of your use of the Switching API outside of the instructions provided by us. Both parties agree to act in good faith to ensure successful Switching completion.

2.5 Authorized Third-Party Systems. 

2.5.1 Authorization. You may designate third parties, including your Destination Provider, to receive Portable Data with a written authorization to be provided to us clearly identifying the third party and including all necessary details in relation to the third-party.

2.5.2 Use of Third-Parties. You must: (i) ensure appropriate confidentiality agreements exist with the designated third party, and (ii) accept full responsibility for the third party's acts and omissions regarding your Portable Data.

2.6 Switching Charges. Until January 12, 2027, we may impose charges reflecting the professional services fees and other costs linked to the specific Switching process. 

3.1 Automatic Termination. The Agreement for the relevant Subscription Services automatically terminates upon (i) our receipt of your written confirmation of successful Switching completion or (ii) expiration of the Notice Period if you request deletion of your Portable Data without Switching. We will provide written confirmation of termination within five (5) business days. If the Agreement is terminated prior to the end of your Current Term due to Switching, you must pay an early termination fee equivalent to the Subscription Fees that would have been payable for the remainder of the Current Term. For the avoidance of doubt, no discounts or refunds will be provided for any fees already paid or payable in respect of the remaining term following termination.

3.2 Data Retention and Deletion. Following the Transition Period, we will retain your Portable Data for a minimum of thirty (30) calendar days for retrieval purposes; thereafter, we will permanently delete your Portable Data, unless you request extended retention in writing. Alternatively, if you requested deletion of your Portable Data without Switching, we will permanently delete your Portable Data at the end of the Notice Period. We will perform such deletion in accordance with the Agreement, including the Product Specific Terms. We may retain aggregated, anonymized, or derived data that cannot be attributed to you and does not permit reconstruction of Portable Data, in accordance with the Agreement.

3.3 Partial Switching. If you continue to use or order any other services under the Agreement that fall outside scope of your Switching Request, you acknowledge that the Agreement remains in effect and continues to apply with respect to those services and you will execute Orders to reflect this. You further agree that, where applicable, deletion of Portable Data will be deferred until the Agreement is terminated in full. 

4.1 Our Limitations. Consistent with the 'Disclaimers' section of the General Terms, we are not responsible for (i) data compatibility or functional equivalence in destination systems; (ii) implementation or transformation requirements for Portable Data in destination systems; or (iii) actions of third parties you authorize to receive Portable Data.

4.2 Your Indemnification. You will indemnify, defend and hold us and our Affiliates harmless us against any claims from your Users, Affiliates, or other third parties to the extent that such claims are based upon or arise out of your Switching Request, except for claims arising directly from our breach of this Addendum.

SCHEDULE 1 - DATA CATEGORIES

Portable Data Includes:

• All Customer Data as defined in the Agreement
• Customer Materials uploaded or submitted
• User-generated content and transaction records
• Customizations (where technically feasible)
• User account information and profiles
• Audit logs within the Subscription Term
• Relevant metadata for data interpretation

Exempt Data Categories:

• HubSpot Content as defined in the Agreement
• Proprietary algorithms and system configurations
• Security-sensitive operational data
• Third-Party Products and services
• Multi-customer aggregated insights
• Trade secrets protected under applicable law
• Beta Services data and configurations