Last Modified: January 13, 2020
Thank you for your interest in becoming a HubSpot User Group (HUG) Leader. Being a HUG Leader is a rewarding and sometimes demanding experience. To ensure that we continue to provide a world-class experience to all of our passionate HUG attendees, we ask that you take the time to understand what will be expected of you as your city’s leader. That’s where this HUG Program Agreement comes in.
The HUG Program Agreement contains the terms and conditions that you must agree to and abide by in order to be a HUG Leader. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important that we cannot have you participate as a HUG Leader unless you agree to them. By participating as a HUG Leader, you are agreeing to these terms and also agree to and accept the following: our HUG Guidelines, our Acceptable Use Policy, and our Business Partner DPA (“Additional Terms”) (collectively with this HUG Program Agreement, the “Agreement”). If there's a conflict between the Additional Terms and this HUG Program Agreement, the HUG Program Agreement shall control.
We periodically update these terms and you can find the most recent version here.1. Definitions
“HUG Guidelines” means the guidelines applicable to HUG Leaders, as in effect from time to time, which we will publish at https://offers.hubspot.com/hug-leader-guidelines or other website we may designate.
“We”, “us” or “our” means HubSpot, Inc.
“You” or “your” means the individual (if you are participating as an individual) or company (if you are participating as a company employee) that agrees to these program terms. You understand that if you are participating as a company employee and then leave the company, this Agreement and your position as a HUG Leader will remain with the company, and may not be transferred to you as an individual without the company’s consent. We may, in our absolute discretion, determine your eligibility for such transfer.2. Your Participation
As a HUG Leader, you will be required to meet certain eligibility criteria and requirements that are described in detail in the HUG Guidelines. In exchange, we will provide the benefits described in the HUG Guidelines under “HubSpot Support.” If you fail to maintain your eligibility criteria, or fail to meet the requirements, we may suspend or terminate your participation. We will review your performance annually as described in the HUG Guidelines.
Once you are approved to be a HUG Leader, and while you are a HUG Leader in good standing you will be given access to a third-party solution selected by us for you to use to promote your HUG events, collect registrations, perform check-in, and email attendees. You may be required to provide your information to the third-party solution to set up your account (“Account”). You agree that all of your use of your Account is subject to the terms of that third-party’s services. We disclaim all liability and claims for your use of the third-party solution.
You agree that you will only use your Account to manage HUG data, and will not use any other database or service to manage any HUG data. You further agree that when using your Account and when conducting any HUG-related activity you will comply with all applicable privacy laws and regulations. Additionally, you must comply with our GDPR Guidelines located at: http://www.hubspot.com/hug-privacy-guidelines3. Proprietary Rights; Trademarks
While we might make a third-party solution available to you to use in accordance with this Agreement, this solution and all intellectual property related to it belong to and are the property of us or our licensors (if any).
All content developed by you in connection with your role as a HUG Leader, including (without limitation) the HUG logo, will be owned by us and you hereby irrevocably transfer, assign and convey to us the exclusive copyright ownership in such materials, without the necessity of any further consideration.
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Your Marks”) in connection with the HUG program and as we may otherwise choose.
While you are a HUG Leader in good standing, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) comply with the HUG Guidelines “HUG Collateral Dos and Don’ts” and “Branding Guidelines”; (ii) only use the images of our trademark that we make available to you for use in HUG collateral, without altering them in any way; (iii) only use our trademarks in connection with your activities as a HUG Leader; and (iv) immediately comply if we request that you discontinue use or alter use due to updated brand marks. You must not use any of our trademarks: (a) in a misleading or disparaging way; (b) outside the scope of the HUG program or this Agreement; (c) in a way that implies we endorse, sponsor or approve of your services or products; or (d) in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.4. Term and Termination
While we endeavor to give you the opportunity to continue to participate in the HUG program if you meet or exceed expectations, we may choose to discontinue your participation or the HUG program generally at any time in our discretion by notifying you. We may immediately suspend or discontinue your participation in the HUG program at any time if you fail to comply with this Agreement or any portion of it, or if we determine that you are acting in a way that has or may negatively reflect on or affect us, our prospects, or our customers.5. Other Important Legalese
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 your participation as a HUG Leader. We will: notify you after 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.
WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE HUG PROGRAM OR YOUR PARTICIPATION AS A HUG LEADER. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES. 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 ONE HUNDRED DOLLARS.
We may update and change any part or all of this Agreement at any time without notifying you first. If we update or change this Agreement, the updated Agreement will be posted at http://legal.hubspot.com/hug-program-agreement. The updated Agreement will become effective and binding on the next business day after they are 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.
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.
Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of your agreement to this Agreement.
You shall comply with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.
This Agreement sets forth the entire agreement between us in relation to your participation as a HUG Leader and supersedes all other proposals and agreements related to your participation as a HUG Leader, whether electronic, oral or written, between us.
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.
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 your agreement to this Agreement.
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, our products or services, our trademarks, or any other property or right of ours.
Each party represents and warrants to the other that it has full power and authority to agree to this Agreement and that they are binding upon such party and enforceable in accordance with their terms.