Legal Stuff

PLEASE READ THIS HUBSPOT CREATORS PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the “Creator”) and us (“HubSpot”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.

This HubSpot Creators Program Agreement applies to your participation in our accelerator program under which eligible creators including podcasters, YouTube creators, and others may receive benefits and support from HubSpot (the “HubSpot Creators Program”), as described in this Agreement and on the HubSpot Creators Website. These terms are so important that we cannot have you participate in our HubSpot Creators Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the HubSpot Creators Program changes, ends, or becomes part of another HubSpot program, including our partner programs. If we update or replace these terms we will let you know via electronic means, which may include email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

"Agreement" means this HubSpot Creators Program Agreement and all materials referred or linked to in here.

“HubSpot Creators Program Benefits” means the benefits made available to HubSpot Creators which we have described on the HubSpot Creators Website or otherwise made available to you.

“HubSpot Creators Website” means http://www.hubspot.com/creators, or another website we may designate.

"HubSpot Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we provide to you in connection with this Agreement.

“Program Policies” means the policies applicable to HubSpot Creators which we may make available to you from time to time (for example, on the HubSpot Creators Website or linked in these terms).

“Your Show” means your podcast, YouTube show or other creative property that is accepted by HubSpot into the HubSpot Creators Program, including the name and creative concept for the show and all of its content.

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

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

Non-Exclusivity

Except for our exclusive license to Your Show (described under ‘Your Content’), 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 connection with the design, sale, installation, implementation and use of similar services and products of third parties.

Application and Acceptance

Once you complete an application to become a HubSpot Creator, we will review your application and notify you if you have been accepted to participate in the HubSpot Creators Program, or not.  If we do not notify you that you are accepted to participate in the HubSpot Creators Program within thirty (30) days from your application, your application is considered to be rejected.

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

We reserve the right to change the HubSpot Creators Program, HubSpot Creators Website, and HubSpot Creators Program Benefits from time to time without notice to you. Please check these materials often for updates.

You will comply with the terms and conditions of the HubSpot Creators Program and this Agreement at all times, including any applicable Program Policies.

If you are accepted as a HubSpot Creator and would like to issue a press release announcing your HubSpot Creator status, you may do so upon our prior written consent.  To seek to obtain this written consent, you should send a copy of your draft press release to stsmith@hubspot.com. Approval of press releases is at HubSpot’s sole discretion.

No Additional Benefits

Other than the HubSpot Creators Program Benefits described on the HubSpot Creators Website, no fees, commissions or other payments will be due or payable to you under this Agreement. All payments will be made in U.S. Dollars (USD) and payments will be processed within thirty (30) days after the end of the month in which the invoice was submitted. To be eligible for payment, you must submit invoices on a monthly basis at the end of each month. 

Each party is responsible for its own costs and expenses related to this Agreement and their respective products and services. We may make available to you, without charge, various production, editing, marketing, and promotional support and other resources as part of our HubSpot Creators Program. If we make such resources available to you, you are not required to use them; however, we encourage you to participate and use such resources as you see fit. 

All HubSpot Creators Program Benefits (including marketing and operational investments) are to be used solely in connection with Your Show; you may not use them for yourself or in connection with a show other than the one(s) approved by HubSpot, except for your hosting payments which you may use as you see fit. We may require you to submit monthly receipts (for example, showing your marketing spend) for Your Show at the end of each month before receiving subsequent monthly payments. We may change or discontinue any or all parts of the HubSpot Creators Program Benefits or offerings at any time without notice; however, we will use best efforts to notify you of any change in the hosting payment amounts at least thirty (30) days prior to making the change.

Your Duties and Restrictions

During the term of this Agreement, you agree that you will (a) abide by all requirements of this Agreement including the Program Policies (including but not limited to our HubSpot Media Network Usage Guidelines), (b) continue to meet all criteria applicable to the HubSpot Creators Program, (c) comply with all applicable laws and regulations, and (d) respect the intellectual property, privacy, and other rights of third parties.

HubSpot Trademarks; Nondisparagement

During the term of this Agreement, in the event that we make our trademark(s) available to you, you may use those trademark(s) as long as you follow the usage requirements in this section.  You must: (i) only use the images of our trademarks that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the HubSpot Creators Program and this Agreement; (iii) comply with our style guide and Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use.  You must not: (i) use our trademarks in a misleading or disparaging way; (ii) use our trademarks in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. Further, you will not make any express or implied statement or suggestion, or use our trademarks in a manner that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on us, or our business, products or services.  

Use of HubSpot Content

From time to time, we may provide you with HubSpot Content such as advertisements, branding elements, promotional or other content for you to use in connection with Your Show, the HubSpot Creators Program and this Agreement. You agree to (i) only use the HubSpot Content that we make available to you, without altering it in any way; (ii) only use the HubSpot Content in connection with Your Show, the HubSpot Creators Program and this Agreement; (iii) immediately discontinue use of all HubSpot Content if you leave the HubSpot Creators Program or if we request that you discontinue use.

Proprietary Rights

As part of your HubSpot Creators Program Benefits, you will be given access to third-party solution(s) selected by us for you to use to distribute, track, and promote Your Show. You may be required to provide your information to the third-party solution(s) to set up your account (“Account”). You agree that all of your use of your Account(s) 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(s).

If you wish to use HubSpot Content other than as specified in this Agreement, you must comply with our Content Usage Guidelines here. 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 or the HubSpot Content without our prior written permission, except as otherwise set forth in this Agreement.

​​We encourage all customers and partners to comment on the HubSpot products and services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the HubSpot products and services, without payment or attribution to you.

Your Content

Upon acceptance into the HubSpot Creators program, you grant HubSpot an exclusive, worldwide, royalty-free, perpetual license to reproduce, publicly perform, display, transmit, and distribute Your Show, including translating, altering, modifying, and creating derivative works of Your Show, in whole or in part, through all media now known or hereinafter developed. You agree that HubSpot may elect to supplement Your Show with another host or replace you as host if, for example, you’re unable to fulfill your hosting obligations or decide to leave Your Show as host. If that happens, you will only be eligible to receive a pro-rata portion of the hosting payments based on your actual participation as host. 

You may create tangential products with approval from HubSpot when those products are directly related to Your Show. For example, you may re-post the content of Your Show on other channels like Youtube or TikTok (with the understanding that payment will reflect impressions from the RSS feed only) and use snippets from Your Show to market and promote Your Show on other channels. When a full episode is placed outside of the HubSpot Podcast Network, it must include the HubSpot ad placements.

Except for the licenses expressly granted to HubSpot in this agreement, HubSpot acknowledges that as between you and HubSpot, all right, title, and interest in and to Your Show are owned by you. Notwithstanding the foregoing, any derivative works, modifications, or improvements made by HubSpot, along with all HubSpot Content and HubSpot trademarks, are owned by HubSpot. To the extent Your Show contains your name, likeness, image, voice, or other identifying elements, you grant us the non-exclusive, fully paid, worldwide right to use them in Your Show and in our marketing communications to advertise, market, and promote Your Show. Where applicable and to the extent permitted under applicable law, you agree to waive, and not to enforce, any "moral rights" or equivalent rights, such as your right to be identified as the author of Your Show and your right to object to permitted modifications of Your Show.

You are solely responsible for the content of Your Show, including obtaining all licenses and rights necessary to use any third party content and materials included in or with Your Show. You agree to provide HubSpot copies of licenses or other documents showing that you are the original owner or have all requisite rights and permissions to use or provide all trademarks, logos, content, and materials included in or with Your Show, upon HubSpot’s request. You also agree that HubSpot may remove Your Show or any of its content directly from our or our vendors’ platforms at our discretion; for example, if we receive a complaint about Your Show or its content.

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, 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.

Opt Out and Unsubscribing

You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests.  For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests.

Term and Termination

• Term. This Agreement will apply for as long as you participate in the HubSpot Creators Program, until terminated.
• Termination or Suspension Without Cause.  Both you and we may terminate this Agreement on thirty (30) days written notice to the other party. In addition, if you are unable to continue your participation in the program temporarily (for example, due to illness) you may suspend your participation for up to six (6) months by notifying us.
• Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
• 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 misuse any HubSpot Content or HubSpot trademarks, or violate any of our Program Policies, (iii) 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, or (iv) 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.
• Effects of Expiration/Termination.  Except as expressly set forth in this section, you are not eligible to receive any HubSpot Creators Program Benefits after suspension or termination of this Agreement. Upon termination or ending your participation in the program, you will immediately discontinue all use of our HubSpot Content, HubSpot trademark(s), access to HubSpot Creator Program Benefits including but not limited to software platforms HubSpot provides to program participants, and references to this HubSpot Creators Program from your website(s) and other collateral. If you leave the HubSpot Creators Program in good standing (for example, if HubSpot decides to sunset your show even though you have met all program requirements, or if you decide to leave the program following a voluntary suspension due to illness), HubSpot may waive its exclusive rights to Your Show in writing (which may be given over email) while retaining the right to use existing episodes and collateral on a non-exclusive basis. 

Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the HubSpot Creators Program, (ii) your participation in this HubSpot Creators Program will not conflict with any of your existing agreements or arrangements; (iii) you own or have sufficient rights to use and to grant to us our right to use Your Show and all content and materials included in or with Your Show, and (iv) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the HubSpot Creators Program (for example, by clearly stating you are a HubSpot Creator on any website(s) you own).  

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 HubSpot Creators Program, including but not limited to your creative program(s), marketing, and promotional content, (b) your noncompliance with or breach of this Agreement, or (c) our use of Your Show. 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.

Disclaimers; Limitations of Liability

• Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE HUBSPOT PRODUCTS AND SERVICES, HUBSPOT CONTENT, HUBSPOT TRADEMARKS, HUBSPOT CREATORS PROGRAM BENEFITS, OR THE HUBSPOT CREATORS PROGRAM FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE HUBSPOT PRODUCTS AND SERVICES, HUBSPOT CONTENT, HUBSPOT TRADEMARKS, HUBSPOT CREATORS PROGRAM BENEFITS, AND THE HUBSPOT CREATORS 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, HUBSPOT CONTENT, HUBSPOT TRADEMARKS, HUBSPOT CREATORS PROGRAM BENEFITS, AND THE HUBSPOT CREATORS PROGRAM INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
• 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.
• 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.

General

• Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, we will notify you as we describe above. We encourage you to review this Agreement periodically.  If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. 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.
• 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.
• 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.
• Actions Permitted. Except for actions for breach of confidentiality or 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.
• 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.
• Compliance with Applicable Laws.  You shall comply, and shall ensure that any third parties performing activities on your behalf 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. 
• 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.
• 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., 2 Canal Park Cambridge, MA 02141, U.S.A. Attention: General Counsel
  To you: your address as provided in our 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.
• Entire Agreement. This Agreement is the entire agreement between us for the HubSpot Creators 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. Our obligations are not contingent on the delivery of any future functionality or features of the HubSpot Products or dependent on any oral or written public comments made by us regarding future functionality or features of the HubSpot products or services. 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.
• 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.
• 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.
• 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 content, our trademarks, or any other property or right of ours.
• Sales by HubSpot. This Agreement shall in no way limit our right to sell the HubSpot products and services, directly or indirectly, to any current or prospective customers.
• 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.
• Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Proprietary Rights’, ‘Your Content’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Representations and Warranties’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, and ‘General’.