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Last Updated: May 5, 2023
If you are contracting with HubSpot Latin America S.A.S., then the following provisions (the “Colombia - Jurisdiction Specific Terms”) apply to you and are included as part of the Agreement. In the event of a conflict between the Colombia - Jurisdiction Specific Terms and the terms otherwise set forth in this Agreement, the Colombia - Jurisdiction Specific Terms will control.
a. Compliance with Laws.
The first sentence in the ‘Compliance with Laws’ section of the General Terms is replaced with the following:
“We will comply with all Colombian laws (where applicable) in our provision of the Subscription Service, the Consulting Services, and our processing of Customer Data."
b. Invoice Updates and Disputes.
The following terms are added to the end of the ‘Payment Against Invoice’ section of the Agreement:
In accordance with Colombian laws and regulations, you may reject an invoice we deliver to you within three (3) business days of your receipt. After the third business day, your invoice will be automatically accepted by you, and your payment will be due in accordance with the terms of the Agreement.
c. Limitation of Liability.
The ‘Limitation of Liability’ section set forth in the General Terms is replaced in its entirety with the following:
“EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU, YOUR AFFILIATES OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.”
d. Spanish Language Version.
Notwithstanding anything to the contrary in the ‘Entire Agreement’ section, to the extent required by applicable law, the Spanish version of the Agreement and Order(s) that we make available to you will govern our relationship in the event of a dispute.
e. Jurisdiction Specific Additional Coverage Terms.
If your Total Committed Subscription Value exceeds thirty-five thousand U.S. dollars (USD $35,000), then these Jurisdiction Specific Additional Coverage Terms apply and control.
The ‘Limitation of Liability’ subsection set forth in the General Terms is replaced in its entirety with the following:
"Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, OUR LIABILITY ARISING FROM OUR IP INDEMNIFICATION OBLIGATIONS UNDER THE ‘HUBSPOT INDEMNIFICATION’ SECTION AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF A PARTY OR ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM."