Legal Stuff

France - Jurisdiction Specific Terms

Last Updated: May 5, 2023

If you are contracting with HubSpot France S.A.S., then the following provisions (the “France - Jurisdiction Specific Terms”) apply to you and are included as part of the Agreement.  In the event of a conflict between the France - Jurisdiction Specific Terms and the terms otherwise set forth in this Agreement, the France - 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 E.U. regulations (where applicable) in our provision of the Subscription Service, the Consulting Services, and our processing of Customer Data."

b. Payment against Invoice.

The following is added to the end of the ‘Payment against Invoice’ section:  “In case of late payment, an indemnity will be payable, in accordance with articles L. 441-1 and -10 of the French Commercial Code.  This penalty amount will be three times (3x) the legal late payment interest rate, plus a lump sum of forty (40) euros for recovering costs.”

c. Termination for Cause.

The following is added to the 'Termination for Cause' section:  "Rights of termination provided in this section are not exclusive of other remedies to which you or we may be entitled, including the right to compensation.”

d. Limitation of Liability.

The ‘Limitation of Liability’ section set forth in the General Terms of Service 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, YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS AND OUR LIABILITY FOR LOSS OR DAMAGE THAT IS CAUSED BY OUR FRAUDULENT ACTION (“DOL”) OR OUR GROSS MISCONDUCT (“FAUTE LOURDE”), 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 THE AGGREGATE LIABILITY OF A PARTY AND 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; 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.”

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, YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, OUR LIABILITY ARISING FROM OUR IP INDEMNIFICATION OBLIGATIONS UNDER THE ‘HUBSPOT INDEMNIFICATION’ SECTION AND OUR LIABILITY FOR LOSS OR DAMAGE THAT IS CAUSED BY OUR FRAUDULENT ACTION (“DOL”) OR OUR GROSS MISCONDUCT (“FAUTE LOURDE”), 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 THE AGGREGATE LIABILITY OF A PARTY AND 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."