Last Modified: March 31, 2021
We hope that these will help ensure that the products, services, and information you might gain through your use of the HubSpot Marketplace will be beneficial to you and your business. These terms are so important that we cannot permit you to use the HubSpot Marketplace unless you agree to them. By using the HubSpot Marketplace you are agreeing to these terms.
Every Service Provider and user is required to comply with these TOU and is responsible for any violations. You are not allowed to assist or engage others in a way that would violate these TOU. We will enforce and ensure compliance with this TOU by using methods we consider to be appropriate and/or described in this TOU. We reserve the right to modify these TOU at any time without notice to you. Your use of the HubSpot Marketplace following any such modification constitutes your agreement to follow and be bound by these TOU as modified. You agree to review these TOU on a regular basis and always remain in compliance.
“App Partner” means a Service Provider participating in our App Partner program.
“Asset Provider” means a Service Provider who uses the marketplace to provide templates, themes, modules or other content for use with the HubSpot products. Asset Providers must comply with the Asset Marketplace guidelines located here.
“Customer” or “Client” means the individual or entity that has purchased and uses the Service Offering(s).
"HubSpot", "we", "us" or “our” means HubSpot, Inc. and our affiliates.
“Marketplace ” means the online directory that lists Service Providers that may offer products, services, integrations, templates, themes, applications, or modules that may interoperate with or be used in connection with the HubSpot products. The HubSpot Marketplace includes (1) the Solutions Directory; (2) the App Marketplace; (3) the Asset Marketplace; or (4) any other directories or marketplaces we make available to you.
“Marketplace Reviews Policy” means the policies applicable to reviews submitted to the HubSpot Marketplace which we have published at http://legal.hubspot.com/review-guidelines, or another website we designate.
“Service Offerings” means those products, services, integrations, applications, templates, themes, modules, digital assets, or applications that are listed on or offered by Service Providers on the HubSpot Marketplace.
“Service Providers” are partners, service providers and other individuals or entities that list or provide the Service Offerings on the HubSpot Marketplace. Service Providers include, but not limited to HubSpot Solutions Partners and Providers, App Partners, and Asset Providers.
“Service Provider Content” means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the HubSpot Marketplace, whether by us, our customers, or other users of the HubSpot Marketplace. Service Provider Content does not include Your Content.
“Solutions Partner” or “Solutions Provider” means a Service Provider participating in our Solutions Partner Program.
"Third-Party Products" means products and professional services that are provided by third parties which may interoperate with or be used in connection with the HubSpot products.
"Third-Party Sites" means third-party websites linked from within or accessed through the HubSpot Marketplace.
"You" or "your" means the person or entity using the HubSpot Marketplace, whether you are a partner, Service Provider, Client, customer, or user.
“Your Content” means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the HubSpot Marketplace, by you.
2. Access to the HubSpot Marketplace
We will provide you access to use the HubSpot Marketplace according to the terms of these TOU. Certain parts of the HubSpot Marketplace may only be accessible to you if you are a HubSpot Solution Partner or Provider, App Partner or customer.
We can remove or discontinue all or a portion of the HubSpot Marketplace (including, without limitation, Service Providers or Service Offerings) at any time, without notice, in our sole discretion (for more information on our ability to terminate this TOU, see Section 9 below). We can choose which Service Providers or Service Offerings to promote, and we can also choose how we want to promote them, if at all. Provision of the HubSpot Marketplace does not mean we endorse, support or warrant the Service Provider or Service Offerings, even if the Service Provider or Service Offerings is listed or designated as ‘HubSpot Certified’.
3. Your Conduct and Content
a. Acceptable Use. You may use the HubSpot Marketplace to provide, purchase, or learn information about Service Providers, Service Offerings and to submit reviews for Service Providers and Offerings, solely in compliance with this Agreement and the HubSpot Acceptable Use Policy (“AUP”). Your use of the HubSpot Marketplace is subject to and must conform to the requirements of the AUP, our HubSpot Marketplace Reviews Policy, and the terms of this TOU.
b. Suspension and Notice of Violations. We may immediately suspend your use of the HubSpot Marketplace and/or remove a Service Offering or Service Provider listing, at any time without notice, for actual or suspected violations of the terms contained in this Section 3 (Your Conduct and Content). This right is in addition to any other rights of suspension and removal that we otherwise have under this Agreement or any other applicable agreement you may have with HubSpot.
d. Our Use of Your Content. You grant to us all rights, licenses and permissions necessary to display, reproduce, disseminate, and otherwise use Your Content in connection with the HubSpot Marketplace. We may edit or remove Your Content at any time in our sole discretion.
e. Brand Guidelines. Your use of the HubSpot Marketplace and any use of our marks or intellectual property must comply with our brand guidelines located here.
4. Use by Customers
5. Use by Service Providers
As a Service Provider, you must comply with and abide by your other applicable agreements with us, our AUP, and the HubSpot Marketplace Reviews Policy. It is important that you educate your business partners, employees, and any third-party partners you work with about the HubSpot Marketplace Reviews Policy as well. If you are a Service Provider, you must respond to inquiries or issues regarding your Service Offerings within a reasonable period of time. If you are listed as a Service Provider, we also expect that Service Offerings you provide are done so with good quality and in a professional and workmanlike manner, in addition to any other industry standards, laws, or regulations governing the quality and timeliness of your Service Offering. We may remove you as a Service Provider or remove a Service Offering in our sole discretion, at any time, without notice to you. Submitting your information as a Service Provider does not guarantee you will be listed in the HubSpot Marketplace or promoted by us.
The HubSpot Marketplace may permit you to post reviews about a Service Provider or Service Offering. In an effort to maintain fair, accurate and useful reviews, you are required to abide by the HubSpot Marketplace Reviews Policy, with respect to all reviews submitted. If you submit a review, you agree that we may post all or a portion of the content of your review, along with your name and the date of the review. We reserve the right to edit, remove or decline to post any review, at any time, in our sole discretion. We are not responsible for the content of the reviews, whether or not we reviewed or edited the content. Violations of our HubSpot Marketplace Reviews Policy may result in termination of your ability to use the HubSpot Marketplaces, as well as any additional actions we may deem necessary or within our rights to take.
7. HubSpot’s Proprietary Rights
You are not granted a license to any software or any intellectual property rights by this Agreement. The HubSpot products, services, and Marketplace are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. Our trademarks include, but are not limited to, those listed at http://legal.hubspot.com/trademarks (which we may update at any time without notice to you) and you may not use any of these without our prior written permission, or as otherwise granted to you by another agreement with HubSpot.
We encourage all customers to comment on the HubSpot Marketplace, 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, without payment or attribution to you.
8. Service Offerings, Third-Party Sites and Products
The Service Offerings, Service Providers, Third-Party Products, and Third-Party Sites are not under our control. Service Offerings, Service Provider listings, Third-Party Sites, and Third-Party Products are provided to you only as a convenience, and the availability of any Service Offerings, Third-Party Sites or Third-Party Products does not mean we endorse, support, or warranty the Service Offering, Third-Party Product or Third-Party Product. Any information provided as part of a Third-Party Product or Service Offering are subject to the control and accuracy of the Service Provider.
9. Term and Termination
a. Term. This Agreement will apply for as long as you use the HubSpot Marketplace.
b. Termination and Suspension. We may terminate this Agreement and/or suspend your access to the HubSpot Marketplace immediately if you: (i) violate any of the terms of this Agreement, (ii) use the HubSpot Marketplace in a way which has or may negatively reflect on or affect us, our prospects, or our customers, (iv) violate our AUP, (v) violate the HubSpot Marketplace Reviews Policy, or (v) if we determine it to be necessary or desirable in our sole discretion. We are not obligated to provide you with any of Your Content used in connection with the HubSpot Marketplace after termination. Termination or expiration of this Agreement shall not automatically cause your subscription or partner agreement to be terminated, if you have one.
10. Your Representations and Warranties
You represent and warrant that: (i) your participation in the HubSpot Marketplace will not conflict with any of your existing agreements or arrangements, (ii) you have sufficient rights to share all Your Content with us for our use and with other users of the HubSpot Marketplace, (iii) that the Service Offerings and Your Content does not violate or constitute the infringement of any intellectual property right, right of privacy, right of publicity or other proprietary right, and (iv) your use of the HubSpot Marketplace shall comply with any requirements set out by Solution, App, or other Partner programs. You further represent and warrant that you have all sufficient rights and permissions to offer and provide the Service Offerings.
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) to the extent that such Action is based upon or arises out of: (a) your use of the HubSpot Marketplace, (b) your noncompliance with or breach of this Agreement, (c) your use, offer or provision of Service Offerings, Third-Party Sites or Third-Party Products, or (d) your submission of a review. We will: notify you in writing promptly upon 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.
12. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE HUBSPOT PRODUCTS OR SERVICES, THE HUBSPOT MARKETPLACE,THE SERVICE PROVIDER LISTINGS, SERVICE OFFERINGS OR SERVICE PROVIDER CONTENT C FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE HUBSPOT MARKETPLACE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE HUBSPOT MARKETPLACE, SERVICE PROVIDER LISTINGS, SERVICE OFFERINGS AND THE SERVICE PROVIDER CONTENT , INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE HUBSPOT MARKETPLACE AND SERVICE PROVIDER CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.
b. No Indirect Damages. 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.
c. 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 $500 USD (FIVE HUNDRED DOLLARS).
c. Service Offerings, Third Party Sites and Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO SERVICE OFFERINGS, THIRD-PARTY SITES AND THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE HUBSPOT MARKETPLACE TO YOU.
a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at http://legal.hubspot.com/marketplace-tou. The updated Agreement will become effective and binding on the next business day after it is 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. If you do not agree with a modification to this Agreement, you should not use the HubSpot Marketplace.
b. HubSpot Marketplace Reviews Policy. We may change the HubSpot Marketplace Reviews Policy from time to time by updating the applicable website. The HubSpot Marketplace Reviews Policy is incorporated to this Agreement by reference. You agree to review the HubSpot Marketplace Reviews Policy on a regular basis and always remain in compliance.
c. Correction of Errors and Inaccuracies. The content on the HubSpot Marketplace may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update the Service Provider Content and Your Content at any time without prior notice. However, we do not guarantee that any errors, inaccuracies or omissions will be corrected.
d. 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.
e. 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.
f. 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.
g. Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws (including without limitation export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Service Offerings, Service Provider Content and the HubSpot products and services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Service Provider Content or the HubSpot products and services to prohibited countries or individuals or permit use of the Service Offerings, Service Provider Content or the HubSpot products and services by prohibited countries or individuals.
h. 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.
i. 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., 25 First Street, 2nd Floor, 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.
j. Entire Agreement. This Agreement is the entire agreement between us for HubSpot Marketplace 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. 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.
k. 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.
l. 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 trademarks, or any other property or right of ours.
m. 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.
n. Survival.The following sections shall survive the expiration or termination of this Agreement: ‘HubSpot’s Proprietary Rights’, ‘Service Offerings, Third-Party Sites and Products’, ‘Your Representations and Warranties’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, and ‘General’.