PLEASE READ THIS MASTER SERVICES AGREEMENT CAREFULLY.

This Master Services Agreement (the “Agreement” or “MSA”) is a contract that governs HubSpot’s customers' use of the HubSpot services. By using the Subscription Service or receiving the Consulting Services, Customer is agreeing to this Agreement.

HubSpot updates these terms from time to time. If Customer has an active HubSpot subscription, HubSpot will let Customer know when HubSpot updates the Agreement via in-app notification or by email (if Customer subscribes to receive email updates). Customer can find archived versions of the General Terms, Product Specific Terms, and DPA here.

General Terms

1. Definitions

2. Use of Services 

3. Fees

4. Term & Termination

5. Customer Data

6. Intellectual Property

7. Confidentiality

8. Publicity

9. Indemnification

10. Disclaimers and Liability

11. Governing Law and Jurisdiction

12. Miscellaneous

 

Appendix: Jurisdiction Specific Terms

Appendix U.S. Government Customer Additional Terms

 

1.  DEFINITIONS

“Add-Ons” means additional product enhancements (including Limit increases and other add-ons) that are made available for purchase and are listed in the ‘Add-Ons & Limit Increases’ and the 'Technical Limits and Definitions' sections of the Products and Services Catalog.

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" or “Customer Terms of Service” or “MSA” means these General Terms and all materials referred or linked to herein, unless otherwise stated. Throughout this Agreement, we link to knowledge base articles to help facilitate use of the products and services; however, these knowledge base articles are for information only, and they are not incorporated into this Agreement.

“Authorized Payment Method” means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through Customer's account with a third party.

“Beta Service” means a program, service, or a feature of a service, that is designated, labeled, described, or presented  as beta, alpha, experimental, pilot, limited release, in development, developer preview, non-production, or evaluation, such that it is provided prior to general commercial release.

"Billing Period" means the period for which Customer agrees to prepay fees under an Order Form. This may be the same length as the Current Term specified in the Order Form, or it may be shorter. For example, if Customer subscribes to the Subscription Service for a one (1) year Current Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

“Confidential Information” means all confidential information disclosed by a party and its Affiliates ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. 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, (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, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

"Contact" means a single individual (other than a User) whose information is stored by Customer in the Subscription Service.

"Consulting Services" means the professional services provided to Customer by HubSpot, which may include training services, installation, integration or other consulting services.

"Customer Data" means all information that Customer submits or collects via the Subscription Service. Customer Data does not include HubSpot Content.

"Customer Materials" means all materials that Customer provides or posts, uploads, inputs or submits for public display through the Subscription Service.

“DPA” means the HubSpot Data Processing Agreement at https://legal.hubspot.com/dpa.

"Email Send Limit" means the number of emails that Customer may send in any given calendar month, as detailed in the Product and Services Catalog.

“Free Services” means the Subscription Service or other products or features made available by HubSpot to Customer on an unpaid trial or free basis.

"HubSpot" "we" "us" or "our"” means the applicable contracting entity as specified in the Jurisdiction Specific Terms Appendix.

"HubSpot Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that HubSpot incorporates into the Subscription Service or Consulting Services, including Enrichment Data (as defined in the Product Specific Terms).

“Jurisdiction-Specific Terms” means the additional terms that apply to Customer’s subscription, depending on Customer’s location. These terms form part of the Agreement and are available in the Jurisdiction Specific Terms Appendix included in this Agreement. 

"Order" or "Order Form" means the HubSpot-approved form or online subscription process by which Customer agrees to subscribe to the Subscription Service and purchase Consulting Services. Customer's Order Form is incorporated into this Agreement.

“Overages” are additional fees incurred when Customer exceeds Customer’s HubSpot Credits Limit, and configures Customer’s account to Pay-as-you-go and incur Overages instead of automatically upgrading. 

“Personal Data” means any information relating to an identified or identifiable individual where such information is protected similarly as personal data, personal information, or personally identifiable information under Data Protection Laws, as defined in the DPA. 

“Privacy Policy” means the HubSpot Privacy Policy available at https://legal.hubspot.com/privacy-policy, as updated by us from time to time.

“Product and Services Catalog” means HubSpot’s Product and Services Catalog available at http://legal.hubspot.com/hubspot-product-and-services-catalog, which is incorporated into this Agreement and as updated by HubSpot from time-to-time.

“Product Specific Terms” means the additional product-related terms that apply to Customer’s use of HubSpot Subscription Services, its Consulting Services, and Third Party Products. These terms form part of the Agreement and can be found at http://legal.hubspot.com/product-specific-terms.

"Subscription Fee" means the amount Customer pays for the Subscription Service.

"Subscription Service" means all of HubSpot’s web-based applications, tools and platforms that Customer has subscribed to under an Order Form or that HubSpot otherwise makes available to Customer, and are developed, operated, and maintained by HubSpot, accessible via http://hubspot.com or another designated URL, and any ancillary products and services, including website hosting, that HubSpot provides to Customer, unless otherwise specified in our Product Specific Terms.

"Subscription Term" means, collectively, the initial term of Customer’s subscription to the applicable Subscription Service, as specified on Customer’s Order Form(s) (the "Initial Term"); and each subsequent renewal period, if any (each a "Renewal Term"). Customer's "Current Term" is Customer's then-current committed period of Subscription Services, as either an Initial Term or Renewal Term. For Free Services, the Subscription Term will be the period during which Customer has an account to access the Free Services.

"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-HubSpot apps available from, for example, HubSpot marketplaces, directories, and links made available through the Subscription Service and non-HubSpot services listed on https://ecosystem.hubspot.com/marketplace. 

"Third-Party Sites" means third-party websites linked to from within the Subscription Service, including Communications Services.

"Users" means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for Customer’s benefit and have unique user identifications and passwords for the Subscription Service.

2.  USE OF SERVICES

2.1 Access. During the Subscription Term, HubSpot will provide Customer’s Users access to use the Subscription Service as described in this Agreement and the applicable Order. HubSpot may provide Customer’s Users access to use the Free Services at any time by activating them in Customer’s HubSpot account. HubSpot may provide some or all elements of the Subscription Service through third party service providers.

2.1.1 User Access. Customer must ensure that all access, use and receipt by its Users is subject to and in compliance with this Agreement. Customer may provide access and use of the Subscription Service to Customer’s Affiliate’s Users or allow them to receive the Consulting Services purchased under an Order; provided that, all such access, use and receipt by such Affiliate’s Users is subject to and in compliance with this Agreement and Customer will at all times remain liable for Customer’s Affiliates' compliance with this Agreement. Customer must be 18 years of age or older to use the Subscription Service.

2.1.2 Unauthorized Access. Customer will notify us promptly of any unauthorized use of Customer's Users’ identifications and passwords or account by following the instructions at http://help.hubspot.com.

2.2 Additional Features. Customer may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within Customer’s HubSpot account (if this option is made available by HubSpot.). This Agreement will apply to all additional Order(s) and all additional features that Customer activates from within Customer’s HubSpot account.

2.3  Availability and Uptime. For details of HubSpot’s Service Uptime Commitment, please see the Product Specific Terms. 

2.4 Limits. The limits that apply to Customer will be specified in Customer’s Order Form, this Agreement or in the Product and Services Catalog, and for Free Subscriptions, these limits may also be designated only from within the product itself (collectively, "Limits"). 

2.5 Downgrades. Customer is not permitted to downgrade Subscription Service during the Current Term. Customer may downgrade Subscription Services at the next renewal date upon completion of a new Order Form. 

2.6  Modifications. HubSpot may modify the Subscription Service during the Subscription Term, including by adding or removing features, functions, Limits, or Add-Ons that apply to Customer’s subscription.  Any modifications HubSpot makes will not materially degrade the overall functionality of the Subscription Service during the Current Term to which Customer subscribes except as follows:

(i) modifications to Free Services;

(ii) modifications resulting from changes outside of our control, such as a change to applicable law, changes related to Third-Party Products, etc.;

(iii) as otherwise specified in our Product Specific Terms; or

(iv) modifications to any Beta Services.

If the modification materially degrades the overall functionality of the Subscription Service and HubSpot is unable to provide Customer with substantially similar functionality, Customer’s sole and exclusive remedy for our breach of this section is termination of Customer’s Subscription Services and a pro-rated refund of unused fees. 

2.7 Customer Support. For information on the customer support terms that apply to Customer’s subscription, please refer to the Product Specific Terms.

2.8  Acceptable Use. Customer and its Users will comply with the Acceptable Use Policy at http://legal.hubspot.com/acceptable-use  ("AUP"). 

2.9 Prohibited and Unauthorized Use. Customer and its Users will not use the Subscription Service in any way that violates the terms of the AUP or for any purpose or in any manner that is unlawful or prohibited by this Agreement. Customer will not (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Subscription Services or any software, documentation or data related to the Subscription Services; (ii) modify, translate, or create derivative works based on the Subscription Services (except to the extent expressly permitted by us); (iii) or remove any proprietary notices or labels.

2.9.1 Use Restrictions. Customer and its Users may not use the Subscription Service if they are legally prohibited from receiving or using the Subscription Service under the laws of the country in which they are resident or from which they access or use the Subscription Service.

2.9.2 Customer and its Users may not use the Subscription Service in a way that would violate local or industry-specific regulations (for example, the Children's Online Privacy Protection Rule consistent with the requirements of the Children’s Online Privacy Protection Act (COPPA), the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), the Federal Information Security Management Act (FISMA), etc.).

2.10  Sensitive Data. The HubSpot Sensitive Data Terms available at https://legal.hubspot.com/sensitive-data-terms are incorporated into this Agreement if Customer enables the Sensitive Data functionality in the HubSpot Account. To the extent specifically permitted under the HubSpot Sensitive Data Terms and subject to those additional terms, Customer may use the Subscription Services to collect, store, manage, or otherwise process information considered sensitive information under various regulations.  

2.11  Free Trial. If Customer registers for a free trial, HubSpot will make the applicable Subscription Service available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of Customer’s paid subscription. Unless Customer purchases a subscription to the applicable Subscription Service before the end of the free trial, all Customer Data may be permanently deleted at the end of the trial, and HubSpot will not recover it. If HubSpot includes additional terms and conditions on the trial registration web page, those will apply to the trial.

2.13  Legacy Products. If Customer has a legacy HubSpot Subscription Service, some of the features and Limits that apply to that product may be different than those that appear in these General Terms, Product Specific Terms and/or the Product and Services Catalog. If Customer has legacy HubSpot Subscription Services, HubSpot may choose to move Customer to its then-current products at any time. If Customer determines that it is using a legacy product and would like to upgrade to a current-version, Customer must execute a new Order.

3.  FEES

3.1  Subscription Fees. The Subscription Fee will not increase during the initial term of Customer’s subscription unless: (i) Customer exceeds applicable Limits and incur Overages invoiced at the then-current rates detailed in our Product and Services Catalog;, (ii) Customer upgrades products or base packages, including upgrades as a result of exceeding Limits, (iii) Customer completes a purchase to subscribe to Add-Ons or additional products, including Marketing Contacts or HubSpot Credits capacity packs, or (iv) otherwise agreed to in an Order Form. We may also choose to decrease Customer’s fees upon written notice to Customer. Please review the Product Specific Terms for information on features available in Commerce Hub and other Subscription Services that may have different fee structures.

3.2  Fee Adjustments at Renewal. Upon renewal, HubSpot may increase Customer’s fees up to the then- current list price set out in the Product and Services Catalog. If this increase applies to Customer, HubSpot will notify Customer at least thirty (30) days in advance of the renewal and the increased fees will apply at the start of the next renewal term. If Customer does not agree to this increase, either party can choose to terminate the applicable subscription at the end of the Current Term by giving the notice required in the ‘Notice of Non-Renewal’ section below. Please review the Product Specific Terms for information on features available in Commerce Hub and other Subscription Services that have different fee adjustment notice requirements.

3.3 Payment of Fees. If Customer pays by credit card, Customer authorizes HubSpot to charge the Authorized Payment Method for all fees payable during the Subscription Term. Customer further authorizes HubSpot to use a third party to process payments, and consents to the disclosure of Customer’s payment information to such third party.

3.3.1 Authorized Payment Method. HubSpot may refuse Customer’s existing Authorized Payment Method (for example, if HubSpot has information indicative of fraud associated with the payment method) and require Customer to add a new payment method as your Authorized Payment Method.

3.3.2 Billing. In the event of a failed attempt to charge to Customer’s Authorized Payment Method (for example, if Customer’s Authorized Payment Method has expired or is no longer valid), HubSpot reserves the right, and Customer authorizes HubSpot, to retry billing Customer’s Authorized Payment Method. If Customer updates its Authorized Payment Method to remedy a change in validity or expiration date, HubSpot will automatically resume billing; HubSpot may also receive updates to Customer’s Authorized Payment Method through our payment service providers and automatically resume billing. HubSpot may suspend Customer’s access in accordance with the ‘Suspension’ section or terminate Customer’s account in accordance with the ‘Termination for Cause’ section if HubSpot remains unable to successfully charge a valid Authorized Payment Method.

3.3.3 Collection and Setoff Rights. Customer authorizes HubSpot to collect any outstanding fees owed by Customer under this Agreement, including from: (i) Customer’s Authorized Payment Method on file; (ii) any reserves, deposits, or funds held by HubSpot or our payment processors on Customer’s behalf (e.g., HubSpot payments reserves); and (iii) any other payment methods or accounts Customer has provided to HubSpot. Additionally, HubSpot may set off and deduct any amounts Customer owes HubSpot from any amounts HubSpot may owe Customer, including but not limited to refunds, credits, or other payments. These rights are in addition to any other rights and remedies available.

3.4 Payment Against Invoice. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form. If Customer pays by invoice, HubSpot will invoice Customer at the beginning of the applicable Current Term and each subsequent Billing Period.

3.5 Company and Payment Information. Customer will keep its business information up to date, including Customer's company name, address, and primary contact. Customer will also keep its Authorized Payment Method and billing information up to date for the payment of incurred and recurring fees, including Customer's tax information. Changes may be made on the Billing Page within Customer's HubSpot account. Customer authorizes HubSpot to continue to charge the Authorized Payment Method for applicable fees during the Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If Customer is a HubSpot Solutions Partner that purchases on behalf of a client, Customer agrees to be responsible for the Order Form and to guarantee payment of all fees.

3.6 Sales Tax. All fees are exclusive of taxes, which HubSpot will charge as applicable. Customer agrees to pay any taxes applicable to its use of the Subscription Service and performance of Consulting Services. Customer will have no liability for any taxes based upon HubSpot’s gross revenues or net income. At HubSpot’s request, Customer will provide HubSpot with Customer’s tax identification information under which Customer is registered in Customer’s registered state; missing this information may impact HubSpot’s ability to service Customer’s account, including issuing refunds or credits for applicable taxes. 

If Customer is located in the European Union, the United Kingdom, or Switzerland, all fees are exclusive of any VAT and Customer represents that Customer is registered for VAT purposes in its member state. If Customer does not provide HubSpot with a country specific tax number prior to a transaction being processed, HubSpot will not issue refunds or credits for any VAT that was charged. If Customer is subject to GST, all fees are exclusive of GST. If Customer is located in Canada, all fees are exclusive of GST, PST, and HST.

3.7 Withholding Tax. If Customer is required to deduct or withhold tax from payment of a HubSpot invoice, Customer may deduct the required amount from the applicable Subscription Fee to the extent it is due and payable as assessed withholding tax under laws that apply to Customer (the “Deduction Amount”).

Customer will not be required to repay the Deduction Amount to HubSpot, provided that Customer presents HubSpot with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If Customer does not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in Customer’s account being suspended or terminated for non-payment.

4.  TERM AND TERMINATION

4.1 Term and Renewal. The Initial Term of this Agreement commences on the Effective Date and remains in effect until the termination or expiration of all Order(s) which incorporate the Agreement by reference, or until the Agreement is terminated in accordance with its terms. Customer’s Initial Term will be specified in Customer’s Order, and, unless otherwise specified in such Order, Customer’s subscription will automatically renew for the shorter of the same duration as Customer's prior term or one year. Except as specifically provided for in this Agreement, Customer may not cancel the subscription prior to the end of the Current Term, and HubSpot will not provide any refunds of prepaid fees or unused Subscription Fees through the end of the Current Term.

4.2 Notice of Non-Renewal. Customer may choose to cancel a subscription at the end of its Current Term by providing notice as specified in this section. Unless otherwise specified in this Agreement or Customer’s Order, if Customer decides that it does not want its subscription to automatically renew, Customer must turn off the auto-renewal setting in the Account & Billing section of the Customer's HubSpot account prior to the end of the Customer's Current Term. If Customer does not turn off the auto-renewal setting in the Account & Billing section of Customer's HubSpot account, Customer's subscription will renew automatically. 

4.3 Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

HubSpot may also terminate this Agreement for cause on thirty (30) days’ notice if HubSpot determines that Customer is acting, or has acted, in a way that has or may negatively reflect on or affect HubSpot, its prospects, or its customers.

4.4  Suspension

4.4.1  Suspension for Prohibited Acts. HubSpot may suspend any User’s access to any or all Subscription Services without notice for: 

(i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, 

(ii) use of the HubSpot email send service that results in excessive bounces, SPAM complaints via feedback loops, direct spam complaints (to HubSpot's abuse desk), or requests for removal from a mailing list by recipients, or 

(iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.  

We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit Customer Data or Customer Materials.

4.4.2  Suspension for Non-Payment. HubSpot will provide Customer with notice of non-payment of any amount due. Unless the full amount has been paid, HubSpot may suspend Customer’s access to any or all of the Subscription Services ten (10) days after such notice. HubSpot will not suspend the Subscription Service while Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, HubSpot may charge a re-activation fee to reinstate the Subscription Service.

4.4.3  Suspension for Present Harm. If Customer's website, or use of, the Subscription Service: 

(i) is being subjected to denial of service attacks or other disruptive activity, 

(ii) is being used to engage in denial of service attacks or other disruptive activity, 

(iii) is creating a security vulnerability for the Subscription Service or others, 

(iv) is exhibiting anomalous usage patterns, consuming excessive bandwidth or storage, or shows other signs of potentially fraudulent or compromised access, or 

(v) is causing harm to HubSpot or others, then HubSpot may, with electronic or telephonic notice to Customer, suspend all or any access to the Subscription Service. 

HubSpot will make commercially reasonable efforts to limit the suspension to the affected portion of the Subscription Service, and each party will make commercially reasonable efforts to promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits HubSpot’s right to terminate for cause as outlined above, if HubSpot determines that Customer is acting, or has acted, in a way that has or may negatively reflect on or affect HubSpot, its prospects, or its customers.

4.4.4  Suspension and Termination of Free Services. HubSpot may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate Customer’s subscription to the Free Services due to inactivity.

4.5 Effect of Termination or Expiration. If Customer’s paid subscription is terminated or expires, HubSpot will continue to make the Free Services available, provided however, this may not be the case if the Agreement was terminated for cause.

Customer will continue to be subject to this Agreement for as long as Customer has access to a HubSpot account, or the parties otherwise agree in writing.

Upon termination or expiration of this Agreement, Customer will stop all use of the Subscription Service and HubSpot Content. If Customer terminates this Agreement for cause, HubSpot will promptly refund any prepaid but unused fees covering use of the Subscription Service after the effective date of such termination. For the avoidance of doubt, this refund does not include any fees owed from Customer's use of HubSpot Payments, which is separately governed under the HubSpot Payments Terms of Use.  If HubSpot terminates this Agreement for cause, Customer will promptly pay all unpaid fees due. Fees are otherwise non-refundable.

5.  CUSTOMER DATA

5.1 Customer’s Proprietary Rights. Customer owns and retains all rights to the Customer Materials and Customer Data. Customer grants permission to HubSpot and its licensors to use the Customer Materials and Customer Data as necessary to provide the Subscription Service and Consulting Services to Customer, as permitted by this Agreement, and as permitted by applicable law. If Customer is using the Subscription Service or receiving Consulting Services on behalf of another party, then Customer represents and warrants that it has all sufficient and necessary rights and permissions to do so.

5.2 Limits on HubSpot. HubSpot will use Customer Data in order to provide the Subscription Service and Consulting Services to Customer as permitted by this Agreement, and as permitted by applicable law.

5.3  Data Practices. 

5.3.1 Machine Learning and AI. HubSpot may use Customer Data to develop, support, and improve HubSpot AI features and functionality. HubSpot may use Customer Data to train HubSpot's AI models and similar products and services. Customer instructs HubSpot to use Customer Data to train HubSpot AI models. Customer may opt out of having Customer Data used for such purposes by emailing privacy@hubspot.com.

5.3.2 HubSpot Tracking Code and Customer Websites. Customer may choose to include the HubSpot tracking code designed to monitor digital interactions (the “HubSpot Tracking Code”) in Customer Content used in HubSpot, including Customer’s websites or digital properties (“Customer Websites”). The HubSpot Tracking Code is available to use with or without HubSpot enrichment products; please refer to the Product Specific Terms for additional details. HubSpot may use data collected through the HubSpot Tracking Code, which may include Personal Data such as IP addresses and other online identifiers (“Website Data”) to provide, maintain, append, improve, enhance, and develop HubSpot’s commercial dataset and Subscription Services. 

The Controller-to-Controller terms of the DPA will not apply if Customer both (i) disables Intent data sharing collected from the HubSpot Tracking Code in Customer’s account, and (ii) Customer is not using enrichment products.

5.3.3 Privacy Policy.  For more information on these practices please see the HubSpot Privacy Policy.

5.4 Protection of Customer Data. The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how HubSpot will process Personal Data on Customer’s behalf in connection with the Subscription Services provided under this Agreement. HubSpot will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including the Security Measures defined in our DPA and detailed in Annex 2 of the DPA.

5.5 Regional Data Hosting. HubSpot will store Customer Data in a specific location or geographical region (e.g. United States, European Union, etc.) as part of Customer's subscription subject to the terms of this Agreement (each a "Hosting Location"). Customer Data will be replicated for disaster recovery and back-up purposes within Customer's regional Hosting Location. 

5.5.1 Exclusions to Hosting Location. The Hosting Location does not apply to or cover other services or types of data including (i) Add-Ons, Third-Party Products, or Beta Services (ii) Consulting Services; (iii) HubSpot Content; (iv) analytics generated in connection with the Subscription Service; (v) as indicated on the HubSpot Sub-Processors Page; or (vi) if Users or end users access the Subscription Service  outside of the Hosting Location. HUBSPOT MAKES NO WARRANTY THAT A SPECIFIC HOSTING LOCATION WILL MEET CUSTOMER’S DATA RESIDENCY REQUIREMENTS.

5.6 Data Transfers. HubSpot and its Affiliates may transfer Personal Data to the United States in connection with the Subscription Service in accordance with our DPA and our Privacy Policy. 

5.7  Retention, Deletion and Retrieval of Customer Data. For information regarding the retention and deletion of Customer Data, please see the ‘HubSpot Obligations’ section of the DPA. Additional information on Customer’s right to retrieve Customer Data from its HubSpot account is set out in the ‘Retrieval of Customer Data’ sections of the Product Specific Terms.

6.  INTELLECTUAL PROPERTY

6.1 Ownership. This is an agreement for access to and use of the Subscription Service, and Customer is not granted a license to any software by this Agreement. We retain all intellectual property rights to the HubSpot Content, the Subscription Service, the Consulting Services, and any other products or services provided under this Agreement. Customer agrees not to copy, rent, lease, sell, distribute, or create derivative works based on the HubSpot Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by HubSpot. HubSpot’s trademarks include, but are not limited to, those listed on our trademarks page at http://legal.hubspot.com/trademarks (which HubSpot may update at any time without notice to Customer) and Customer may not use any of these without HubSpot’s prior written permission.

6.2 Suggestions. HubSpot encourages all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improvement, and vote on suggestions they like. Customer agrees that all such comments and suggestions will be non-confidential and that HubSpot owns all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to Customer.

7.  CONFIDENTIALITY

7.1 Confidential Information Obligations. The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, 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 (except those third party service providers used by HubSpot to provide some or all elements of the Subscription Service or Consulting Services and HubSpot Solutions Partners bound by confidentiality obligations), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.2 Confidential Information Disclosure. 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; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.

8.  PUBLICITY

8.1 Publicity Rights. Customer grants HubSpot the right to add Customer’s name and company logo to HubSpot’s customer list and website.

8.2 Publicity Opt-Out. Customer can opt-out of this use by filling out the Publicity Opt-Out form at https://legal.hubspot.com/publicity-opt-out-1.

9.  INDEMNIFICATION

9.1 Customer Indemnification. Customer will indemnify, defend and hold HubSpot and its Affiliates harmless, at Customer’s expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against HubSpot (and its officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with HubSpot or its Affiliates to the extent that such Action is based upon or arises out of 

(i) unauthorized or illegal use of the Subscription Service by Customer or Customer Affiliates, 

(ii) Customer or Customer Affiliates' noncompliance with or breach of this Agreement, 

(iii) Customer or Customer Affiliates' use of Third-Party Products, or 

(iv) the unauthorized use of the Subscription Service by any other person using Customer User information. 

HubSpot will: notify Customer in writing within thirty (30) days of HubSpot becoming aware of any such Action; give Customer sole control of the defense or settlement of Action; and provide Customer (at Customer’s expense) with any and all information and assistance reasonably requested by Customer to handle the defense or settlement of the Action. Customer will not accept any settlement that (i) imposes an obligation on HubSpot; (ii) requires HubSpot to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on HubSpot without our prior written consent.

9.2 HubSpot Indemnification. HubSpot will indemnify, defend and hold Customer harmless, at HubSpot’s expense, against any Action brought against Customer (and its officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with Customer to the extent that such Action is based upon or arises out of an allegation that the Subscription Service infringes a valid patent in a member state of the Patent Cooperation Treaty, registered trademark, or registered copyright (“IP Indemnification”).

Customer will: notify HubSpot in writing within thirty (30) days of Customer becoming aware of any such Action; give HubSpot sole control of the defense or settlement of such Action; and provide HubSpot (at our expense) with any and all information and assistance reasonably requested by HubSpot to handle the defense or settlement of the Action. HubSpot will not accept any settlement that (i) imposes an obligation on Customer; (ii) requires Customer to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Customer without Customer’s prior written consent.   

HubSpot will not have any obligation or liability under this section if the alleged Action is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by HubSpot, (ii) modification of the Subscription Service by anyone other than HubSpot, or modification of the Subscription Service by HubSpot in accordance with specifications or instructions that Customer provided, (iii) use of the Subscription Service in violation of or outside the scope of this Agreement, (iv) an allegation that the Subscription Service consists of a function, system or method traditionally utilized in marketing, sales or services software that is not commercially unique to the Subscription Service, and the commercially unique aspects of the Subscription Service are not identified in the allegation giving rise to the Action, or (v) user interface or related user design elements not provided by HubSpot. 

Notwithstanding the foregoing, in the event of such Action, or if HubSpot believes that such Action is likely, HubSpot may, at its sole option and expense: (a) modify the Subscription Service or provide Customer with substitute Subscription Service that is non-infringing; or (b) obtain a license or permission for Customer to continue to use the Subscription Service, at no additional cost to Customer; or (c) if neither (a) nor (b) is, in HubSpot’s judgment, commercially practicable, terminate Customer’s access to the Subscription Service (or to a portion of the Subscription Service as necessary to resolve the claimed infringement) and refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement. THIS SECTION STATES HUBSPOT’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ACTION PROVIDED FOR UNDER THIS SECTION.

10.  DISCLAIMERS; LIMITATION OF LIABILITY

10.1 Performance Warranty. HubSpot warrants that: (i) the Subscription Service and Consulting Services will be provided in a manner consistent with generally accepted industry standards, and (ii) HubSpot will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service; provided however, this warranty will not apply to Customer if Customer only uses the Free Services.

In the event of non-conformance with this warranty, HubSpot will use commercially reasonable efforts to correct such non-conformance. If HubSpot cannot correct such non-conformance within sixty (60) days from the date when Customer notified HubSpot of the non-conformity (the “Remedy Period”), then either party may terminate this Agreement by providing the other party written notice within thirty (30) days after the end of the Remedy Period. If either party terminates the Agreement for this reason, HubSpot will promptly refund any prepaid but unused fees covering use of the Subscription Service after the effective date of such termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.

HubSpot will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by HubSpot, (ii) modification of the Subscription Service by anyone other than HubSpot, or modification of the Subscription Service by HubSpot in accordance with specifications or instructions that Customer provided, or (iii) use of the Subscription Service in violation of or outside the scope of this Agreement.

THIS SECTION STATES HUBSPOT’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.

10.2 Disclaimer of Warranties. EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION AND WITHOUT LIMITING HUBSPOT'S OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, HUBSPOT AND ITS AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SUBSCRIPTION SERVICE, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, HUBSPOT CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, HUBSPOT CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. HUBSPOT DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

10.3 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

10.4 Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, AND EXCEPT FOR (i) CUSTOMER’S LIABILITY FOR PAYMENT OF FEES, (ii) CUSTOMER’S LIABILITY ARISING FROM ITS OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, (iii) HUBSPOT'S LIABILITY ARISING FROM OUR IP INDEMNIFICATION OBLIGATIONS UNDER THE 'INDEMNIFICATION' SECTION, AND (iv) CUSTOMER’S LIABILITY FOR VIOLATION OF HUBSPOT’S INTELLECTUAL PROPERTY RIGHTS, IF 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 CUSTOMER IF CUSTOMER ONLY USES THE FREE SERVICES, AND IN THIS CASE, IF HUBSPOT IS DETERMINED TO HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING FROM CUSTOMER’S USE OF THE FREE SERVICES, THEN HUBSPOT'S AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

10.5 Third-Party Products. HUBSPOT AND ITS AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT CUSTOMER USES. HUBSPOT’S LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

10.6 Agreement to Liability Limit. CUSTOMER UNDERSTANDS AND AGREES THAT ABSENT CUSTOMER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, HUBSPOT WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO CUSTOMER.

11. GOVERNING LAW AND JURISDICTION

11.1 Customer Location. Customer’s physical address (entered into your HubSpot Account as the "Company Address")  will determine (i) the HubSpot entity entering into this Agreement, (ii) the address to which Customer should direct notices under this Agreement, (iii) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and (iv) the courts that have jurisdiction over any such dispute or lawsuit, as set out in the Jurisdiction Specific Terms Appendix to this Agreement. As used in this Agreement, ‘Customer Location’ means Customer’s shipping or physical address.
11.2 Contracting Entity; Applicable Law; Additional Terms. If Customer’s (i) Customer Location is in North America or South America, (ii) Customer is located in a geographic region that does not otherwise fall into one of the designations described in the Jurisdiction Specific Terms Appendix, or (iii) if Customer uses only the Free Services, then Customer is contracting with HubSpot, Inc., and this Agreement is governed by the laws of the Commonwealth of Massachusetts, U.S.A., without reference to conflicts of law principles. For contracts with HubSpot, Inc., both parties consent to the exclusive jurisdiction and venue in the courts of Boston, Massachusetts, U.S.A. for all disputes arising out of or relating to this Agreement.

11.2.1 U.S. Government Entities. If Customer is a U.S. local, state or federal government entity, then the HubSpot Government Customer Additional Terms Appendix to these General Terms will apply to Customer’s Agreement. If these terms apply to Customer, then they are incorporated into the Agreement and will control in the event of any conflict with the Agreement.

11.3 Jurisdiction Specific Terms Appendix. Additional jurisdiction specific requirements are available at the Jurisdiction Specific Terms Appendix to these General Terms and will apply to Customer’s Agreement.

11.3.1 Contracting Entity Precedent. The HubSpot entity identified on Customer’s Order Form is Customer’s contracting entity, even if it’s different from the entity specified in the Jurisdiction Specific Terms Appendix.

12. MISCELLANEOUS

12.1 Amendment; No Waiver. No modification of, amendment or addition to the General Terms set out in this Agreement is valid or binding unless agreed by both parties in writing. Notwithstanding the forgoing, HubSpot may modify any other part of the Agreement by posting a revised version at https://legal.hubspot.com. The revised version will become effective and binding the next business day after it is posted. HubSpot will provide Customer notice of this revision by email or in-app notification. If Customer would like to receive an email notification when HubSpot makes such updates, complete the form found at https://legal.hubspot.com/subscribe-tos-updates.

If Customer does not agree with a modification to the Agreement, Customer must notify HubSpot in writing within thirty (30) days after HubSpot sends notice of the revision. If Customer provides such notice, then Customer’s subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until Customer’s next renewal date, after which the terms posted at https://legal.hubspot.com will apply. However, if HubSpot can no longer reasonably provide the subscription to Customer under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon HubSpot’s notice to Customer and HubSpot will promptly refund any prepaid but unused fees covering use of the Subscription Service after the effective date of such termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.

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.

12.2 Force Majeure. Except for payment obligations of amounts due under this Agreement, 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; pandemic; 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.

12.3 Actions Permitted. Except for actions for nonpayment or breach 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.

12.4 Relationship of the Parties. The parties agree that no joint venture, partnership, employment, or agency relationship exists between the parties.

12.5 Compliance with Laws. HubSpot will comply with all U.S. state and federal laws (where applicable) in its provision of the Subscription Service, the Consulting Services and the processing of Customer Data. HubSpot reserves the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

HubSpot will comply with the Code of Business Conduct and Ethics which can be found on the Investor Relations page on hubspot.com; the Code of Business Conduct and Ethics is incorporated into this Agreement, and may be updated without additional notice to Customer. Any other linked materials available on our Investor Relations Page are for information only and not incorporated into this Agreement, and Customer may subscribe to notifications about updates to the Investor Relations page separately. Customer will comply with all applicable laws, including any applicable export or trade laws.

12.6 Severability. If any part of this Agreement or an Order Form 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. The heading and section titles are provided for Customer’s convenience and ease of navigation only.

12.7  Notices. To HubSpot: Notice will be sent to the contact address set forth in the Jurisdiction Specific Terms, and will be deemed delivered as of the date of actual receipt.

To Customer: for all legal notices, HubSpot will deliver written notices to Customer’s address as provided in the HubSpot Subscription account information for Customer. For non-legal notices, HubSpot may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to Customer by email to Customer’s e-mail address(es) on record in HubSpot’s account information for Customer or through the notifications center of the Subscription Service. HubSpot may give notice to Customer by telephone calls to the telephone numbers on record. Customer must keep all of its account information current.

12.8  Entire Agreement. This Agreement (including the applicable Order), along with the Privacy Policy is the entire agreement between the parties for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between the parties. HubSpot objects to and rejects any additional or different terms proposed by Customer, including those contained in Customer’s purchase order, acceptance, supplier portal, or website. HubSpot’s obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written comments made by HubSpot regarding future functionality or features of the Subscription Service. HubSpot may make versions of this Agreement available in languages other than English. In such case, the English version of this Agreement will govern the parties’ relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

12.9 Assignment. Customer will not assign or transfer this Agreement without HubSpot’s prior written consent, except that Customer may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of Customer’s assets, change of control or operation of law. HubSpot may assign this Agreement to any HubSpot Affiliate or in the event of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law.

12.10 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.11 Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement. If Customer is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.

12.12 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. Customer further warrant and represent that it has the authority to procure its Affiliates’ compliance with the terms of this Agreement.

12.13 Insurance. During the term of this Agreement, HubSpot will, at its own cost and expense, obtain and maintain in full force and effect, with reputable insurers having A.M. best ratings of at least A (VII) or better, liability insurance with coverage and minimum limits of liability as follows:

(i) Commercial General Liability Insurance (Primary & Umbrella) or equivalent, with minimum limits of $1,000,000 Each Occurrence and $2,000,000 Aggregate;

(ii) Workers' Compensation & Employers Liability Insurance (as required by the state), with minimum limits of $500,000 Each Accident, $500,000 Disease-Policy Limit and $500,000 Disease-Each Employee;

(iii) Professional Liability (cyber/errors and omissions liability insurance), with a limit of $5,000,000; and (iv) Umbrella/Excess Liability Insurance, with a minimum limit of $2,000,000.

12.14 Survival. The following sections will survive the expiration or termination of this Agreement: ‘Definitions,’ ‘Fees,’ ‘Prohibited and Unauthorized Use,’ ‘Termination for Cause,’ ‘Suspension for Prohibited Acts,’ ‘Suspension for Non-Payment,’ ‘Suspension for Present Harm,’ ‘Suspension and Termination of Free Services,’ ‘Effect of Termination or Expiration,’ ‘Intellectual Property,’ ‘Customer’s Proprietary Rights,’ ‘Confidentiality,’ ‘Publicity,’ ‘Indemnification,’ ‘Disclaimers; Limitations of Liability,’ ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law.’  Additionally, the ‘Retrieval of Customer Data’ sections, and the ‘Beta Services’ section of the Product Specific Terms page will survive expiration or termination of this Agreement.

12.15 Precedence. In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.

 

APPENDIX 

JURISDICTION SPECIFIC TERMS 

Customer Location	HubSpot Contracting Entity	Address for Notices	Governing Law, Jurisdiction, and Additional Terms applicable for the Customer Location
North America or South America (excluding Canada; excluding Colombia if you’re paying your Subscription Fees in Colombian Pesos)	HubSpot, Inc.	HubSpot, Inc., Two Canal Park, Cambridge, MA 02141, U.S.A., Attention: Legal	N/A
Canada	HubSpot Canada Inc.	HubSpot, Inc., Two Canal Park, Cambridge, MA 02141, U.S.A., Attention: Legal	https://legal.hubspot.com/jst-canada
Colombia  (but only if you’re paying your Subscription Fees in Colombian Pesos)	HubSpot Latin America S.A.S	HubSpot, Inc., Two Canal Park, Cambridge, MA 02141, U.S.A., Attention: Legal	https://legal.hubspot.com/jst-colombia
Europe (including Russia but excluding the United Kingdom, France, Spain,  Liechtenstein, the Netherlands, and those countries indicated below as being part of the DACH Region), the Middle East, Africa or Antarctica	HubSpot Ireland Limited	HubSpot Ireland Limited, HubSpot House, One Sir John Rogerson's Quay, Dublin 2, Ireland, Attention: Legal, (with copy to HubSpot, Inc.)	https://legal.hubspot.com/jst-europe
Germany, Austria or Switzerland (collectively, the “DACH Region”) or in Liechtenstein	HubSpot Germany GmbH	HubSpot Ireland Limited, HubSpot House, One Sir John Rogerson's Quay, Dublin 2, Ireland, Attention: Legal, (with copy to HubSpot, Inc.)	https://legal.hubspot.com/jst-germany
France	HubSpot France S.A.S.	HubSpot Ireland Limited, HubSpot House, One Sir John Rogerson's Quay, Dublin 2, Ireland, Attention: Legal, (with copy to HubSpot, Inc.)	https://legal.hubspot.com/jst-france
Spain	HubSpot Spain, S.L.	HubSpot Ireland Limited, HubSpot House, One Sir John Rogerson's Quay, Dublin 2, Ireland, Attention: Legal, (with copy to HubSpot, Inc.)	https://legal.hubspot.com/jst-spain
The Netherlands	HubSpot Netherlands B.V.	HubSpot Ireland Limited, HubSpot House, One Sir John Rogerson's Quay, Dublin 2, Ireland, Attention: Legal, (with copy to HubSpot, Inc.)	https://legal.hubspot.com/jst-netherlands
United Kingdom	HubSpot UK Holdings Limited	HubSpot Ireland Limited, HubSpot House, One Sir John Rogerson's Quay, Dublin 2, Ireland, Attention: Legal, (with copy to HubSpot, Inc.)	https://legal.hubspot.com/jst-united-kingdom
Australia or New Zealand	HubSpot Australia Pty Ltd	HubSpot, Inc., Two Canal Park, Cambridge, MA 02141, U.S.A., Attention: Legal	https://legal.hubspot.com/jst-australia
Japan	HubSpot Japan KK	HubSpot, Inc., Two Canal Park, Cambridge, MA 02141, U.S.A., Attention: Legal	https://legal.hubspot.com/jst-japan
India (available to new customers in India as of the India Jurisdiction Terms Effective Date. Customers in India with an existing Agreement will not automatically change contracting entities)	HubSpot India Private Limited	HubSpot, Inc., Two Canal Park, Cambridge, MA 02141, U.S.A., Attention: Legal	https://legal.hubspot.com/jst-india
Asia-Pacific (except for the geographic regions already specifically named in this table above)	HubSpot Asia Pte. Ltd.	HubSpot, Inc., Two Canal Park, Cambridge, MA 02141, U.S.A., Attention: Legal	https://legal.hubspot.com/jst-asia-pacific

 

 

APPENDIX 

U.S. GOVERNMENT CUSTOMER ADDITIONAL TERMS

If Customer is a U.S. local, state or federal government entity, including public institutions of higher education, that use the HubSpot products or services (a “Government Customer”), then these U.S. Government Customer Additional Terms apply. HubSpot may update or change these terms in the same way as the Agreement as set out in the ‘Amendment; No Waiver’ section of the General Terms.

These terms apply to the extent required by applicable law.

1. GOVERNMENT CUSTOMER PURPOSE

Government Customer may only use the Subscription Service and Consulting Services for a governmental-related purpose. These terms will not apply in the event the Subscription Service and/or Consulting Services are used for any private, personal, or non-governmental-related purpose.

2. INDEMNIFICATION

Government Customer's obligations in the ‘Indemnification’ section of the General Terms will only apply to the extent permitted by applicable law.

3. LIMITATION OF LIABILITY

The 'Limitation of Liability' sub-section in the ‘Disclaimers; Limitations of Liability’ section of the General Terms applies to the extent permitted by applicable law. The following sentence is also added to the end of the 'Limitation of Liability' sub-section in the ‘Disclaimers; Limitations of Liability’ section of the General Terms, if applicable: “ALSO PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO EITHER PARTIES’ LIABILITY ARISING FROM ITS NEGLIGENCE THAT RESULTS IN BODILY INJURY, DEATH, OR DAMAGE TO TANGIBLE PROPERTY.”

4. CONTRACTING ENTITY AND APPLICABLE LAW

The ‘Contracting Entity, Applicable Law, Additional Terms’ section of the 'Governing Law and Jurisdiction' section of the General Terms is revised to read as follows:

Customer is contracting with HubSpot, Inc. and this Agreement is governed by the laws applicable to Customer as a Government Customer, or if no such laws are specified, then the laws of the Commonwealth of Massachusetts, U.S.A., without reference to conflicts of law principles. Government Customer agrees that HubSpot has standing and privity of contract to bring a claim directly against Government Customer in a court or body of competent jurisdiction.