Last Modified: September 1, 2023
Welcome to the HubSpot Template Provider Agreement! These terms (“Agreement”) apply to Template Providers that provide templates, themes, modules or other content for use with the HubSpot products (hereinafter “Templates”) for our Template Marketplace. If you are a Service Provider, you may have to comply with other requirements or Agreements as we make them available to you and as required by the rules of the HubSpot program you may participate in.
1. Company Acceptance
Once you complete an application to list your Service Offering on our Marketplace, we will review your application and let you know whether your Service Offering has been accepted or not to list on our Marketplace. Before we accept an application, we may reach out to review your Service Offering with you. We may require that you complete certain requirements (besides those listed), questionnaires, assessments, or certification(s) before we accept your application. If we do not let you know that you are accepted to list your Service Offering on our Marketplace within sixty (60) days from your application, your application is considered to be rejected. By agreeing to these terms, you also agree to and accept our Developer Terms and Developer Policy (together our “Platform Policy”).
2. Service Offerings
a. Rights to Service Offerings. Subject to the terms and conditions of this Agreement, you hereby grant to us a non-transferable, non-exclusive, royalty-free license to internally use or access the Service Offerings and content included on your Marketplace listing page, for (i) evaluating, configuring, and testing the Service Offering and certifying interoperability between the Service Offerings and HubSpot Products, (ii) providing maintenance support to our Customers, and (iii) for marketing purposes. Unless you and we otherwise agree in writing, in no event will we: (a) modify, enhance, translate, supplement, create derivative works from reverse engineer, reverse compile or otherwise reduce the Service Offerings to human readable form, (b) sell, lease, transfer or sublicense the Service Offerings to any third party, (c) disclose or otherwise provide all or any portion of the Service Offerings to any unauthorized third party, or (d) use the Service Offerings or any component thereof for commercial purposes. Title to and ownership of the Service Offerings, and all patents, copyrights and property rights applicable thereto, shall at all times remain solely and exclusively with you.
b. Testing. We may request from you, from time to time, additional information or files related to your Service Offering or listing page to allow us to conduct a review of your Service Offering. We may review such information or files regarding your Service Offerings to determine, in our good faith discretion, whether there is sufficient interoperability between the Service Offerings and the HubSpot Products, and whether the Service Offerings meet our security and quality standards as described in the Platform Policy. We make suggestions and/or recommendations to you to modify the Service Offerings to help assure interoperability, security, and/or quality. You will either implement such suggestions and/or recommendations or terminate your listing in the Marketplace.
Additionally, we may use third party tools or applications to test your Service Offerings or any other public facing assets (including, but not limited to, your listing page, website and product pages). We may require you to make modifications or corrections to your Service Offerings or public facing assets based on the results of these tests. Failure to make corrections or modifications may result in your termination or removal from the Marketplace and we reserve the right to deny your application or remove your Service Offerings from being listed in the Marketplace.
c. Questionnaires. We may provide you, at any time, with questionnaires, assessments, or surveys regarding you and your Service Offerings. Failure to respond or complete questionnaires, assessments, or surveys may result in your termination or removal from our Marketplace. Based on your answers, we may make suggestions and/or recommendations to you to modify your Service Offering and/or public facing assets (including, but not limited to, your listing page, website and product pages) and you will either implement such modifications and/or corrections or be removed from the Marketplace.
d. Modifications. We reserve the right to modify, cancel, and/or charge for the HubSpot Products, and you reserve the right to modify, cancel, and/or charge for the Service Offering, as each party sees fit, including new releases or updates (each, a "Modification"). You agree to notify us within 24 hours of all such Modifications that may impact the quality, compatibility, or interoperability between the Service Offering and the HubSpot Products and upon our request, provide us access to, or as applicable, copies of all such Modifications, free of charge for interoperability testing purposes during the term of this Agreement.
If any Modification impacts compliance with our Platform Policy or interoperability between one of the Service Offerings and the HubSpot Products, we may by written notice to you (the “Resubmission Notice”): (i) request another full demonstration of the Service Offering interoperating with the HubSpot Products as described above, (ii) make reasonable modifications and/or corrections to you in the event Modifications to the Service Offering are required in an effort to ensure interoperability between the Service Offering and the HubSpot Products, and (iii) provided you choose to support the interoperability certification status of theService Offering, you agree, within 30 days after the Resubmission Notice, to resubmit the Service Offering, with any Modifications and, if applicable, an updated interoperability guide, to us for review of your recertification. If the Service Offering fails to pass the interoperability testing within 30 days after the Resubmission Notice, Service Offering and HubSpot Product versions prior to the Modifications and your Service Offering may be removed from the Marketplace.
e. Compliance with Policies. You agree to comply with the terms and conditions of the Platform Policy and the Program Policies at all times, which are incorporated herein by reference. We may change the Program Policies from time to time by updating our website.
We expect Template Providers to use good judgment in all decisions and interactions with customers, HubSpot employees, and other Service Providers and to act in good faith. Any actual or suspected violation will be recorded and a history of repeat issues could result in your removal from the Marketplace. Depending on the severity of the violation, consequences might include: a warning notice (delivered by email); inability to participate in special opportunities or events; suspension from the program; or termination from the program. You will be notified in writing via email if you receive a warning by contacting the primary contact for your account or your Service Offering listing.
3. Audit Rights
In addition to the terms of the Platform Policy, we may ask you to assist us in determining your compliance with this Agreement and/or our Program Policies. You will respond to us within 72 hours of our request and use reasonable efforts to help us in this effort, including, but not limited to, allowing us to review your Service Offerings, your access logs, your systems, your code and/or certain accounts or appointing an independent party to conduct an audit.
This Agreement does not create an exclusive agreement between you and HubSpot. Both of us 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. Other Template Providers and HubSpot may develop new features or products that are similar to or compete with your Service Offerings.
5. No Fees
Between you and HubSpot, no fees, commissions or other payments will be due or payable under this Agreement. Each party is responsible for its own costs and expenses related to this Agreement and their respective products and services.
6. Your Duties and Restrictions
During the term of this Agreement, you agree that you shall (a) make the Service Offering commercially available to our Customers, (b) give your Customers qualified sales, installation, training, support and service for use of the Service Offering in conjunction with the HubSpot Products, (c) promptly give us all reasonably requested information regarding the use of the Service Offering in conjunction with the HubSpot Products, including appropriate documentation on the setup and configuration of the Service Offering in conjunction with the HubSpot Products, (d) comply with all applicable laws and regulations, and (e) give us a written notification within twenty-four (24) hours of problem identification describing any technical issues that may impact the performance of the Service Offering when used with the HubSpot Products.
You will use the HubSpot Products for your internal business purposes and will not: (i) willfully tamper with the security of the HubSpot Products or tamper with our customer accounts, (ii) access data on the HubSpot Products not intended for you, (iii) log into a server or account on the HubSpot Products that you are not authorized to access, (iv) attempt to probe, scan or test the vulnerability of any HubSpot Products or to breach the security or authentication measures without proper authorization, (v) willfully render any part of the HubSpot Products unusable, (vi) lease, distribute, license, sell or otherwise commercially exploit the HubSpot Products or make the HubSpot Products available to a third party other than as contemplated in this Agreement, (vii) use the HubSpot Products for time sharing or service bureau purposes or otherwise for the benefit of a third party, or (viii) provide to third parties any evaluation version of the HubSpot Products without our prior written consent.
7. Optional Participant Programs
We may from time to time, and solely at our discretion, offer you the opportunity to take part in optional programs (the “Optional Participant Programs”). Participation in these Optional Participant Programs is optional, and to participate, you may be required to agree to additional terms and conditions. If you choose to take part in any Optional Participant Programs, you grant us all rights and permissions to take all actions reasonably necessary to effectuate the purpose of the Optional Participant Programs (for example, promoting your Service Offerings to our prospects and customers directly or via third party marketplaces). We may discontinue Optional Participant Programs at any time without notice.
8. Trademarks; Non-Disparagement
You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos (the “Company Marks”) in connection with this Agreement. We shall not acquire any interest, right, or title in any of your trademarks, copyrights, or content, and all associated goodwill shall reside with you.
During the term of this Agreement, you may use our trademarks 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 (our Template Branding Guidelines are located here), without altering them in any way, (ii) only use our trademarks in connection with the Template Partner Program and this Agreement, and (iii) immediately comply if we request that you discontinue use. you must not: (i) use our trademarks in a misleading 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. The foregoing shall not apply to normal competitive activities that you may engage in.
Please note: before you begin creating Service Offerings for the Marketplace, you must review our Trademark Usage, Content Usage guidelines, and the Template Provider Policy. Service Offerings that violate these guidelines are, at our sole discretion, subject to removal from the Marketplace.
9. Intellectual Property Violations
a. As used in this Agreement, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), whether orally or in writing, (i) 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, (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 or (iii) was independently developed by the receiving party without reference to the Disclosing Party’s Confidential Information.
b. 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) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall 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.
c. Injunctive Relief. Each party acknowledges that the unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm to the other party. Accordingly, each party agrees that the other party will have the right to seek an immediate injunction against any breach or threatened breach of this “Confidentiality” section of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
d. No Insider Trading. During the Term of the Agreement with HubSpot, you and your officers, directors, employees, and agents (collectively, “your Representative(s)”) may be exposed to material, non-public information about HubSpot under federal or state securities laws. your Representatives understand that they may be found to be in violation of applicable laws if they take advantage of such information. If yourRepresentatives are exposed to such material, nonpublic information, your Representatives agree not to: (1) trade in HubSpot’s securities (including common stock, stock options, other HubSpot-issued securities, or derivative securities), (2) have others trade in HubSpot’s securities on the your Representative’s behalf, (3) give trading advice of any kind about HubSpot, (4) disclose any material, nonpublic information to anyone else who might then trade, or (5) recommend to anyone that they purchase or sell HubSpot’s securities.
11. Representations and Warranties
You represent and warrant that: (i) you have full power and authority to enter into this Agreement and that it is binding upon you and enforceable in accordance with its terms, (ii) your participation in the Marketplace 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 the Company Marks, and (iv) the Service Offerings do not infringe or misappropriate the intellectual property rights of a third party or violate applicable law.
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) use of the Service Offerings, (b) your noncompliance with or breach of this Agreement, (c) our use of the Company Marks, (d) your participation in Optional Participant Programs, or (e) any claim that the Service Offerings infringe or misappropriate the intellectual property rights of a third party or violate applicable law. 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.
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 a https://legal.hubspot.com/template-provider-agreement . 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 and advertising laws), governmental regulations (including without limitation regional price display 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., Two Canal Park, Cambridge, MA 02141, U.S.A. Attention: Legal
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, in addition to the Marketplace TOU, is the entire agreement between us and Service Providers who use the Marketplace to provide Templates 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. 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 your Service Offering, 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 the Service Offering in the Marketplace, change of control or operation of law.
l. 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.
m. 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.
n. 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.
o. 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’.