·Legal Center

·AFFILIATE PROGRAM AGREEMENT

·Last Modified: February 23, 2026

·Affiliate Program Agreement

·PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

·This is a contract between you (the "Affiliate") and HubSpot, Inc. ("HubSpot" or "us") and its wholly or partially owned affiliates. It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily "legalese" but we have tried to make it as readable as possible.

·The Affiliate Program Agreement applies to your participation in our Affiliate Program (the "Affiliate Program"). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

·We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don't agree to the update or replacement, you can choose to terminate as we describe below. Definitions

·"Affiliate Program" means our affiliate program as described in this Agreement.

·"Affiliate Lead" means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.

·"Affiliate Link" means the unique tracking link you place on your site or promote through other channels.

·"Affiliate Policies" means the policies applicable to affiliates which we may make available to you from time to time.

·"Affiliate Tool" means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.

·"Agreement" means this Affiliate Program Agreement and all materials referred or linked to in here.

·"Commission" means an amount described in the Affiliate Tool (or if applicable, in the Program Policies) for each Customer Transaction.

·"Customer" means the authorized actual user of the HubSpot Products who has purchased or signed up for the HubSpot products after being an Affiliate Lead.

·"Customer Transactions" means those transactions by Affiliate Leads that are eligible for Commission pursuant to the 'Customer Transactions' section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool.

·"Customer Data" means all information that Customer submits or collects via the HubSpot Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the HubSpot Products.

·"HubSpot Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

·"HubSpot Products" means both the Subscription Service and Other Products.

·"Program Policies Page" means the landing page: https://www.hubspot.com/partners/affiliates/program-policies where we will provide all the up to date guidelines and policies for the Affiliate Program.

·"Other Products" means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all of our marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

·"Subscription Service" means our web-based sales software that is subscribed to, and developed, operated, and maintained by us, accessible via http://www.hubspot.com or another designated URL, and add-on products to our sales software. For the purposes of this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

·"We", "us", "our", and "HubSpot" means HubSpot, Inc.

·"You" and "Affiliate" means the party, other than HubSpot, entering into this Agreement and participating in the Affiliate Program. Non-Exclusivity

·This Agreement does not create an exclusive agreement between you and us. Both you and we 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 of third parties. Affiliate Acceptance

·Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

·If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.

·Your acceptance and participation in the Affiliate Program does not mean that you will be accepted into any of our HubSpot Partner Programs, including our Solutions Partner Program or our Technology Partner Program. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure.

·You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies. Customer Transactions

• 1Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool (or if applicable, in the Program Policies) from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you Commission as described in the Affiliate Tool (or if applicable, in the Program Policies) for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer's subscription is determined by the date of the first purchase or sign up (as applicable) of the Subscription Service by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service. For example, if the initial Customer Transaction is for one user of Sales Hub Professional, and there is a subsequent purchase by that same customer for an additional user of Sales Hub Professional for the same subscription, Affiliate will receive Commission for the initial user purchase only. The Affiliate will not be entitled to receive Commission on any additional purchases of HubSpot Products by that same Customer.
• 2Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the 'Acceptance and Validity' section, (ii) a Customer Transaction must have occurred, (iii) a Customer must remain a customer during the locking period in the Affiliate Tool (or if applicable, in the Program Policies). You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or to the participant in the Affiliate Program; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Affiliate Program, or (v) the Customer participates in any of our partner programs, including our Agency Partner Program, Sales Referral Partner Program or Sales Solutions Partner Program and is eligible to receive commission in relation to the Customer Transaction under any of these programs. If at any point you are eligible to receive a revenue share payment or commission under another Program at HubSpot, that payment amount will not change based on your participation in the Affiliate Program. For example, you will not be able to receive the Commission set out in this Agreement on any Partner Transaction that was completed whilst participating as a partner in the Solutions Partner Program (as defined in the Solutions Partner Program Agreement). In competitive situations with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
• 3Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by HubSpot. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period described on the Affiliate Tool (or if applicable, in the Program Policies) of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if it's first click on the Affiliate Link is after this Agreement has expired or terminated. Engagement with Prospects. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between HubSpot and an Affiliate Lead will be at HubSpot's discretion.
• 4Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.
• 5Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 4(a)(i-iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a "Forfeited Transaction"). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 5(a)(i-iv), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
• 6Commission Payment. We or the Affiliate Tool will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion). Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool. Training and Support

·We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice. Trademarks

·You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos ("Affiliate Marks") in connection with the Affiliate Program and this Agreement.

·During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our vendor kit and Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. Proprietary Rights

• 1HubSpot's Proprietary Rights. No license to any software is granted by this Agreement. The HubSpot Products are protected by intellectual property laws. The HubSpot Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the HubSpot Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the HubSpot Content, or the HubSpot Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use HubSpot Content, you must comply with our Content Usage Guidelines here. HubSpot, the Sprocket Design, the HubSpot logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.We encourage all customers, affiliates and partners to comment on the HubSpot Products, 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 to you.
• 2Customer's Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the HubSpot Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data. Confidentiality

·As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), (i) whether orally or in writing, 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 or (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. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, 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, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. 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. Opt Out and Unsubscribing

·You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests. Term and Termination

• 1Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
• 2Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
• 3Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
• 4Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days' notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
• 5Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the 'Termination for Agreement Changes' section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer's subscription agreement to be terminated.

·Affiliate Representations and Warranties

·You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision HubSpot with Affiliate Lead's for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

·You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are part of the Affiliate Program on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with HubSpot's own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase HubSpot products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups. Indemnification

·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) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. 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. Disclaimers; Limitations of Liability

• 1Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE HUBSPOT PRODUCTS, HUBSPOT CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE HUBSPOT PRODUCTS AND AFFILIATE TOOL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE HUBSPOT PRODUCTS AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
• 2No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
• 3Limitation 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 THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
• 4Affiliate Tool. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE TOOL THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
• 5Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, HUBSPOT SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU. General
• 1Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version at https://legal.hubspot.com/affiliate-program-agreement. We encourage you to review this Agreement periodically. If you don't agree to the update, change or replacement, you can choose to terminate as we describe above. 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.
• 2Applicable 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.
• 3Force 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.
• 4Actions 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.
• 5Relationship 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.
• 6Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the HubSpot Products. 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 HubSpot Products to prohibited countries or individuals or permit use of the HubSpot Products by prohibited countries or individuals.
• 7Severability. 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.
• 8Notices. 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., 2 Canal Park, Cambridge, MA 02141, U.S.A. Attention: General CounselTo you: your address as provided in our affiliate 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.
• 9Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program 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. Our obligations are not contingent on the delivery of any future functionality or features of the HubSpot Products or dependent on any oral or written public comments made by us regarding future functionality or features of the HubSpot Products. 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.
• 10Assignment. 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 its assets, 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 our assets, change of control or operation of law.
• 11No 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.
• 12Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference
• 13No 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, our trademarks, or any other property or right of ours.
• 14Sales by HubSpot. This Agreement shall in no way limit our right to sell the HubSpot Products, directly or indirectly, to any current or prospective customers.
• 15Authority. 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.
• 16Survival. The following sections shall survive the expiration or termination of this Agreement: 'Commission and Payment', 'Proprietary Rights', 'Confidentiality', 'Effects of Termination/Expiration', 'Indemnification', 'Disclaimers; Limitation of Liability', 'Non-Solicitation' and 'General'.
• 17Data Processing and Protection. The parties acknowledge that in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data. To the extent that any Personal Data is processed in connection with the Project the terms set forth in the HubSpot Business Partner Data Processing Agreement (posted at: https://legal.hubspot.com/business-partner-dpa), which are hereby incorporated by reference, shall apply. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the HubSpot Business Partner DPA (ii) as an independent controller (not as a joint controller with the other party) (iii) for the purposes described in this Agreement; and/or (iv) as may otherwise be permitted under Applicable Data Protection Law. For the avoidance of doubt and without prejudice to the foregoing, HubSpot shall be an independent controller of any Personal Data that it receives or shares with Affiliate.

·Legal Center

·HUBSPOT DATA PROCESSING AGREEMENT

·Last Modified: September 16, 2026

·HubSpot Data Processing Agreement

·[Need a signed copy (including the full text of the SCCs, UK Addendum, and Sub-Processors)? Click here.]

·This HubSpot Data Processing Agreement and its Annexes ("DPA") is incorporated into and forms part of the HubSpot Customer Terms of Service between you and us (the "Agreement"). This DPA reflects the parties' agreement with respect to (i) the Processing of Customer Personal Data by us as a Processor on your behalf, and (ii) the Processing of Controller Personal Data by each party as a Controller in connection with our enrichment products and your use of the HubSpot tracking code.

·In case of any conflict or inconsistency with other terms included in the Agreement, this DPA will take precedence to the extent of such conflict or inconsistency.

·The Controller-to-Processor terms apply solely to the extent that HubSpot is a Processor of Customer Personal Data in connection with the Subscription Services.

·The Controller-to-Controller terms apply solely to the extent that Customer uses our enrichment products or the HubSpot Tracking Code with Intent data sharing enabled, and each party is considered a Controller under Data Protection Laws.

·We update these terms from time to time. If you have an active HubSpot subscription, we will let you know when we do through an in-app notice (or via email if you have subscribed to receive email notifications via the link in our General Terms). You can find archived versions of the DPA in our archives at https://legal.hubspot.com/legal-stuff/archive.

·The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement. 1. Definitions 2. Customer Responsibilities 3. HubSpot Obligations as Processor 4. Data Subject Requests 5. Sub-Processors 6. Data Transfers 7. Demonstration of Compliance

88. Additional Provisions for European Data

99. Additional Provisions for California Personal Information 10. Controller-to-Controller Terms 11. Transfer Mechanisms 12. General Provisions 13. Parties to this DPA

Annex 1Annex 1(A) - Details of Processing-HubSpot as Processor

Annex 1Annex 1(B) - Details of Processing - HubSpot as Controller Annex 2 - Security Measures Annex 3 - Sub-Processors 1. DEFINITIONS

·"California Personal Information" means Customer Personal Data that is subject to the protection of the CCPA.

·"CCPA" means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 or "CPRA").

·"Consumer," "Business," "Sell," "Service Provider," and "Share" will have the meanings given to them in the CCPA.

·"Controller" means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of Processing Personal Data.

·"Controller Personal Data" means Personal Data that each party Processes as a Controller in connection with the enrichment products or the HubSpot Tracking Code, and each party is considered a Controller under Data Protection Laws.

·"Customer Personal Data" means Personal Data contained within Customer Data that HubSpot Processes as a Processor on behalf of Customer.

·"Customer Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data transmitted, stored, or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the Subscription Services. "Customer Personal Data Breach" will not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

·"Data Privacy Framework" means the EU-U.S. Data Privacy Framework, the Swiss-U.S. Data Privacy Framework and the UK Extension to the EU-U.S. Data Privacy Framework self-certification programs (as applicable) operated by the U.S. Department of Commerce; as may be amended, superseded, or replaced."Data Privacy Framework Principles" means the Principles and Supplemental Principles contained in the relevant Data Privacy Framework; as may be amended, superseded, or replaced.

·"Data Protection Laws" means all applicable worldwide legislation relating to data protection and privacy which applies to the Processing of Personal Data under the Agreement, including without limitation European Data Protection Laws, the CCPA, and other applicable U.S. federal and state privacy laws, and the data protection and privacy laws of Australia, Canada, Singapore, India, and Japan, in each case as amended, repealed, consolidated, or replaced from time to time.

·"Data Subject" means the individual to whom Personal Data relates.

·"Europe" means the European Union, the European Economic Area and/or their member states, Switzerland, and the United Kingdom.

·"European Data" means Customer Personal Data that is subject to the protection of European Data Protection Laws.

·"European Data Protection Laws" means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"); and (iv) Swiss Federal Data Protection Act and its Ordinance ("Swiss DPA"); in each case, as may be amended, superseded, or replaced.

·"Instructions" means the written, documented instructions issued by Customer to HubSpot, and directing HubSpot to perform a specific or general action with regard to Customer Personal Data (including, but not limited to, depersonalizing, blocking, deletion, and making available).

·"Permitted Affiliates" means any of your Affiliates that (i) are permitted to use the Subscription Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a "Customer" as defined under the Agreement, (ii) qualify as a Controller of Customer Personal Data or Controller Personal Data, and (iii) are subject to European Data Protection Laws.

·"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.

·"Processing" means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms "Process," "Processes," and "Processed" will be construed accordingly.

·"Processor" means a natural or legal person, public authority, agency, or other body which Processes Personal Data on behalf of the Controller.

·"Restricted Transfer" means transfer of Personal Data originating from Europe to a country that does not provide an adequate level of protection within the meaning of applicable European Data Protection Laws.

·"Standard Contractual Clauses" means the standard contractual clauses annexed to the European Commission's Decision (EU) 2021/914 of 4 June 2021 currently found at https://eur-lex.europa.eu/eli/dec_impl/2021/914, as may be amended, superseded, or replaced.

·"Sub-Processor" means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the Processing of Customer Personal Data under the Agreement. Sub-Processors may include third parties or our Affiliates but will exclude any HubSpot employee or consultant.

·"UK Addendum" means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at https://ico.org.uk/media2/migrated/4019539/international-data-transfer-addendum.pdf , as may be amended, superseded, or replaced. 2. CUSTOMER RESPONSIBILITIES

2.12.1. Compliance with Laws. Within the scope of the Agreement and your use of the services, you will be responsible for complying with all requirements that apply to you under Data Protection Laws with respect to your Processing of Personal Data.

·In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of Customer Personal Data and the means by which you acquired such data; (ii) complying with all necessary transparency and lawfulness requirements under Data Protection Laws for the collection and use of Customer Personal Data, including providing adequate notices, obtaining any necessary consents and authorizations, and honoring opt-out preferences (particularly for use by Customer for marketing purposes); (iii) ensuring you have the right to transfer, or provide access to, the Customer Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA); (iv) complying with all laws applicable to any emails or other content created, sent, or managed through the Subscription Services (including those relating to obtaining consents to send emails, the content of emails, and email deployment practices); and (v) ensuring that your use of Controller Personal Data complies with Data Protection Laws and is strictly limited to the purposes set out in the Agreement (including this DPA). You will inform us without undue delay if you are not able to comply with your responsibilities under this 'Compliance with Laws' section or Data Protection Laws.

2.22.2 Customer Instructions. You are responsible for ensuring that your Instructions to us regarding the Processing of Customer Personal Data comply with applicable laws, including Data Protection Laws. The parties agree that the Agreement (including this DPA), together with your use of the Subscription Service in accordance with the Agreement, constitute your complete Instructions to us in relation to HubSpot's Processing of Customer Personal Data, so long as you may provide additional instructions during the Subscription Term that are consistent with the Agreement and the nature and lawful use of the Subscription Service.

2.32.3 Security. You are responsible for independently determining whether the data security provided for in the Subscription Service adequately meets your obligations under Data Protection Laws. You are also responsible for your secure use of the Subscription Service, including protecting the security of Personal Data in transit to and from the Subscription Service (including to securely backup or encrypt such data). 3. HUBSPOT OBLIGATIONS AS PROCESSOR

3.13.1 Compliance with Instructions. We will only Process Customer Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.

3.23.2 Conflict of Laws. If we become aware that we cannot Process Customer Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Customer Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Subscription Services until such time as you issue new lawful Instructions with regard to the Processing.

3.33.3 Security. We will implement and maintain appropriate technical and organizational measures to protect Customer Personal Data from Customer Personal Data Breaches, as described under Annex 2 to this DPA ("Security Measures"). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.

3.43.4 Confidentiality. We will ensure that any personnel whom we authorize to Process Customer Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Customer Personal Data.

3.53.5 Customer Personal Data Breaches. We will notify you without undue delay, but no later than seventy-two (72) hours, after we become aware of any Customer Personal Data Breach and will provide timely information relating to the Customer Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Customer Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.

3.63.6 Deletion or Return of Customer Personal Data. We will delete or return all Customer Data, including Customer Personal Data (including copies thereof) Processed pursuant to this DPA, on termination or expiration of your Subscription Service in accordance with the procedures set out in our Product Specific Terms. This term will apply except where we are required by applicable law to retain some or all of the Customer Data, or where we have archived Customer Data on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with our deletion practices.

·If you need help retrieving your Customer Data during the Subscription Term, we will provide reasonable assistance to you, at your cost, and in accordance with the 'Confidentiality' section of the General Terms. We will notify you in advance of any applicable costs which will be commercially reasonable.

·You may request the deletion of your HubSpot account after expiration or termination of your subscription by following the steps at the "Cancel your subscription and delete your HubSpot account" knowledge base article. We strongly recommend retrieving your Customer Data prior to the end of your Subscription Term by following the instructions at the following knowledge base articles: "Export your Content and Data"; "Export your Records"; "Export your Ad Performance Data"; "Export your Marketing Email Performance Data"; "Perform a permanent delete in HubSpot." 4. DATA SUBJECT REQUESTS

·The Subscription Service provides you with a number of controls that you can use to retrieve, correct, delete, or restrict Customer Personal Data, which you can use to assist you in connection with your obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under Data Protection Laws ("Data Subject Requests").

·To the extent that you are unable to independently address a Data Subject Request through the Subscription Service, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Customer Personal Data under the Agreement. You will reimburse us for the commercially reasonable costs arising from this assistance, and we will notify you of these costs in advance.

·If a Data Subject Request or other communication regarding the Processing of Customer Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Customer Personal Data. 5. SUB-PROCESSORS

·You agree we may engage Sub-Processors to Process Customer Personal Data on your behalf, and we do so in three ways. First, we may engage Sub-Processors to assist us with hosting and infrastructure. Second, we may engage with Sub-Processors to support product features and integrations. Third, we may engage with HubSpot Affiliates as Sub-Processors for service and support. Some Sub-Processors will apply to you as default, and some Sub-Processors will apply only if you opt in.

·We have currently appointed, as Sub-Processors, the third parties and HubSpot Affiliates listed in Annex 3 to this DPA. You may subscribe to receive notifications by email if we make changes to the HubSpot Sub-Processors Page by completing the form available at https://legal.hubspot.com/subscribe-subprocessor-updates. If you opt in to receive such email, we will notify you at least 30 days prior to any such change.

·We will give you the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Customer Personal Data within 30 days of notifying you. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Subscription Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination).

·Where we engage Sub-Processors, we will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Customer Personal Data as those in this DPA, to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor's compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA. 6. DATA TRANSFERS

·You acknowledge and agree that we may access and Process Customer Personal Data on a global basis as necessary to provide the Subscription Service in accordance with the Agreement, and in particular that Customer Personal Data may be transferred to and Processed by HubSpot, Inc. in the United States and to other jurisdictions where HubSpot Affiliates and Sub-Processors have operations. Wherever Customer Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws. 7. DEMONSTRATION OF COMPLIANCE

·We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits, including inspections conducted by you or your auditor in order to assess compliance with this DPA, where required by applicable law. You acknowledge and agree that you will exercise your audit rights under this DPA by instructing us to comply with the audit measures described in this 'Demonstration of Compliance' section. You acknowledge that the Subscription Service is hosted by our hosting Sub-Processors who maintain independently validated security programs (including SOC 2 and ISO 27001) and that our systems are audited annually as part of SOC 2 compliance and regularly tested by independent third party penetration testing firms. Upon request, we will supply (on a confidential basis) our SOC 2 report and summary copies of our penetration testing report(s) to you so that you can verify our compliance with this DPA. You may download copies of these documents from HubSpot's Security website at trust.hubspot.com. Further, at your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year unless you have reasonable grounds to suspect noncompliance with the DPA.

88. ADDITIONAL PROVISIONS FOR EUROPEAN DATA

8.18.1 Scope. This 'Additional Provisions for European Data' section will apply only with respect to European Data that HubSpot Processes on your behalf under the Agreement.

8.28.2 Role of Parties. When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are acting either as the Controller, or as a Processor on behalf of another Controller, and we are the Processor under the Agreement.

8.38.3 Instructions. If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.

8.48.4 Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities (for example, the French Data Protection Agency (CNIL), the Berlin Data Protection Authority (BlnBDI) and the UK Information Commissioner's Office (ICO)) or other competent data privacy authorities to the extent required by European Data Protection Laws.

8.58.5 Data Transfers. HubSpot will not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Customer Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) (i) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Customer Personal Data, including the Data Privacy Framework; (ii) to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws; or (iii) to a recipient that has executed the Standard Contractual Clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.

99. ADDITIONAL PROVISIONS FOR CALIFORNIA PERSONAL INFORMATION

9.19.1 Scope. The 'Additional Provisions for California Personal Information' section of the DPA will apply only with respect to California Personal Information that HubSpot Processes on your behalf under the Agreement.

9.29.2 Role of Parties. When processing California Personal Information in accordance with your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.

9.39.3 Responsibilities. We certify that we will Process California Personal Information as a Service Provider strictly for the purpose of performing the Subscription Services and Consulting Services under the Agreement (the "Business Purpose") or as otherwise permitted by the CCPA, including as described in the 'Usage Data' section of our Privacy Policy. Further, we certify that we will not (i) Sell or Share California Personal Information; (ii) Process California Personal Information outside the direct business relationship between the parties, unless required by applicable law; or (iii) combine California Personal Information included in Customer Data with Personal Data that we collect or receive from another source (other than information we receive from another source in connection with our obligations as a Service Provider under the Agreement).

9.49.4 Compliance. We will (i) comply with the obligations applicable to us as a Service Provider under the CCPA; (ii) provide the same level of protection for California Personal Information as is required by the CCPA; and (iii) notify you if we make a determination that we can no longer meet our obligations as a Service Provider under the CCPA.

9.59.5 CCPA Audits. You will have the right to take reasonable and appropriate steps to help ensure that we use California Personal Information in a manner consistent with your obligations under the CCPA. Upon notice, you will have the right to take reasonable and appropriate steps in accordance with the Agreement to stop and remediate unauthorized use of California Personal Information.

9.69.6 Not a Sale. The parties acknowledge and agree that the disclosure of California Personal Information by Customer to HubSpot does not form part of any monetary or other valuable consideration exchanged between the parties. 10. CONTROLLER-TO-CONTROLLER TERMS

10.110.1 Scope. This 'Controller-to-Controller Terms' section will apply to the extent that the parties Process Controller Personal Data in connection with Customer's uses of our enrichment products and the HubSpot Tracking Code when Intent data sharing is enabled.

10.210.2 Role of Parties. The parties acknowledge and agree that they act as Controllers of Controller Personal Data and will comply with their respective obligations under Data Protection Laws when Processing Controller Personal Data. For clarity, nothing in the Agreement or this 'Controller-to-Controller Terms' section shall restrict HubSpot in any way from collecting, using, or sharing data that HubSpot would otherwise Process independently of Customer's use of the Subscription Services, including our enrichment products.

10.310.3 Compliance with Laws. Each party will ensure that the Controller Personal Data it shares or makes available to the other party has been collected in compliance with Data Protection Laws, including (i) providing adequate notices and obtaining any required consents from Data Subjects; (ii) establishing a lawful basis for its Processing of Controller Personal Data; (iii) implementing appropriate technical and organizational measures to protect Controller Personal Data; and (iv) complying with any reporting obligations concerning personal data breaches involving Controller Personal Data. As between the parties, Customer is responsible for providing all necessary notices, consents, and opt-out mechanisms for the use of the HubSpot Tracking Code, and ensuring that its website discloses the use of third-party tracking technology in compliance with Data Protection Laws. If a Data Subject contacts either party to exercise their rights under Data Protection Laws, the contacted party shall either fulfill the request directly or, if this is not feasible, promptly notify and coordinate with the other party to ensure the request is fulfilled in accordance with Data Protection Laws. Customer agrees to delete Enrichment Outputs (as defined under HubSpot's Product Specific Terms) if Customer determines that Customer does not have any independent lawful basis (or substantively similar terms) for Processing such data under Data Protection Laws.

10.410.4 Demonstration of Compliance. If either party receives any complaint, notice, or communication from a supervisory authority or other governmental authority which relates to the other party's: (i) Processing of Controller Personal Data; or (ii) potential failure to comply with Data Protection Laws with respect to the Processing of Controller Personal Data, that party shall direct the supervisory authority or governmental authority to the other party and, in the case of intertwined obligations, claims, or Controller Personal Data at issue, shall provide reasonable assistance to the other party in responding to the supervisory authority or governmental authority.

10.510.5 Security. We will implement and maintain reasonable security measures to protect Controller Personal Data. All Controller Personal Data is protected using appropriate physical, technical, and organizational measures. For more on security at HubSpot, please see https://trust.hubspot.com.

10.610.6 CCPA Compliance. To the extent that the CCPA applies to the Processing of Controller Personal Data, each party acknowledges and agrees that: (i) such Controller Personal Data is made available to the other party solely for the limited and specified purposes set forth in the Agreement; (ii) the party receiving such Controller Personal Data shall comply with and provide the same level of privacy protection as is required by the CCPA; (iii) the party receiving such Controller Personal Data shall promptly notify the other party if it determines it can no longer meet its obligations under the CCPA; and (iv) the party providing such Controller Personal Data shall have the right, upon reasonable notice, to take reasonable and appropriate steps to ensure that the receiving party uses the Controller Personal Data in a manner consistent with its obligations under the CCPA and stop and remediate unauthorized uses of the Controller Personal Data. 11. TRANSFER MECHANISMS

·Where the transfer of Customer Personal Data or Controller Personal Data between the parties involves a Restricted Transfer and European Data Protection Laws require putting in place appropriate safeguards, HubSpot and Customer will comply with the following:

11.111.1 Data Privacy Framework. HubSpot, Inc. participates in and certifies compliance with the Data Privacy Framework. Where and to the extent the Data Privacy Framework applies to the Restricted Transfer, HubSpot, Inc. will (i) provide at least the same level of protection to Customer Personal Data and Controller Personal Data required by the Data Privacy Framework Principles and (ii) inform you if we determine that we are unable to comply with this requirement.

11.211.2 Standard Contractual Clauses. The Standard Contractual Clauses will be incorporated by reference and apply to the Restricted Transfer as follows:

·(A) In relation to Customer Personal Data (i) the Module Two terms apply to the extent Customer is a Controller and the Module Three terms apply to the extent Customer is a Processor of Customer Personal Data; (ii) in Clause 7, the optional docking clause applies; (iii) in Clause 9, Option 2 applies and changes to Sub-Processors will be notified in accordance with the 'Sub-Processors' section of this DPA; (iv) in Clause 11, the optional language is deleted; (v) in Clauses 17 and 18, the parties agree that the governing law and forum for disputes will be determined in accordance with the Jurisdiction Specific Terms of the Agreement or, if such section does not specify an EU Member State, the Republic of Ireland (without reference to conflicts of law principles); (vi) the Annexes of the Standard Contractual Clauses will be deemed completed with the information set out in the Annexes of this DPA; and (vii) the supervisory authority that will act as competent supervisory authority will be determined in accordance with GDPR.

·(B) In relation to Controller Personal Data (i) the Module One terms apply; (ii) in Clause 7, the optional docking clause applies; (iii) in Clause 11, the optional language is deleted; (iv) in Clauses 17 and 18, the parties agree that the governing law and forum for disputes will be determined in accordance with the Jurisdiction Specific Terms of the Agreement or, if such section does not specify an EU Member State, the Republic of Ireland (without reference to conflicts of law principles); (v) the Annexes of the Standard Contractual Clauses will be deemed completed with the information set out in the Annexes of this DPA; and (vi) the supervisory authority that will act as competent supervisory authority will be the Irish Data Protection Commission.

·(C) In relation to Customer Personal Data and Controller Personal Data that is subject to the UK GDPR, the Standard Contractual Clauses will apply in accordance with sub-section (A) and the following modifications (i) the Standard Contractual Clauses will be modified and interpreted in accordance with the UK Addendum, which will be incorporated by reference and form an integral part of the Agreement; (ii) Tables 1, 2 and 3 of the UK Addendum will be deemed completed with the information set out in the Annexes of this DPA and Table 4 will be deemed completed by selecting "neither party"; and (iii) any conflict between the terms of the Standard Contractual Clauses and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum.

·(D) In relation to Customer Personal Data and Controller Personal Data that is subject to the Swiss DPA, the Standard Contractual Clauses will apply in accordance with sub-section (A) and the following modifications (i) references to "Regulation (EU) 2016/679" will be interpreted as references to the Swiss DPA; (ii) references to "EU," "Union," and "Member State law" will be interpreted as references to Swiss law; and (iii) references to the "competent supervisory authority" and "competent courts" will be replaced with the "the Swiss Federal Data Protection and Information Commissioner" and the "relevant courts in Switzerland."

·(E) In relation to Customer Personal Data that HubSpot Processes as a Processor, you agree that by complying with our obligations under the 'Sub-Processors' section of this DPA, HubSpot, Inc. fulfills its obligations under Section 9 of the Standard Contractual Clauses. For the purposes of Clause 9(c) of the Standard Contractual Clauses, you acknowledge that we may be restricted from disclosing Sub-Processor agreements but we will use reasonable efforts to require any Sub-Processor we appoint to permit it to disclose the Sub-Processor agreement to you and will provide (on a confidential basis) all information we reasonably can. You also acknowledge and agree that you will exercise your audit rights under Clause 8.9 of the Standard Contractual Clauses by instructing us to comply with the measures described in the 'Demonstration of Compliance' section of this DPA.

·(F) If and to the extent the Standard Contractual Clauses conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict. Where the HubSpot contracting entity under the Agreement is not HubSpot, Inc., such contracting entity (not HubSpot, Inc.) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by HubSpot, Inc., and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity. If HubSpot cannot comply with its obligations under the Standard Contractual Clauses for any reason, and you intend to suspend or terminate the transfer of Personal Data to HubSpot, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such noncompliance. If we have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the Subscription Service in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).

11.311.3 Alternative Transfer Mechanism. In the event that HubSpot is required to adopt an alternative transfer mechanism under European Data Protection Laws, in addition to or other than the mechanisms described above, such alternative transfer mechanism will apply automatically instead of the mechanisms described in this DPA (but only to the extent such alternative transfer mechanism complies with European Data Protection Laws), and you agree to execute such other documents or take such action as may be reasonably necessary to give legal effect such alternative transfer mechanism. 12. GENERAL PROVISIONS

12.112.1 Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the 'Compliance with Instructions' or 'Security' sections of this DPA, we reserve the right to make any updates and changes to this DPA and the terms that apply in the 'Amendment; No Waiver' section of the General Terms will apply.

12.212.2 Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.

12.312.3 Limitation of Liability. Each party and each of their Affiliates' liability, taken in aggregate, arising out of or related to this DPA (including any other data processing agreements between the parties) and the Standard Contractual Clauses, where applicable, whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the 'Limitation of Liability' section of the General Terms and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA). For the avoidance of doubt, if HubSpot, Inc. is not a party to the Agreement, the 'Limitation of Liability' section of the General Terms will apply as between you and HubSpot, Inc., and in such respect any references to 'HubSpot', 'we', 'us' or 'our' will include both HubSpot, Inc. and the HubSpot entity that is a party to the Agreement. In no event will either party's liability be limited with respect to any individual's data protection rights under this DPA (including any other DPAs between the parties and the Standard Contractual Clauses, where applicable) or otherwise.

12.412.4 Governing Law. This DPA will be governed by and construed in accordance with the 'Contracting Entity; 'Applicable Law; Notice' sections of the Jurisdiction Specific Terms, unless required otherwise by Data Protection Laws. 13. PARTIES TO THIS DPA

13.113.1 Permitted Affiliates. By signing the Agreement, you enter into this DPA (including, where applicable, the Standard Contractual Clauses) on behalf of yourself and in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the terms "Customer," "you," and "your" will include you and such Permitted Affiliates.

13.213.2 Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.

13.313.3 Remedies. The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all Instructions, authorizations and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA on behalf of its Permitted Affiliates.

13.413.4 Other Rights. The parties agree that you will, when reviewing our compliance with this DPA pursuant to the 'Demonstration of Compliance' section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit. A. LIST OF PARTIES

·Data exporter:

·Name: The Customer, as defined in the HubSpot Customer Terms of Service (on behalf of itself and Permitted Affiliates)

·Address: The Customer's address, as set out in the Order Form

·Contact person's name, position and contact details: The Customer's contact details, as set out in the Order Form and/or as set out in the Customer's HubSpot account

·Activities relevant to the data transferred under these Clauses: Processing of Customer Personal Data in connection with Customer's use of the HubSpot Subscription Services under the HubSpot Customer Terms of Service

·Role (controller/processor): Controller (either as the Controller; or acting in the capacity of a Controller, as a Processor, on behalf of another Controller)

·Data importer:

·Name: HubSpot, Inc.

·Address: Two Canal Park, Cambridge, MA 02141, USA

·Contact person's name, position and contact details: Nicholas Knoop, Data Protection Officer, HubSpot, Inc., Two Canal Park, Cambridge, MA 02141 USA

·Activities relevant to the data transferred under these Clauses: Processing of Customer Personal Data in connection with Customer's use of the HubSpot Subscription Services under the HubSpot Customer Terms of Service Role (controller/processor): Processor

·B. DESCRIPTION OF TRANSFERCategories of Data Subjects whose Personal Data is Transferred

·You may submit Customer Personal Data in the course of using the Subscription Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Customer Personal Data relating to the following categories of Data Subjects:

·Your Contacts and other end users including your employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects may also include individuals attempting to communicate with or transfer Customer Personal Data to your end users.

·Categories of Personal Data TransferredYou may submit Personal Data to the Subscription Services, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:

11. Contact information (as defined in the General Terms).2. Any other Personal Data submitted by, sent to, or received by you, or your end users, via the Subscription Service.

·Sensitive Data Transferred and Applied Restrictions or SafeguardsThe processing of Sensitive Data is subject to the scope limitations, restrictions, and safeguards mutually agreed upon by the parties, as reflected in the Agreement. Frequency of the TransferContinuous

·Nature of the ProcessingCustomer Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:

11. Storage and other Processing necessary to provide, maintain and improve the Subscription Services provided to you; and/or

22. Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.

·Purpose of the Transfer and Further Processing

·We will Process Customer Personal Data as necessary to provide the Subscription Services pursuant to the Agreement, as further specified in the Order Form, and as further instructed by you in your use of the Subscription Services.

·Period for which Personal Data will be retained

·Subject to the 'Deletion or Return of Customer Personal Data' section of this DPA, we will Process Customer Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

·A. LIST OF PARTIESData exporter/importer: Customer

·Name: The Customer, as defined in the HubSpot Customer Terms of Service (on behalf of itself and Permitted Affiliates)

·Address: The Customer's address, as set out in the Order Form

·Contact person's name, position, and contact details, including email: The Customer's contact details, as set out in the Order Form and/or as set out in the Customer's HubSpot account

·Activities relevant to the data transferred under these Clauses: Processing of Controller Personal Data in connection with Customer's use of enrichment products and the HubSpot Tracking Code Role (controller/processor): Controller

·Data exporter/importer: HubSpot, Inc.

·Name: HubSpot, Inc.

·Address: Two Canal Park, Cambridge, MA 02141, USA

·Contact person's name, position, and contact details: Nicholas Knoop, Data Protection Officer, HubSpot, Inc., Two Canal Park, Cambridge, MA 02141 USA

·Activities relevant to the data transferred under these Clauses: Processing of Controller Personal Data in connection with Customer's use of enrichment products and the HubSpot tracking codeRole (controller/processor): Controller B. DESCRIPTION OF TRANSFER

·Categories of Data Subjects whose Personal Data is Transferred Individuals associated with a company or other institution

·Categories of Personal Data Transferred Professional data, which may include, but is not limited to, first and last name, business email address, business employer, business role, professional title, IP address, online identifiers, and other similar information

·Sensitive Data Transferred and Applied Restrictions or Safeguards The parties do not anticipate the transfer of sensitive data. Frequency of the TransferContinuous

·Nature of the Processing Controller Personal Data will be Processed in accordance with the Agreement and may be subject to the following Processing activities: (1) storage and other Processing of Website Data (such as IP addresses and other online identifiers) and Professional Enrichment Data (such as business email addresses) by HubSpot necessary to provide, maintain, append, improve, and develop HubSpot's commercial dataset and the Subscription Services; and/or(2) disclosure in accordance with the Agreement and/or as compelled by applicable laws.

·Purpose(s) of the Transfer and Further Processing Controller Personal Data will be transferred for the purposes contemplated in the Agreement, including to provide Customer with business information and to provide, maintain, append, improve, enhance, and develop HubSpot's commercial dataset and the Subscription Services.

·Period for which Personal Data will be Retained

·Controller Personal Data will be Processed and retained by the parties in accordance with their respective data retention policies or as otherwise set out under the Agreement.

·We currently observe the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein will have the meanings as set forth in the General Terms. For more information on these security measures, please refer to HubSpot's SOC 2 Type II Report, SOC 3 Report, Security Overview and Penetration Test Summaries, available at trust.hubspot.com. 1. INFORMATION SECURITY POLICY

·We maintain and adhere to an internal, written Information Security Policy. You can visit the HubSpot Trust Center, which provides an overview of our security standards. 2. ACCESS CONTROL

2.12.1 Preventing Unauthorized Product Access. Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.

·Physical and environmental security: We host our product infrastructure with multi-tenant, outsourced infrastructure providers. We do not own or maintain hardware located at the outsourced infrastructure providers' data centers. Production servers and client-facing applications are logically and physically secured from our internal corporate information systems. The infrastructure providers' physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.

·Authentication: We implement a uniform password policy for our customer products. Customers who interact with the products via the user interface must authenticate before accessing Customer Personal Data in their HubSpot account.

·Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user's permissions against the attributes associated with each data set.

·Application Programming Interface (API) access: Public product APIs may be accessed using Oauth authorization or private app tokens.

2.22.2 Preventing Unauthorized Product Use. We implement industry standard access controls and detection capabilities for the internal networks that support its products.

·Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.

·Intrusion detection and prevention: We implement a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.

·Static code analysis: Code stored in our source code repositories is checked for best practices and identifiable software flaws using automated tooling.

·Endpoint Harding: Endpoints are hardened in accordance with industry standard practice. Workstations are protected using anti-malware and endpoint detection & response tools, receiving regular definition and signature updates.

2.32.3 Limitations of Privilege and Authorization Requirements. Privileged Access Management: Privileged access in our product environment is controlled, monitored, and removed in a timely fashion through "just in time access" (or "JITA") controls. Non-personal accounts used for system access are stored in a secure vault with additional controls governing privilege elevation and account check out processes.

·Product access: A subset of our employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, product development and research, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through JITA requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Administrative or high risk access permissions are reviewed at least once every six months. 3. TRANSMISSION CONTROL

·In-transit: We require HTTPS encryption (also referred to as SSL or TLS) on all login interfaces and for free on every customer site hosted on the HubSpot products. Our HTTPS implementation uses industry standard algorithms and certificates.

·At-rest: We store user passwords following policies that follow industry standard practices for security. We take a layered approach of at-rest encryption technologies to ensure Customer Data and Customer-identified Permitted Sensitive Data are appropriately encrypted.

44. INCIDENT MANAGEMENT, LOGGING, AND MONITORING

·Incident Response Plan: We maintain a written Incident Response Plan, playbooks, and other necessary processes and procedures to fulfill the standards and obligations reflected therein.

·Detection: We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregate log data and alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.

·Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement. 5. AVAILABILITY CONTROL

·Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and heating, ventilation and air conditioning (HVAC) services.

·Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.

·Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary instance. All databases are backed up and maintained using at least industry standard methods.

·Disaster Recovery Plans: We maintain and regularly test disaster recovery plans to help ensure availability of information following interruption to, or failure of, critical business processes.

·Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime. 6. VULNERABILITY MANAGEMENT PROGRAM

·Vulnerability Remediation Schedule: We maintain a vulnerability remediation schedule aligned with industry standards. We take a risk-based approach to determining a vulnerability's applicability, likelihood, and impact in our environment.

·Vulnerability scanning: We perform daily vulnerability scanning on our products using technology and detection standards aligned with industry standards.

·Penetration testing: We maintain relationships with industry-recognized penetration testing service providers for penetration testing of both the HubSpot web application and internal corporate network infrastructure at least annually. The intent of these penetration tests is to identify security vulnerabilities and mitigate the risk and business impact they pose to the in-scope systems.

·Bug bounty: A bug bounty program invites and incentivizes independent security researchers to ethically discover and disclose security flaws. We implement a bug bounty program in an effort to widen the available opportunities to engage with the security community and improve the product defenses against sophisticated attacks. 7. PERSONNEL MANAGEMENT

·We staff qualified personnel to develop, maintain, and enhance our security program. We train all employees on security policy, processes, and standards relevant to their role and in accordance with industry practice.

·Background checks: Where permitted by applicable law, HubSpot employees undergo a third-party background or reference check. In the United States, employment offers are contingent upon the results of a third-party background check. All HubSpot employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

·To help HubSpot deliver the Subscription Service, we engage Sub-Processors to assist with our data processing activities. A list of our Sub-Processors and our purpose for engaging them is located on our HubSpot Sub-Processors Page available at https://legal.hubspot.com/sub-processors-page, which is incorporated into this DPA.