·Legal Center

·HUBSPOT SOLUTIONS PARTNER PROGRAM AGREEMENT

·Last Modified: July 15, 2026

·HubSpot Solutions Partner Program Agreement

·[Want a pdf copy? Click here.]

·PLEASE READ THIS SOLUTIONS PARTNER PROGRAM AGREEMENT CAREFULLY.

·This is a contract between you (the Partner, addressed as Participant(s)) and us (HubSpot). 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.

·This document applies to your participation in our Solutions Partner Program (the "Program"). To participate in the Program, you must agree to these terms. By participating, you confirm your acceptance.

·We periodically update these terms. We reserve the right to replace these terms in their entirety if, for example, the Program ends, or becomes part of another partner program. If we update or replace the terms we will inform you via an in-app notification in your portal or by email. If you don't agree to the update or replacement, you can choose to terminate as we describe below. 1. Definitions 2. Non-Exclusivity 3. Partner Rights and Obligations 4. Qualified Transactions 5. Revenue Share and Payment 6. Training and Support 7. Optional Programs, Pilots, and Betas 8. Trademarks 9. Proprietary Rights 10. Confidentiality 11. Opt Out and Unsubscribing 12. Term and Termination

1313. Partner Representations and Warranties 14. Indemnification

1515. Disclaimers; Limitations of Liability 16. Non-Solicitation 17. General 1. DEFINITIONS

·"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

·"Agreement" means this HubSpot Solutions Partner Program Agreement and all materials referred or linked here.

·"Partner Beta Program" means a program, service, or a feature of a service, that is designated, labeled, described, or presented to you or the End User as beta, alpha, experimental, pilot, limited release, in development, developer preview, non-production, or evaluation, such that it is provided prior to general commercial release.

·"Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Whether or not marked or designated as confidential, Confidential Information shall include all information concerning: (a) Disclosing Party's customer and prospect information, including Customer Data and Customer Materials, as defined in the Customer Terms of Service (b) Disclosing Party's past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research and development materials. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

·"Customer Terms of Service" means those terms and conditions located at http://legal.hubspot.com/terms-of-service, as modified from time to time.

·"End User" means the authorized actual user of the HubSpot Products or the party on whose behalf you use the HubSpot Products.

·"End User Data" means all information that End User, or you acting on End User's behalf, submits or collects via the HubSpot Products and all materials that End User, or you acting on End User's behalf, provides or posts, uploads, inputs or submits for public display through the HubSpot Products.

·"Entry and Tiers Policy" means the then-current policy available at https://www.hubspot.com/2026-entry-and-tiers-policy-for-hubspot-solutions-partners, and is incorporated into this HubSpot Solutions Partner Program Agreement by this reference.

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

·"HubSpot Credits" are the flexible way you can access usage-based features within the Subscription Services, as further detailed in the Products & Services Catalog.

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

·"Legitimate Prospect" means a contact, tied to an individual, organization, or business entity, with whom you have established a demonstrable business relationship and who you are actively approaching and are engaging with in a pursuit of a sale. Legitimate Prospect's information must be gathered and provided to HubSpot in accordance with not only all applicable laws and regulations, but also with your own privacy policy, which must be made available to all prospects, Customers and HubSpot upon request.

·"List Price" means the standard pricing for the Subscription Service as listed at http://www.hubspot.com/pricing/. We reserve the right to change such pricing at any time.

·"Net Revenue" means the initial fee, any renewal fees, and any upgrade or downgrade fees that are actually paid to us by an End User or by Partner for an End User for the Subscription Service. Net Revenue shall: (i) be calculated net of any discounts, taxes payable and subsequent refunds not due to a contract breach by HubSpot, and (ii) shall exclude any fees for Other Products.

·"Other Products" means those products and services that we offer, which are not included in the Subscription Service. For the purposes of this Agreement, Other Products includes individual features, tools, and/or services such as HubSpot Payments, all of our legacy sales and marketing products, and any implementation, migration, customization, training, consulting, additional support or other professional services provided by HubSpot, or any third-party products or services. Other Products do not include HubSpot Credits which may be purchased to use those features.

·"Partner Eligibility Requirements" mean you 1) have purchased and maintain net minimum purchase amount of HubSpot's Subscription Service or other Product or Service, as determined by the HubSpot Solutions Partner Program OR you have purchased the Partner Program Membership; 2) have enrolled and completed Partner Onboarding (both as described, published and updated from time to time by HubSpot at https://legal.hubspot.com/hubspot-product-and-services-catalog); 3) have completed training and/or certification requirements outlined in the Program Policies; and 4) have met and continue to meet the ongoing participation requirements as set out in the Program Policies and the Entry and Tiers Policy, as updated from time to time, including the Sourced Point Minimum. For the purposes of this Agreement, the initial commitment to Subscription Service must be at minimum a twelve (12) month period to fulfill the Subscription Service requirement described in 1) above.

·"Partner Program Membership" means the mandatory membership required for participation in the Program. Membership is listed and priced as set out in our Product and Services Catalog and is subject further to the following terms:

• 1Term and Renewal: The Partner Program Membership has an initial term of twelve (12) months and will automatically renew for successive twelve (12) month periods unless cancelled by the Partner in writing at least thirty (30) days prior to the end of the end of the then current term;
• 2Mid-Term Restrictions: Changes to the Partner Program Membership, including cancellation or a Fee Waiver Request, may only be made prior to or at renewal;
• 3Non-refundable: In the event that Partner exits the Program, whether as a result of termination by HubSpot or voluntary withdrawal by the Partner, before the relevant Partner Program Membership contract term ends, the remaining months or the membership fee will not be refunded;
• 4Fee Waiver: The Partner Program Membership can be waived for Partners whose net HubSpot Subscription Service fees (after any agreed discounts) are equal to or exceed the minimum monthly requirement (or the local currency equivalent, the conversion rate to be determined by HubSpot). Partners may only request application of, or changes to, the fair waiver at initial purchase or renewal of their Partner Program Membership. It is the responsibility of the Partner to request the waiver. HubSpot will evaluate each waiver request in good faith in accordance with the program rules and requirements and the final decision on applicability of the waiver will be in HubSpot's sole discretion.

·"Program Code of Conduct" means the code of conduct applicable to you as a Partner which we have published at https://www.hubspot.com/partners/program-code-of-conduct. Program Code of Conduct includes the Program Events Code of Conduct, incorporated therein and published at https://www.hubspot.com/solutions-partner-program-event-code-of-conduct.

·"Program Policies" means the policies applicable to you which we have published at https://www.hubspot.com/partners/solutions-program-policies.

·"Program Rules of Engagement" means the rules applicable to how you work with our sales team, incorporated into the Program Policies, and herein by reference, hereinafter the "Rules". Rules are available at: https://www.hubspot.com/solutions-partner-resource-center/sales-rules.

·"Qualified Subscription Value" means the aggregate amount of Subscription Fees paid or payable to us by the customers attributable to you via Qualified Transactions and for which Revenue Share is paid or payable to you. This amount includes all Subscription Fees for Subscription Services including HubSpot Credits but excludes fees for Other Products, fees for renewals, Consulting Services and applicable taxes.

·"Qualified Transactions" means those transactions that are eligible for a Revenue Share pursuant to the "Qualified Transactions" section of this Agreement.

·"Revenue Share" means a percentage (%) of Net Revenue paid to us by an End User or Partner for a Qualified Transaction. The percentage % amount of Revenue Share is specified in the Program Policies. Revenue Share percentage and duration depends on a number of factors, including 1) the type of Qualified Transaction 2) timing of the Qualified Transaction; and 3) whether you are a Partner.

·"Shared Deal" means:

·a) a deal relating to a prospect, created or registered by you, and reviewed and accepted by HubSpot (in HubSpot's absolute discretion) in compliance with Section 4. b) the Creation and Acceptance of Shared Deals section requirements; or

·b) a deal relating to a prospect, created by HubSpot, which indicates you as assisting, and reviewed and accepted by you in compliance with Section 4, c), the HubSpot Shared Deal section; and, in each case, you must have a customer-approved proof of involvement (POI) confirmation link attached to a closed won Shared Deal for that Shared Deal to be accepted and become a Qualified Transaction.

·Only closed-won Shared Deals with appropriate POIs attached will be eligible for consideration with respect to Revenue Share and Sold Credit. No Revenue Share or credit will be granted retroactively on a deal that does not meet the definition herein.

·"Sourced Point Minimum" means the requirement for Partners to maintain a minimum number of sourced points in a trailing twelve (12) month period, as further described in the Entry and Tiers Policy for HubSpot Solutions Partners.

·"Subscription Service" means our web-based inbound marketing, sales, services, operations and content management software that is subscribed to, and developed, operated, and maintained by us, accessible via http://www.hubspot.com or another designated URL, and any add-on products that are included with such software, but excluding all Other Products. For avoidance of doubt, add-on products alone will not be considered Subscription Services.

·"Subsidiary" means any entity that is directly controlled by the Partner. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

·"Touchless Credit" means Revenue Share and/or Sold MRR tier credit related to a Touchless Purchase transaction.

·"Touchless Purchase" means a purchase of a HubSpot Subscription Service by an End User directly from HubSpot without Partner or HubSpot's sales team involvement.

·"Transition Period" means the period beginning February 25, 2026 and ending on August 15, 2026, in which Providers may apply to become a Solution Partner.

·"Upsell" means a transaction which allows a Partner to be eligible for Revenue Share and Sold MRR tier credit when upselling an existing HubSpot customer to a higher amount of MRR. Applicability and availability of upsell in any given instance is determined by us in our sole discretion. Upsell is generally only available where the End User contracts with HubSpot directly and where all parties involved in the transaction qualify, as determined by HubSpot.

·"User Permissions" means the authorization given to users within a HubSpot portal that enables them to access specific resources, such as data and applications.

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

·"You" and "Partner" means the party, other than HubSpot, entering into this Agreement and participating in the Program. 2. 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. 3. PARTNER RIGHTS AND OBLIGATIONS

·a. Partner Rights. We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to: (i) demonstrate and promote the HubSpot Products to your prospects and customers, and (ii) to provide End Users access to use the HubSpot Products in accordance with this Agreement and the Customer Terms of Service, provided that End Users agreed to the Customer Terms of Service. At our discretion, we will provide limited sales support to you (and your Subsidiaries), such as occasional participation on a call with you and a prospect. You may extend the right at this 'Partner Rights (i)' subsection to your Subsidiaries, provided that you ensure all such Subsidiaries comply with the terms of this Agreement, including but not limited to the Program Policies and the Program Code of Conduct. Any act or omission by a Subsidiary that would constitute a breach of this Agreement if performed by you will be deemed a breach by you. You will be liable for any and all actions taken by your Subsidiaries in connection with this Agreement. The Partner Program Membership includes the benefits described in the Entry and Tiers Policy, as updated from time to time. HubSpot reserves the right to modify, add, or remove membership benefits at its discretion.

·b. Compliance with Program Policies and the Program Code of Conduct. You will comply, and your relevant employees, representatives, consultants, contractors or agents comply, with the terms and conditions of this Agreement at all times, including the Program Policies applicable to you and the Program Code of Conduct which are incorporated herein by reference. Specifically, if you are participating in the Program as a Partner, the Program Policies will include requirements that a Partner must complete in order to qualify for a certain partner tier and may also include further details regarding the requirement for the Partner to purchase certain products or services to participate in the Program as a Partner. Failure to comply with the Program Policies, the Program Code of Conduct and the therein incorporated Events Code of Conduct may result in termination of this Agreement in accordance with the "Termination" section of this Agreement or in accordance with any other termination or suspension right we may have.

·c. Service Limits. You will respect the limits that apply to your use of the HubSpot Products as specified at http://www.hubspot.com/pricing/service-limits (the "Service Limits"). We may update or change these Service Limits, so we encourage you to review this page periodically.

·d. APIs. If you use our Application Programming Interfaces (APIs), developer tools, or associated software, you will comply with our API Terms at http://legal.hubspot.com/api-terms, which are incorporated herein by reference.

·e. Additional Terms of Use. If you use the HubSpot Solutions Directory (as defined in the HubSpot Directory Terms of Use), you agree to comply with the HubSpot Directory Terms of Use available at http://legal.hubspot.com/directory-tou. If you use the HubSpot Community (as defined in the HubSpot Community Terms of Use), you agree to comply with the HubSpot Community Terms of Use available at http://legal.hubspot.com/community-tou. 4. QUALIFIED TRANSACTIONS

·a. Transaction Eligibility Requirements. To be eligible to receive Revenue Share for a Qualified Transaction, that transaction must be: (i) a valid closed-won Shared Deal; or (ii) a Touchless Purchase on a product line on which you hold the most recent closed-won Shared Deal, provided such closed-won Shared Deal and Touchless Purchase occurs within twelve (12) months of the initial product line sale and subject to the provisions set out in the Rules. You are not eligible to receive a Revenue Share or any other compensation from us based on transactions for Other Products or based on transactions for any Starter-level Subscription Service alone. Any Starter-level Subscription Service must be paired with either Professional or Enterprise-level Subscription Service to be eligible and considered a Qualified Transaction. You are also not eligible to receive a Revenue Share or any other compensation 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 End User objects to or prohibits such compensation or excludes such compensation from its payments to us or our Affiliates; (iii) we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us with respect to a given transaction; (iv) the End User has paid or will pay such commissions, referral fees, or other compensation directly to you; (v) the End User participates in this Program, or (vi) for any transactions with End User that precede in time to you becoming a Partner in this Program under this Agreement.

·Once a Shared Deal becomes a Qualified Transaction, other Partners can sell additional Subscription Services to that Customer. In competitive situations with other Partners, during the Shared Deal stage, the Partner who secures the customer-approved proof of involvement (POI) confirmation link will generally convert the Shared Deal into a Qualified Transaction for their benefit (as determined by us in our sole discretion).

·We may terminate this Agreement and/or discontinue Revenue Share payment(s) should you fail to meet any of the eligibility criteria set forth in this Agreement or as outlined in the Program Policies at any time.

·b. Creation and Acceptance of Shared Deals.

·(i) To create a valid Shared Deal you must create a deal via deal registration that is tied to a Legitimate Prospect using the Partner Toolset we provide through your HubSpot portal (or through a website as we may designate). The acceptance or rejection of the deal in this process is at the discretion of HubSpot and will be determined prior to the close of the relevant deal. (ii) At the time of purchase, we will, at our reasonable discretion, accept an order pursuant to a registered Shared Deal and provision the Subscription Service for the End User in order to complete a Qualified Transaction. We generally will accept a deal where the prospect, in our reasonable determination: (1) is a new potential customer of ours, or an existing customer in a qualified upsell or cross-sell scenario (as per the Rules); (2) is not your Affiliate; and (3) is a Legitimate Prospect whose contact information is valid and appears to be properly obtained.

·(iii) Net Upsell: Partners will receive Revenue Share on the net Upsell MRR of any product line Upsell in accordance with the Rules.

·(iv) Downgrades: All partners who sell into the same product line will see their Revenue Share reduced pro rata (by the same percent as MRR sold into line) in the event of a product line MRR downgrade.

·(v) Edition Tier Upgrades: Tier upgrades (Starter to Professional or Enterprise) will be eligible for Revenue Share on the "net" Upsell amount, awarded to the Upselling partner.

·(vi) Legacy: Partners will continue to receive legacy Revenue Share on legacy product lines as long as the partner continues to manage the customer, reviewed on a quarterly basis in line with our Legacy Revenue Share Policy. These product lines are available for Upsell by other partners (who will not receive legacy Revenue Share on that customer account). If the original partner who is managing their legacy customer and is receiving lifetime commission on that account Upsells the account, their Revenue Share will continue and will include the "net" upgrade value (in addition to existing legacy Revenue Share). For clarity, any and all lifetime legacy revenue share ties will end once the original partner stops managing and receiving managing credit for the relevant customer.

·(vii) Previous Transaction: Upsell transactions on a product line before the Last Modified date of this HSPPA will not be considered a Qualified Transaction (i.e. will not be eligible for Revenue Share).

·c. HubSpot Shared Deal. We may choose to introduce you to, or send you information on, a prospect of ours when we identify that such prospect may have a need for the services you offer (each, a "HubSpot Shared Deal"). We can do the same for other partners of ours, even if it is for the same HubSpot Shared Deal. You may use the information about the HubSpot Shared Deal provided only to market and sell your services to them and not for any other purpose (unless the HubSpot Shared Deal prospect otherwise consents). Immediately upon our or the HubSpot Shared Deal prospect's request, you will promptly discontinue all use of and delete the HubSpot Shared Deal prospect's information. HubSpot Shared Deals are considered our Confidential Information and shall be treated in accordance with the 'Confidentiality' section below. You may be eligible to earn managed or sold credit based on your engagement with a HubSpot Shared Deal prospect in accordance with the Rules. You must have a customer-approved proof of involvement (POI) confirmation link attached to the HubSpot Shared Deal for such sold credit.

·d. Engagement with Prospects and End Users. We may engage with a Legitimate Prospect submitted to us by you or any End User directly, as we see fit including for the following reasons (i) to complete the subscription process, (ii) to fulfil or enforce our obligations under an agreement with such prospect, (iii) to provide support, (iv) to conduct our standard marketing and sales activities with prospects; (v) in connection with any Optional Programs, or (vi) as otherwise permitted by this Agreement. If and when we do engage, we may choose how to engage with each prospect and may request that you collaborate with us in the engagement. Upon our request, you will provide us with the name and contact information of the Legitimate Prospect and facilitate an introduction. If we request, you will facilitate our participation on calls with you and various End User(s). We may request to participate on these calls in an effort to help to ensure the quality of your service delivery and for the purposes of managing the Program. In a resulting Qualified Transaction, (i) the End User will contract directly with us for provision of the HubSpot Products, or (ii) you will place order(s) and contract with HubSpot in your own capacity for the HubSpot Products with us, specifying the terms of the HubSpot Products ordered and providing information about the End User as we may request. Option (ii) herein is not possible if an End User already has an existing contractual relationship with HubSpot directly or with another Partner. In any situation where you elect to contract in your own capacity for the End User's Subscription, you must contract for all of the End User's HubSpot Products, otherwise such arrangement is not permitted under these terms. In the case of (ii) herein, where possible, you may sell the HubSpot Products to End Users at a price determined solely by you, and you will ensure that your agreement with the End User incorporates our Customer Terms of Service, and all terms incorporated therein, or contains those provisions set forth in our Customer Terms of Service. If you purchase on behalf of an End User, you agree to be responsible for the order placed and to guarantee payment of all fees. Additionally, Subscription Service may be used only for the End User for which it was originally purchased. It may not be shared and may not be repurposed for or reassigned to any alternate End Users without our prior written consent. Log-in information may never be shared between individuals. Regardless of the method of purchase and which party is the contracting entity as established by the order, we require each End User to agree to the Customer Terms of Service when using the portal. You will take all reasonable steps to ensure that End Users do not use the HubSpot Products in violation of the Customer Terms of Service. If you discover or have reason to believe that any End User is making use of the HubSpot Products in violation of the Customer Terms of Service, then you will immediately notify us in writing. 5. REVENUE SHARE AND PAYMENT

·a. Requirements for Payment; Forfeiture. In order to receive payment under this Agreement, you must have: (i) agreed to and complied with the terms of this Agreement; (ii) provided us with all of your account information, including your bank information for payment; and (iii) submitted to us all the necessary and valid tax documents, including VAT invoices where necessary, and the documents have been approved. Please see the Program Policies for the applicable list of documents that need to be submitted to us and the required method of delivery. In order for you to receive the Revenue Share you must have submitted the required documentation set out in this section no later than thirty (30) days after the end of any given fiscal quarter. If we have not received such documentation within this timeframe, we will not process the Revenue Share payment until the next fiscal quarter payment date for applicable Qualified Transactions.

·All payments by HubSpot will be made by bank transfer and it is your responsibility to ensure that you have provided us with the most up-to-date and correct bank information to facilitate the transfer. We will not issue payment by any other means. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) if any of the requirements set forth in this section, Section 5. a., remain outstanding for six (6) months immediately following the close of a Qualified Transaction, or (ii) we have attempted to pay you a Revenue Share for a Qualified Transaction by bank transfer, and the attempt was unsuccessful (as confirmed by bank notice), to no fault of our own; and (iii) we reached out to either the Primary Contact, Billing Contact or Decision Maker Contact on your account (all of which you can update in app) to obtain the necessary information and have not received a response; and (iv) six (6) months has passed since the date of the initial, failed bank transfer described herein, then your right to receive Revenue Share arising from any and all Qualified Transactions(s) with the associated End User will be forever forfeited (each, a "Forfeited Transaction"). We will have no obligation to pay you Revenue Share associated with a Forfeited Transaction.

·b. Revenue Share Payment. We, or one of our Affiliates, will pay the Revenue Share amount due to you within forty-five (45) days after the end of each fiscal quarter in an amount equal to the Net Revenue we recognize as revenue from Qualified Transactions during such quarter, multiplied by the Revenue Share percentage. For example, pre-payment in full by an End User for an annual commitment will be recognized by us as revenue quarterly on a pro-rata basis for the length of time the Subscription Service was provided during each quarter during the annual term, and you will receive the Revenue Share on that same quarterly pro-rata basis. We will determine the currency in which we pay the Revenue Share, as well as the applicable conversion rate. The currency in which we pay Revenue Share may be different from the currency that applies to the Qualified Transaction. We will not pay more than one Revenue Share or other similar referral fee on any given partner sale (unless we choose to in our discretion). We may withhold the Revenue Share payment until the Revenue Share amount that we owe you is above $100 USD.

·c. Taxes. You are responsible for payment of all taxes applicable to Revenue Share and payments made by HubSpot to you. You will be assessed sales tax unless you provide us with a valid reseller certificate that indicates tax should not be applied to the Revenue Share amount. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

·d. Payment Obligations. In the event you placed the order and contracted with us directly for an End User, for payments made by credit card, you will provide us with your valid and updated credit card information or bank account information for the payment of HubSpot Products fees. You authorize us and our Affiliates to charge your credit card or bank account for all fees payable. You also authorize us and our Affiliates to use a third party to process payments, and consent to the disclosure of your payment information to such third party. For payments made by invoice, all amounts invoiced are due and payable within thirty (30) days from the date of the invoice. In the event you placed the order with us for an End User, if you do not pay fees due for an End User's account within ten (10) days after notice of non-payment from us or our Affiliate, we may suspend the HubSpot Products while any payment is delinquent and may charge a re-activation fee to reinstate any HubSpot Products. We may also terminate or suspend the End User's access to the HubSpot Products and/or to initiate direct communication with the End User. Notwithstanding termination of this Agreement, you remain obligated to pay all fees due for our provision of the HubSpot Products to End Users in connection with an order placed with us by you for an End User. If you placed the order with us for an End User and/or contracted with us on their behalf, you will have sole responsibility for invoicing and collecting fees for the HubSpot Products from the End User. Your obligation to pay fees to us is not conditioned upon your receipt of payment from the End User. 6. TRAINING AND SUPPORT

·a. Training and Support. We will make available to you, without charge, various webinars and other resources made available as part of our Program. We will also make available to you a Partner Toolset, accessible through your HubSpot portal. We may change or discontinue any or all parts of the Partner Toolset, and any other Program benefits or offerings at any time without notice. Any data submitted to us via the Partner Toolset will be stored in HubSpot's US Data Center.

·b. End User Training and Support. We may require End Users to go through and/or purchase our standard HubSpot on-boarding. We will provide user training purchased by an End User as set forth in a mutually agreed upon order between the End User and HubSpot. We may communicate directly with any End User about use of the HubSpot Products and any support issues experienced.

·c. HubSpot Demo Account. If we make a HubSpot Demo Account available to you, then you will use the HubSpot Demo Account solely for your own education, demonstration and evaluation purposes. You are not permitted to use it for any other purpose. You will not lease, distribute, license, sell or otherwise commercially exploit the HubSpot Demo Account. You will not use any End User data or Customer Data (as defined in the Customer Terms of Service) with the HubSpot Demo Account. You can only use your own data (data and information that you specifically own) or the synthetic data provided to you for demonstration purposes by HubSpot. You will not exceed the contact limits provided for you in the HubSpot Demo Account and will utilize a reasonable number of objects in your use of the HubSpot Demo Account. The Customer Terms of Service apply to your use of the HubSpot Demo Account. As indicated in the Customer Terms of Service, you will comply with our Acceptable Use Policy at http://legal.hubspot.com/acceptable-use with respect to your use of the HubSpot Demo Account. We reserve the right to suspend, modify, or discontinue any or all part of the HubSpot Demo Account at any time without prior notice to you. In the event of a conflict between the terms that apply to the HubSpot Demo Account as specified in this Agreement and the Customer Terms of Service, the terms of this Agreement shall control. 7. OPTIONAL PROGRAMS, PILOTS, AND BETAS

·a. Optional Programs. We may from time to time offer you limited duration incentives, optional tools, benefits, testing programs, Partner Beta Program, or partner promotions (the "Optional Programs"). If you choose to use any Optional Programs, you grant us all rights and permissions to take all actions reasonably necessary to effectuate the purpose of the Optional Programs. If the Optional Programs include our making certain promotions available to our partners, you will: (i) market and promote the promotion only to your registered and valid prospects, (ii) only market and promote the promotion individually within a distinct sales process, and not engage in any form of mass marketing of the promotion, and (iii) will follow all the other terms and criteria applicable to that specific promotion as we designate.

·We may terminate, modify, or discontinue all or a portion of any Optional Programs at any time.

·b. Partner Program Specific Terms. Additional terms may apply to your participation in Optional Programs. We will make any additional terms available to you for your review at the time of the offer to participate in such Optional Programs, which form part of the Agreement, and are available at https://legal.hubspot.com/partner-program-specific-terms.

·If you participate in a Partner Beta Program, the HubSpot Beta Terms at https://legal.hubspot.com/hubspot-beta-terms will also apply.

·c. Optional Program Restrictions. Unless specifically provided written permission from HubSpot to the contrary, Partners may not commercialize Optional Programs such as optional tools or benefits. You are prohibited from selling or reselling such Optional Programs or any specific use thereof. The Optional Programs are intended solely to assist you in your work and the performance of your services with HubSpot and HubSpot Customers.

·d. Optional Program Compliance. You agree to comply, and, to the extent applicable, shall ensure that Customers comply with any applicable terms and conditions of third-party platforms or software that a relevant Optional Program is used in conjunction with. Additionally, you agree to comply with this Agreement and all relevant foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders that are applicable to the use of an Optional Program.

·e. Optional Program Payments. We will determine the currency in which we pay any amounts connected to Optional Programs, as well as the applicable conversion rate. Participating Partners acknowledge and agree that international payments may be subject to delays due to various factors beyond the control of HubSpot. HubSpot shall not be held liable for any delays in the transfer of funds resulting from such factors. Partners are advised to plan accordingly and allow for potential delays when scheduling the use of the funds. Partners are responsible for payment of all taxes applicable to payments under this Agreement. 8. TRADEMARKS

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

·We retain all ownership rights in HubSpot Trademarks. During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section and the incorporated guidelines. You must: (i) only use the images of our trademarks that we make available to you as part of your participation in this Program (e.g., certified partner badges), without altering them in any way; (ii) only use our trademarks in connection with the Program and this Agreement; (iii) comply with this Agreement, the Partner Promotion Guidelines found here: https://www.hubspot.com/partners/promotion-guidelines, and our general Trademark Usage Guidelines found here: https://legal.hubspot.com/tm-usage-guidelines; and (iv) immediately comply if we request that you discontinue use.

·You must not use any of our trademarks: (a) in a misleading or disparaging way; (b) outside the scope of the Program or this Agreement; (c) in a way that implies we endorse, sponsor or approve of your services or products; or (d) in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. 9. PROPRIETARY RIGHTS

·a. HubSpot'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. 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 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 or attribution to you.

·b. End User's Proprietary Rights. As between you and End User, End User retains the right to access and use the End User portal associated with the HubSpot Products regardless of whether you placed the order with us for an End User or made or make payments for an End User. End User will own and retain all rights to the End User Data. If we deem it to be necessary based on the relationship status between you and the End User or the particular situation, we may communicate directly with the End User and/or may port ownership of the portal associated with the HubSpot Products to the End User.

·c. User Participation Disclosure. Please note that any End User portal may have more than one Partner involved in their use of the HubSpot Products. All information and data about you in the End User portal may be visible to all users of the End User portal, and will not be considered Confidential Information between you and other users of the portal. It is the End User's responsibility to set the User Permissions to control the access and visibility of all information and data in the End User portal. 10. CONFIDENTIALITY

·a. Confidential Information Obligations. 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 those of its employees, contractors, agents, and Subsidiaries who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.b. Confidential Information Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) 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, Partner and its officers, directors, employees, and agents (collectively, "Partner Representative(s)") may be exposed to material, non-public information about HubSpot under federal or state securities laws. Partner Representatives understand that they may be found to be in violation of applicable laws if they take advantage of such information. If Partner Representatives are exposed to such material, nonpublic information, Partner 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 Partner 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. Please contact our Corporate Team at corporate-legal@hubspot.com if you have any questions regarding compliance with this section. 11. OPT OUT AND UNSUBSCRIBING

·You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests, including without limitation such requests from your prospects or requests related to HubSpot Shared Deals. For the duration of this Agreement, you will establish and maintain a privacy policy that is compliant with all laws and regulations applicable to you in the regions you operate in and you shall establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests. 12. TERM AND TERMINATION

·a. Term. This Agreement will apply for as long as you participate in the Program and fulfill all the participation requirements, until terminated.

·b. Termination Without Cause. Both you and we may terminate this Agreement on thirty (30) days written notice to the other party.

·c. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement without cause 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.

·If you continue to participate in the program and we receive no notice as per this Section, we will consider any and all changes accepted by you fifteen (15) days after we send you notice of the change.

·d. Termination for Cause. We may terminate this Agreement and/or suspend your or the End User's access to the HubSpot Products: (i) upon thirty (30) days' notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) automatically, within thirty (30) days of you failing to meet the Program requirements applicable to you in your capacity as the Partner; (iii) 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, (iv) 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, (v) immediately, if you or your End User(s) breach the Customer Terms of Service, including if you default on your payment obligations to us or our Affiliate, or violate any applicable local, state, federal, or foreign laws or regulations, (vi) immediately, if you breach your confidentiality obligations under this Agreement or infringe or misappropriate HubSpot's intellectual property rights, or (vii) 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.

·e. Effects of Termination. Termination of this Agreement for any reason does not terminate your Subscription Service, Subscription Service(s) you may have purchased on an End User's behalf, or any other End User subscription agreement. Your purchase and use of the Subscription Services is governed by the Customer Terms of Service.

·Otherwise, termination of this Agreement: (i) without cause by us, (ii) by you with cause, shall not affect our obligation to pay you Revenue Share earned up to the effective date of termination, so long as the related payment by the End User is recognized by us within thirty (30) days of the date of such termination. If you are a Partner you will receive one (1) last payment of Revenue Share after completion of the quarter in which the Agreement is terminated and the related payment by the End User is recognized. In the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Revenue Share will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Revenue Share prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Revenue Share after termination of this Agreement.

·Upon termination, you will discontinue all use of and delete all HubSpot leads and shared leads if we provided them to you and you do not otherwise have consent from the applicable HubSpot Lead or Shared Lead to continue use of their data and information. Upon termination, a prospect is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

·Upon termination, you will immediately discontinue all use of our trademarks, and will remove all HubSpot badges and references to this Program from your website(s) and other collateral.

1313. PARTNER REPRESENTATIONS AND WARRANTIES

·You represent and warrant that: (i) you have all sufficient rights and permissions to provide the prospect data to us for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this 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 Participant Marks. 14. INDEMNIFICATION

·a. Partner 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 Program, (b) our use of the prospect or lead data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of or participation in the Optional Programs, (e) your use of the HubSpot Demo Account, (f) our use of the Participant Marks, and (g) any act or omission by your Subsidiaries. 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.

·b. HubSpot Indemnification Requirement. If your total Qualified Subscription Value during the twelve (12) month period preceding the date of the event giving rise to a claim is equal to or exceeds one hundred and twenty five thousand U.S. dollars (USD $125,000), then the HubSpot Indemnity section below (Section 14. c.) applies to you.

·c. HubSpot Indemnification. Provided you have fulfilled the HubSpot Indemnification Requirement, we will indemnify, defend and hold you harmless, at our expense, against any Action brought against you (and your officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with you to the extent that such Action is based upon or arises out of (1) an allegation that the Subscription Service infringes a valid patent in a member state of the Patent Cooperation Treaty, registered trademark, or registered copyright ("IP Indemnification"), or (2) our breach of our confidentiality obligations ("Confidentiality Indemnification").

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

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

·Notwithstanding the foregoing, in the event of such a claim, or if we believe that such a claim is likely, we may, at our sole option and expense: (a) modify the Subscription Service or provide you and your End Users with substitute Subscription Service that is non-infringing; or (b) obtain a license or permission for you and your End Users to continue to use the Subscription Service, at no additional cost to you; or (c) if neither (a) nor (b) is, in our judgment, commercially practicable, terminate your or your End Users' access to the Subscription Service (or to a portion of the Subscription Service as necessary to resolve the claimed infringement) and refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the 'Effect of Termination' provision of this Agreement. THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.

·If, during the twelve month period preceding the event giving rise to a claim, your total Qualified Subscription Value is below one hundred and twenty five thousand US Dollars (USD $125,000), then this section will not apply.

1515. DISCLAIMERS; LIMITATIONS OF LIABILITY

·a. Disclaimer of Warranties. EXCEPT AS SET FORTH IN THE 'PERFORMANCE WARRANTY' SECTION OF THE CUSTOMER TERMS OF SERVICE, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF HUBSPOT PRODUCTS, DATA SYNCHED TO OR MADE AVAILABLE FROM THE HUBSPOT PRODUCTS, HUBSPOT CONTENT, SOLUTIONS PARTNER PROGRAM, OPTIONAL PROGRAMS, HUBSPOT DEMO ACCOUNT OR CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE HUBSPOT DEMO ACCOUNT MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE HUBSPOT PRODUCTS, HUBSPOT CONTENT, THE PROGRAM, THE OPTIONAL PROGRAMS, AND HUBSPOT DEMO ACCOUNT 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, HUBSPOT CONTENT, THE PROGRAM, THE OPTIONAL PROGRAMS, AND HUBSPOT DEMO ACCOUNT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

·b. No Indirect Damages. EXCEPT FOR YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE "CONFIDENTIALITY" SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, 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.

·c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL REVENUE SHARE AMOUNTS YOU HAVE ACTUALLY EARNED IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

·d. HubSpot Demo Account and Optional Programs. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE HUBSPOT DEMO ACCOUNT AND THE OPTIONAL PROGRAMS THAT YOU USE. WE DO NOT PROMISE TO MAKE THE HUBSPOT DEMO ACCOUNT OR OPTIONAL PROGRAMS AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION. 16. NON-SOLICITATION

·You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement. Both you and we acknowledge that (i) any public job posting or public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors. 17. GENERAL

·a. Amendment; 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 posted at https://legal.hubspot.com/solutions-partner-program-agreement (or other designated URL) and we will let you know of the change through an in-app notification in your portal or by email. The updated Agreement is effective on the date it is posted, as signified on the "Last Modified" date at the top of this page. 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.

·b. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA 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.

·c. 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.

·d. Actions Permitted. Except for actions for nonpayment or breach of a party's proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

·e. 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.

·f. Compliance 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, privacy regulations 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.

·g. Data Processing. To the extent that any Personal Data is processed in connection with the Program the terms set forth in the HubSpot Business Partner Data Processing Agreement, posted at: https://legal.hubspot.com/business-partner-dpa, which is hereby incorporated by reference, shall apply.

·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 your HubSpot portal account information. We may give electronic notices by general notice through an in-app notification in your portal and may give electronic notices specific to you by email to your email address(es) that we have 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. You must keep all of your account information with HubSpot current.

·j. Entire Agreement. This Agreement is the entire agreement between us for the Program and supersedes all other proposals and agreements (including all prior versions of this Agreement), 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.

·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 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. The Partner must provide HubSpot with written notice of any proposed merger, reorganisation, sale of all or substantially all of its assets, change of control, or assignment of this Agreement, by sending such notice to partner-operations@hubspot.com. Such notice must be provided at least thirty (30) days prior to the effective date of the proposed transaction and must include reasonable details regarding the nature of the transaction. Provided proper notice is received and consent is granted, HubSpot, in its discretion, may make reasonable systemic and operational accommodations to support the changes initiated by the Partner and connected to this 'Assignment' section. HubSpot makes no warranties, express or implied, as to the timing of implementation of these changes.

·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. Program Policies and Code of Conduct. Your participation in the Program is subject to the Program Policies and the Program Code of Conduct, which are incorporated herein by reference. We may change either from time to time. The Program Policies can be found here: https://www.hubspot.com/partners/solutions-program-policies, and the Program Code of Conduct can be found here: https://www.hubspot.com/partners/program-code-of-conduct. We encourage you to review these periodically.

·n. 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, our trademarks, or any other property or right of ours.

·o. Sales 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.

·p. 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.

·q. Survival. The following sections shall survive the termination of this Agreement: 'Revenue Share and Payment', 'Proprietary Rights', 'Confidentiality', 'Effects of Termination', 'Indemnification', 'Disclaimers; Limitation of Liability', 'Non-Solicitation' and 'General'.

·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.