·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 CUSTOMER TERMS OF SERVICE

·Last Modified: September 16, 2026

·HubSpot Customer Terms of Service

·[Want a pdf copy? Click here.]

·PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

·Our Customer Terms of Service is a contract that governs our customers' use of the HubSpot services. It consists of the following documents:

• ·General Terms: These contain the core legal and commercial terms that apply to your use of our products and services. Any references to Master Terms means these General Terms.
• ·Product Specific Terms: These include any additional terms that apply to your use of each of our product offerings, our consulting and other services, and third-party services.
• ·Data Processing Agreement (DPA): This explains how we process your data and includes the EU Standard Contractual Clauses.
• ·Acceptable Use Policy (AUP): This is the rulebook setting out what you can and can't do while using our products and services.
• ·Your Order Form is the HubSpot-approved form created following your purchase of one of our products or services through our online payment process or via in-app purchase. It contains all of the details about your purchase, including your subscription term, products and services purchased and your fees. You'll find your Order Form(s) in the Accounts and Billing section of your HubSpot account.

·HubSpot Terms Tip: You can learn more about how to locate your Order Form, invoices and receipts at the "View, download, and pay your HubSpot invoice" knowledge base article.

·We've aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily "legalese". By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms.

·We update these terms from time to time. If you have an active HubSpot subscription, we will let you know when we update the terms via in-app notification or by email (if you subscribe to receive email updates). You can find archived versions of the General Terms, Product Specific Terms, and DPA in our archives at https://legal.hubspot.com/archive.

·General Terms

·Last modified September 16, 2026 1. Definitions 2. Use of Services 3. Fees 4. Term & Termination 5. Customer Data 6. Intellectual Property 7. Confidentiality 8. Publicity 9. Indemnification

1010. Disclaimers; Limitation of Liability 11. Governing Law and Jurisdiction 12. Miscellaneous Appendix: Jurisdiction Specific Terms

AppendixAppendix: U.S. Government Customer Additional Terms 1. DEFINITIONS

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

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

·"Agreement" or "Customer Terms of Service" means these General Terms and all materials referred or linked to in here, unless otherwise stated. Throughout this Agreement, we link to knowledge base articles to help facilitate your use of our products and services and manage your HubSpot account; however, these knowledge base articles are for your information only, and they are not incorporated into this Agreement.

·"Authorized Payment Method" means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.

·"Beta Service" means a program, service, or a feature of a service, that is designated, labeled, described, or presented to you or the 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.

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

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

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

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

·"Customer Data" means all information that you submit or collect via the Subscription Service. Customer Data does not include HubSpot Content.

·"Customer Materials" means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.

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

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

·"Free Services" means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.

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

·"Jurisdiction-Specific Terms" means the additional terms that apply to your subscription, depending on your location. These terms form part of the Agreement and are available in the Jurisdiction Specific Terms Appendix included in this Agreement.

·"Order" or "Order Form" means the HubSpot-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Your Order Form is incorporated into the Agreement.

·"Overages" means the additional fees incurred on a Pay-as-You-Go basis when you exceed your HubSpot Credits Limit.

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

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

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

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

·"Subscription Fee" means the amount you pay for the Subscription Service.

·"Subscription Service" means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://hubspot.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you, unless otherwise specified in our Product Specific Terms.

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

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

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

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

·"HubSpot," "we," "us," or "our" means the applicable contracting entity as specified in the 'Contracting Entity and Applicable Law' section.

·"You," "your," or "Customer" means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase. 2. USE OF SERVICES

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

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

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

2.22.2 Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your HubSpot account (if this option is made available by us). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your HubSpot account.

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

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

2.52.5 Downgrades. You are not permitted to downgrade your Subscription Service during your Current Term. You may downgrade your Subscription Services at your next renewal date upon completion of a new Order Form.

2.62.6 Modifications. We may modify the Subscription Service during the Subscription Term, including by adding or removing features, functions, Limits, or Add-Ons that apply to your subscription. Any modifications we make will not materially degrade the overall functionality of the Subscription Service during the Current Term to which you subscribe except as follows:

·(i) modifications to Free Services;

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

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

·(iv) modifications to any Beta Services.

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

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

2.82.8 Acceptable Use. You will comply with our Acceptable Use Policy at http://legal.hubspot.com/acceptable-use ("AUP").

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

2.9.12.9.1 Use Restrictions. You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.

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

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

2.112.11 Customer Responsibilities. To realize the full value of the Subscription Service and Consulting Services, your participation and effort are needed. Resources that may be required from you include a project manager, one or more content creators, a sales sponsor, an executive sponsor and a technical resource (or equivalent). Responsibilities that may be required include planning of marketing programs; setting of a content creation calendar; creating blog posts, social media content, Calls-To-Action (CTAs), downloads, emails, nurturing content, and other materials; acting as internal liaison between sales and marketing; providing top level internal goals for the use of the Subscription Service; attending regular success review meetings; and supporting the integration of the Subscription Service with other sales and marketing systems.

2.122.12 Free Trial. If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.

2.132.13 Legacy Products. If you have a legacy Subscription Service, some of the features and Limits that apply to that product may be different than those that appear in these General Terms, Product Specific Terms and/or the Product and Services Catalog. If you have legacy Subscription Services, we may choose to move you to our then-current products at any time. If you determine that you are using a legacy product and would like to upgrade to a current-version, you must execute a new Order. 3. FEES

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

·HubSpot Terms Tip: You can learn more about how to configure your account to manage HubSpot Credits and feature Limits in the "Understand HubSpot Credits and billing" knowledge base article.

3.23.2 Fee Adjustments at Renewal. Upon renewal, we may increase your Subscription Fees up to our then-current list price set out in our Product and Services Catalog. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next Renewal Term. If you do not agree to this increase, you can choose to terminate your subscription at the end of your Current Term by giving the notice required in the 'Notice of Non-Renewal' section below. Please review the Product Specific Terms for information on features available in Revenue Hub and other Subscription Services that have different fee adjustment notice requirements.

3.33.3 Payment of Fees. If you are paying by credit card, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

3.3.13.3.1 Authorized Payment Method. We may refuse your existing Authorized Payment Method (for example, if we have information indicative of fraud associated with the payment method) and require you to add a new payment method as your Authorized Payment Method.

3.3.23.3.2 Billing. In the event of a failed attempt to charge your Authorized Payment Method (for example, if your Authorized Payment Method has expired or is no longer valid), we reserve the right, and you authorize us, to retry billing your Authorized Payment Method. If you update your Authorized Payment Method to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your Authorized Payment Method through our payment service providers and automatically resume billing. We may suspend your access in accordance with the 'Suspension' section or terminate your account in accordance with the 'Termination for Cause' section if we remain unable to successfully charge a valid Authorized Payment Method.

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

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

3.53.5 Company and Payment Information. You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your Authorized Payment Method and billing information up to date for the payment of incurred and recurring fees, including your tax information.

·Changes may be made on your Billing Page within your HubSpot account. You authorize HubSpot to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a HubSpot Solutions Partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.

3.63.6 Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You will have no liability for any taxes based upon our gross revenues or net income. At our request, you will provide us with your tax identification information under which you are registered in your registered state; missing this information may impact our ability to service your account, including issuing refunds or credits for applicable taxes.

·If you are located in the European Union, the United Kingdom, or Switzerland, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. If you do not provide us with a country specific tax number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST and HST.

3.73.7 Withholding Tax. If you are required to deduct or withhold tax from payment of your HubSpot invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the "Deduction Amount").

·You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment. 4. TERM AND TERMINATION

4.14.1 Term and Renewal. Your Initial Term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the same duration as your prior term or one year. Except as specifically provided for in this Agreement, you may not cancel your subscription prior to the end of your Current Term, and we will not provide any refunds of prepaid fees or unused Subscription Fees through the end of your Current Term.

4.24.2 Notice of Non-Renewal. You may choose to cancel your subscription at the end of the Current Term by providing notice as specified in this section. Unless otherwise specified in this Agreement or your Order, if you decide that you do not want your subscription to automatically renew, you must turn off the auto-renewal setting in the Account & Billing section of your HubSpot account prior to the end of your Current Term. If you do not turn off the auto-renewal setting in the Account & Billing section of your HubSpot account, your Subscription will renew automatically.

·HubSpot Terms Tip: You can learn more about turning off auto-renew and canceling your subscription by following the steps in this knowledge base article, "Cancel your subscription and delete your HubSpot account", as applicable.

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

·We may also terminate this Agreement for cause on thirty (30) days' notice 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. 4.4 Suspension

4.4.14.4.1 Suspension for Prohibited Acts. We may suspend any User's access to any or all Subscription Services without notice for:

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

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

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

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

·HubSpot Terms Tip: You can find details about HubSpot and the European Union Digital Services Act of 2024 at https://legal.hubspot.com/digital-services-act which is not incorporated into this Agreement and provided for your information only.

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

4.4.34.4.3 Suspension for Present Harm. HubSpot may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service if your website, or use of, the Subscription Service:

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

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

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

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

·(v) is causing harm to us or others.

·We will make commercially reasonable efforts to limit the suspension to the affected portion of the Subscription Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, 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.

4.4.44.4.4 Suspension and Termination of Free Services. We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

4.54.5 Effect of Termination or Expiration. If your paid subscription is terminated or expires, we will continue to make available to you our Free Services provided however, this may not be the case if your Agreement was terminated for cause.

·You will continue to be subject to this Agreement for as long as you have access to a HubSpot account.

·Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and HubSpot Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. For the avoidance of doubt, this refund does not include any fees owed from your use of HubSpot Payments, which is separately governed under the HubSpot Payments Terms of Use. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due. Fees are otherwise non-refundable. 5. CUSTOMER DATA

5.15.1 Customer's Proprietary Rights. You own and retain all rights to the Customer Materials and Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data as necessary to provide the Subscription Service and Consulting Services to you, as permitted by this Agreement, and as permitted by applicable law. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

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

5.35.3 Data Practices.

5.3.15.3.1 Machine Learning and AI. We may use Customer Data to develop, support, and improve HubSpot AI features and functionality. We may also use Customer Data to train our AI models in compliance with our obligations under the Agreement. You may opt out of having your Customer Data used for this purpose by updating your settings in your HubSpot account. If you opt out, we will no longer collect Customer Data to train our AI models, unless you later update your settings and opt in.

·HubSpot Terms Tip: Visit the "Opt out of HubSpot's machine learning data use" knowledge base article for more information. For the avoidance of doubt, opting-out of HubSpot AI model training does not prevent you from using HubSpot AI features.

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

·The Controller-to-Controller terms of the DPA will not apply if you both (i) disable Intent data sharing collected from the HubSpot Tracking Code in your HubSpot account, and (ii) are not using enrichment products.

·HubSpot Terms Tip: For more information about how we process Website Data, see our knowledge base article "Install the HubSpot tracking code".

5.3.35.3.3 Privacy Policy. For more information on these practices, please see our Privacy Policy.

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

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

·HubSpot Terms Tip: To confirm where your HubSpot account data is hosted, please see the HubSpot knowledge base article "HubSpot Cloud Infrastructure and Data Hosting | Frequently Asked Questions".

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

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

5.75.7 Retention, Deletion and Retrieval of Customer Data. For information regarding the retention and deletion of Customer Data, please see the 'HubSpot Obligations' section of our DPA. You can learn more about your right to retrieve Customer Data from your HubSpot account in the 'Retrieval of Customer Data' sections as specified in our Product Specific Terms. 6. INTELLECTUAL PROPERTY

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

6.26.2 Suggestions. We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, 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 Subscription Service or Consulting Services, without payment or attribution to you. 7. CONFIDENTIALITY

7.17.1 Confidential Information Obligations. The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service or Consulting Services and HubSpot Solutions Partners bound by confidentiality obligations), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.27.2 Confidential Information Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party's cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party's inquiries in connection with the request to disclose the Confidential Information. 8. PUBLICITY

8.18.1 Publicity Rights. You grant us the right to add your name and company logo to our customer list and website.

8.28.2 Publicity Opt-Out. You can opt-out of this use by filling out the Publicity Opt-Out form at https://legal.hubspot.com/publicity-opt-out-1. 9. INDEMNIFICATION

9.19.1 Customer Indemnification. You will indemnify, defend and hold us and our Affiliates 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 or our Affiliates to the extent that such Action is based upon or arises out of

·(i) unauthorized or illegal use of the Subscription Service by you or your Affiliates,

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

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

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

·We will: notify you in writing within thirty (30) days of our becoming aware of any such Action; give you sole control of the defense or settlement of such Action; 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 Action. You will 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.

9.29.2 HubSpot Indemnification. 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 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").

·You will: notify us in writing within thirty (30) days of you becoming aware of any such Action; give us sole control of the defense or settlement of such Action; 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 Action. 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 Action 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 provided, (iii) use of the Subscription Service in violation of or outside the scope of this Agreement, (iv) an allegation that the Subscription Service consists of a function, system or method traditionally utilized in marketing, sales or services software that is not commercially unique to the Subscription Service, and the commercially unique aspects of the Subscription Service are not identified in the allegation giving rise to the Action, or (v) user interface or related user design elements not provided by us.

·Notwithstanding the foregoing, in the event of such Action, or if we believe that such Action is likely, we may, at our sole option and expense: (a) modify the Subscription Service or provide you with substitute Subscription Service that is non-infringing; or (b) obtain a license or permission for you 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 access to the Subscription Service (or to a portion of the Subscription Service as necessary to resolve the claimed infringement) and refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the 'Effect of Termination or Expiration' provision of this Agreement. THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ACTION PROVIDED FOR UNDER THIS SECTION.

1010. DISCLAIMERS; LIMITATION OF LIABILITY

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

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

·We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by 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 provided, or (iii) use of the Subscription Service in violation of or outside the scope 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.

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

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

10.410.4 Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, AND EXCEPT FOR (i) YOUR LIABILITY FOR PAYMENT OF FEES, (ii) YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE 'INDEMNIFICATION' SECTION, (iii) OUR LIABILITY ARISING FROM OUR IP INDEMNIFICATION OBLIGATIONS UNDER THE 'INDEMNIFICATION' SECTION, AND (iv) YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

10.510.5 Third-Party Products. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

10.610.6 Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU. 11. GOVERNING LAW AND JURISDICTION

11.111.1 Customer Location. Your physical address (entered into your HubSpot Account as the "Company Address") will determine (i) the HubSpot entity entering into this Agreement, (ii) the address to which you should direct notices under this Agreement, (iii) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and (iv) the courts that have jurisdiction over any such dispute or lawsuit, as set out in the Jurisdiction Specific Terms Appendix. As used in this Agreement, 'Customer Location' means your shipping or physical address.

11.211.2 Contracting Entity; Applicable Law; Additional Terms. If your (i) Customer Location is in North America or South America, (ii) you are located in a geographic region that does not otherwise fall into one of the designations described in the Jurisdiction Specific Terms Appendix, or (iii) if you use only the Free Services, then you are contracting with HubSpot, Inc., and this Agreement is governed by the laws of the Commonwealth of Massachusetts, U.S.A., without reference to conflicts of law principles. For contracts with HubSpot, Inc., both parties consent to the exclusive jurisdiction and venue in the courts of Boston, Massachusetts, U.S.A. for all disputes arising out of or relating to this Agreement.

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

11.311.3 Jurisdiction Specific Terms Appendix. Additional jurisdiction specific requirements are available at the Jurisdiction Specific Terms Appendix to these General Terms and will apply to your Agreement.

11.3.111.3.1 Contracting Entity Precedent. The HubSpot entity identified on your Order Form is your contracting entity, even if it's different from the entity specified in the Jurisdiction Specific Terms Appendix. 12. MISCELLANEOUS

12.112.1 Amendment; No Waiver. We may modify any part or all of the Agreement by posting a revised version at http://legal.hubspot.com. The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email or in-app notification. If you would like to receive an email notification when we update the Agreement, complete the form found at https://legal.hubspot.com/subscribe-tos-updates.

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

·No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

12.212.2 Force Majeure. Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

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

12.412.4 Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

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

·We will comply with our Code of Business Conduct and Ethics which can be found on our Investor Relations page on hubspot.com; the Code of Business Conduct and Ethics is incorporated into this Agreement, and may be updated without additional notice to you. Any other linked materials available on our Investor Relations Page are for information only and not incorporated into these terms, and you may subscribe to notifications about updates to the Investor Relations page separately. You will comply with all applicable laws in your use of the Subscription Service and Consulting Services, including any applicable export or trade laws.

12.612.6 Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. The headings and section titles are provided for your convenience and ease of navigation only.

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

·To you: your address as provided in our HubSpot Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. 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 current.

12.812.8 Entire Agreement. This Agreement (including the applicable Order), along with our Privacy Policy is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, supplier portal, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written comments made by us regarding future functionality or features of the Subscription Service. 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.

12.912.9 Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law. We may assign this Agreement to any HubSpot Affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

12.1012.10 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.1112.11 Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.

12.1212.12 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.

12.1312.13 Insurance. During the term of this Agreement, we will, at our own cost and expense, obtain and maintain in full force and effect, with reputable insurers having A.M. best ratings of at least A (VII) or better, liability insurance with coverage and minimum limits of liability as follows: (i) Commercial General Liability Insurance (Primary & Umbrella) or equivalent, with minimum limits of $1,000,000 Each Occurrence and $2,000,000 Aggregate; (ii) Workers' Compensation & Employers Liability Insurance (as required by the state), with minimum limits of $500,000 Each Accident, $500,000 Disease-Policy Limit and $500,000 Disease-Each Employee; (iii) Professional Liability (cyber/errors and omissions liability insurance), with a limit of $5,000,000; and (iv) Umbrella/Excess Liability Insurance, with a minimum limit of $2,000,000.

12.1412.14 Survival. The following sections will survive the expiration or termination of this Agreement: 'Definitions,' 'Fees,' 'Prohibited and Unauthorized Use,' 'Termination for Cause,' 'Suspension for Prohibited Acts,' 'Suspension for Non-Payment,' 'Suspension for Present Harm,' 'Suspension and Termination of Free Services,' 'Effect of Termination or Expiration,' 'Intellectual Property,' 'Customer's Proprietary Rights,' 'Confidentiality,' 'Publicity,' 'Indemnification,' 'Disclaimers; Limitations of Liability,' 'Miscellaneous' and 'Contracting Entity and Applicable Law.' Additionally, the 'Retrieval of Customer Data' sections, and the 'Beta Services' section of the Product Specific Terms page will survive expiration or termination of this Agreement.

12.1512.15 Precedence. In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.

·If you are a U.S. local, state or federal government entity, including public institutions of higher education, that uses the HubSpot Subscription Services (a "Government Customer"), then these HubSpot Government Customer Additional Terms apply. We may update or change these terms in the same way as we can our Agreement as we describe in the 'Amendment; No Waiver' section of our General Terms.

·These terms apply to the extent required by applicable law. 1. GOVERNMENT CUSTOMER PURPOSE

·Government Customer may only use the Subscription Service and Consulting Services for a governmental-related purpose. These terms will not apply in the event the Subscription Service and/or Consulting Services are used for any private, personal, or non-governmental-related purpose. 2. INDEMNIFICATION

·Government Customer's obligations in the 'Indemnification' section of the General Terms will only apply to the extent permitted by applicable law. 3. LIMITATION OF LIABILITY

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

44. CONTRACTING ENTITY AND APPLICABLE LAW

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

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