Customer Referral Program Rules

These Customer Referral Program Rules (the “Rules”) govern your participation in HubSpot, Inc.’s (“HubSpot”, “us”, “we”) Customer Referral Program (the “Program”). By participating in the Program you are agreeing to these terms.

The Program

If you refer an Eligible Prospect (as defined below) to HubSpot through the referral form located at http://offers.hubspot.com/customer-referral-program-inc anytime between 12:00 am on February 18, 2015, and 11:59 pm on June 30, 2015, and the Eligible Prospect becomes a HubSpot customer within ninety (90) days of your referral, we will make one (1) pass to our INBOUND 2015 conference available to you as a coupon or code for a 100% discount off of the then-current list price for such pass. Additional terms and conditions apply to your registration for the 2015 INBOUND conference.

The term “Eligible Prospect” shall mean a party you refer to us that (i) is not currently subscribed to our Subscription Service (as defined below), (ii) is not currently in a trial of our Subscription Service, (iii) has not been in a trial of our Subscription Service within the six (6) month period preceding your referral, (iv) has not previously informed us that they are not interested in our Subscription Service, and (v) has not previously been referred to us by you or any third party. The term “Subscription Service” means our web-based inbound marketing and sales applications, tools and platform that are subscribed to, and developed, operated, and maintained by us, accessible via http://www.hubspot.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to End Users.

Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to provide us with the contact information and other data of any referral that you share with us (the “Referral Data”) for our use in sales and marketing efforts or as otherwise set forth in these Rules, and (ii) your participation in the Program will not conflict with any of your existing agreements or arrangements.

Indemnifications

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

Disclaimers; Limitations of Liability

A. DISCLAIMER OF WARRANTIES. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE PROGRAM OR THE INBOUND 2015 CONFERENCE FOR ANY PURPOSE. THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE PROGRAM INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

B. NO INDIRECT DAMANGES. 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 PURCHASE PRICE OF ONE (1) INBOUND 2015 PASS.

General

A. TERMINATION; NO WAIVER. The Program and your participation in the Program will terminate at 11:59 pm on March 18, 2015. We may terminate the Program and/or your participation of the Program at any time for any or no reason without notice. Notwithstanding the termination of the Program or your participation in the Program, these Rules shall govern any referrals you made in accordance with these Rules prior to termination of the Program or your participation in the Program. 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, 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.

E. RELATIONSHP 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 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 Subscription Service. 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 Subscription Service to prohibited countries or individuals or permit use of the Subscription Service by prohibited countries or individuals.

G. 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.

J. 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.

K. NO THIRD PARTY BENEFICIARIES.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

M. NO LICENSES. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Subscription Service, our trademarks, or any other property or right of ours.