HubSpot Catalyst Partner Program Terms

Partner Objectives. You will complete the obligations set out in the table above (together “Partner Objectives”), according to the terms specified herein. You will have regular check-ins to evaluate your progress and the effectiveness of the Program. If applicable, you agree to provide reasonable feedback to HubSpot regarding the HubSpot Integration, including customer feedback and feature requests, to help HubSpot improve the HubSpot Integration for mutual customers. You understand that participation in this Program does not guarantee any increase in sales and does not contemplate any other incentives.

Term and Termination. The Term of this Agreement shall be as stated in the above table. HubSpot shall have the option to extend the Term of this Agreement upon written notice to you. 

2.1 Termination for Convenience. HubSpot may terminate your participation in this Program at any time upon written notice to you.

2.2 Termination for Cause. HubSpot may terminate your participation immediately upon notice if you: (a) materially breach this Agreement; or (b) fail to demonstrate reasonable engagement or progress.

2.3 Effect of Termination. Upon termination or expiration of Program participation: (a) all Program benefits shall immediately cease; and (b) you shall cease use of the Program badge except as permitted under Badge Usage above.

Intellectual Property

3.1 Your IP. You retain all right, title, and interest in your products, services, trademarks, and other intellectual property. You grant HubSpot a limited, non-exclusive, royalty-free license during the Program Term to use your name, logo, and trademarks solely for purposes of promoting the Catalyst partnership and, if applicable, the HubSpot Integration.

3.2 HubSpot IP. HubSpot retains all right, title, and interest in HubSpot's products, services, trademarks, and other intellectual property. HubSpot grants you a limited, non-exclusive, royalty-free license during the Program Term to use the Catalyst badge and approved HubSpot trademarks solely as permitted under Program Benefits.

Confidentiality

4.1 Confidential Information. As used in this Agreement, “Confidential Information” means all confidential information disclosed by a party or its affiliates ("Disclosing Party") to the other party (“Receiving Party”), either 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, or (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 does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party or (iii) was independently developed by the receiving party without reference to the Disclosing Party’s Confidential Information.

4.2 Disclosure. The Receiving Party will 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 these terms, and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.  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.

4.3 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.

4.4 No Insider Trading. During the Term, you and your officers, directors, employees, and agents (collectively, “Your Representative(s)”) may be exposed to material, non-public information about HubSpot under federal or state securities laws. Your Representatives understand that they may be found to be in violation of applicable laws if they take advantage of such information. If Your Representatives are exposed to such material, nonpublic information, Your Representatives agree not to: (i) trade in HubSpot’s securities (including common stock, stock options, other HubSpot-issued securities, or derivative securities), (ii) have others trade in HubSpot’s securities on Your Representative’s behalf, (iii) give trading advice of any kind about HubSpot, (iv) disclose any material, nonpublic information to anyone else who might then trade, or (v) recommend to anyone that they purchase or sell HubSpot’s securities. Please contact us at corporate-legal@hubspot.com if you have any questions regarding compliance with this section.

Warranties. You represent and warrant that (i) you have the necessary permissions and/or legal basis to perform activities that are necessary or will help you achieve your Objectives; (ii) you will comply with all applicable laws and regulations; and (iii) your participation in this Program will not conflict with any of your existing agreements or arrangements. HUBSPOT PROVIDES THE CATALYST PROGRAM AND ALL BENEFITS "AS IS" WITHOUT WARRANTY OF ANY KIND. HUBSPOT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PARTICIPATION IN CATALYST DOES NOT GUARANTEE ANY SPECIFIC OUTCOME, INCLUDING BUT NOT LIMITED TO CO-SELL PARTICIPATION, LEAD GENERATION, REVENUE, OR ANY COMMERCIAL ARRANGEMENT.

Limitation of Liability; Indemnity. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. IN NO EVENT SHALL HUBSPOT HAVE ANY LIABILITY WHATSOEVER ARISING FROM YOUR PARTICIPATION IN THIS PROGRAM OR RELATED TO YOUR INTERACTION OR RELATIONSHIP WITH YOUR CUSTOMERS. You will indemnify, defend and hold us harmless, at your expense, against any claim, suit, action, or proceeding brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) arising out of (i) your participation in this Program and (ii) your noncompliance with or breach of this Agreement.

General Provisions.

7.1 Program Modification. HubSpot reserves the right to modify, suspend, or discontinue the Program or any aspect thereof at any time without liability.

7.2 Amendment; No Waiver. HubSpot may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at http://legal.hubspot.com/partner/technology/catalyst/terms-generic. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. HubSpot encourages you to review this Agreement periodically. If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after the modification. If you give HubSpot this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. 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.

7.3 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.

7.4 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.

7.5 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.

7.6 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 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.

7.7 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.

7.8 Data Sharing. To the extent that any Personal Data is shared in connection with the Agreement 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. Each party shall process Personal Data in accordance with Applicable Data Protection Law.

7.9 Notices. Notice will be sent to the contact address set forth below (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

7.10 Entire Agreement. This Agreement is the entire agreement between us for the Catalyst Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the HubSpot Products or dependent on any oral or written public comments made by us regarding future functionality or features of the HubSpot Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

7.11 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.

7.12 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.

7.13 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.

7.14 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.

7.15 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.