HubSpot Shared Selling Pilot | Program Policies

SHARED SELLING PILOT AMENDMENT

TO

HUBSPOT SOLUTIONS PARTNER PROGRAM AGREEMENT

By agreeing to the terms below you agree to participate in the Shared Selling Pilot  and agree to the following changes to the HubSpot Solutions Partner Program Agreement (the “Agreement”) for the duration of the pilot. Details of the pilot are available here: https://www.hubspot.com/hubfs/HubSpot%20Shared%20Selling%20Pilot%20One%20Pager.pdf. 

1. Amendment of Agreement.  The Agreement is hereby amended as follows:
   1. Definitions
      1. Section 1) “Capacity Limit”. This term is deleted. While you participate in the Shared Selling Pilot, you will have no Capacity Limit.
      2. Section 1) “Program Policies”. This term is deleted and replaced with HubSpot Shared Selling Pilot Program Policies available here: https://www.hubspot.com/partners/shared-selling-pilot-policies. These updated policies will apply to you as of pilot start date and for the duration of the pilot.
   2. Qualified Transactions.
      1. Section (c) Program Limits is deleted.
      2. Section (d) Other Eligibility Requirements is deleted and replaced with the following:
         1. To be eligible for a Revenue Share, a shared deal must be created from a contact or company record in your HubSpot Subscription Service using the Partner Toolset. You are not eligible to receive a Revenue Share or any other compensation from us based on transactions for Other Products, based on transactions with a HubSpot Lead (as defined below) or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable 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 or Provider in this Program under this Agreement. In competitive situations with other Partners or Providers, we may elect to enable Cross Sell (in situations where the Subscription Service is complementary and Cross Sell is otherwise available) or to provide the Revenue Share to the partner that actually secures the business with the End User, which may result in you being ineligible for Revenue Share, regardless of whether or not you registered the prospect.
            
            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 subsection of the Agreement or as outlined in the Program Policies at any time.
      3. Section (e) Submission, Acceptance, and Validity of Prospects and Section (g) Shared Leads are deleted and replaced with the following.
         1. You must register each deal with us using the Partner Tools we provide through your portal (or through a website as we may designate) prior to the close of a Qualified Transaction. To register a deal, there must be a company and a contact record associated with the shared deal record. When you create a shared deal, it is automatically registered and assigned to a HubSpot sales representative. Once the valid prospect is ready to purchase, and you have an Active Engagement in place, we will, at our discretion, accept an order and provision the Subscription Service for the End User in order to complete a Qualified Transaction.
            
            An “Active Engagement” means that you have a fully executed written agreement with the Shared Lead under which you provide your consulting services that (i) either pre-dates the time at which the sale of the Subscription Service is closed, or is signed contemporaneously with the close of the sale of the Subscription Service, and (ii) either extends at least ninety (90) days beyond the close of the sale of the Subscription Service or has a specific and identifiable deliverable, as determined by us in our discretion. HubSpot may request you to provide validation that the End User is engaged with you (for example, by providing a copy of your retainer agreement with the End User if we so request) for sold validation.
   3. General.
      1. Section (m) Program Policies. This term is deleted and replaced with the following.
         1. Your participation in the Program is subject to the Shared Selling Pilot Policies, which are incorporated herein by reference. Shared Selling Pilot Policies can be found here:
            https://www.hubspot.com/partners/shared-selling-pilot-policies
   4.  Feedback.
      1. As part of your participation in the Shared Selling Pilot, we may ask for or collect and/or you may provide written and/or verbal suggestions, feedback, or comments on the features or functionality of the pilot, our products, or services (collectively, “Feedback). You acknowledge and agree that such Feedback shall be deemed the property of HubSpot.
   5.  Term.
      1. Shared Selling Pilot and effectiveness of this Amendment shall continue until terminated by either party with notice as provided in the Termination Section below. 
   6.  Termination.
      1. You may terminate your participation in the Shared Selling Pilot by five (5) business days advance written notice to HubSpot.
      2. If you upgrade from Provider to Partner status, your participation in the Shared Selling Pilot is terminated upon upgrade.
      3. Once participation in the Shared Selling Pilot is terminated, this Amendment terminates and provider participation in the Solutions Partner Program will be governed by the HubSpot Solutions Partner Program Agreement. 
      4. HubSpot may terminate the pilot by providing written notice to Provider. 
   7. For clarity, the terms and conditions of the Solutions Partner Program Policies and the Solutions Partner Program Sales Rules will not apply  for the duration of this pilot: (https://www.hubspot.com/solutions-partner-resource-center/sales-rules). 

2. Survival of Terms.  Except as otherwise amended in this Amendment, all provisions of the Agreement shall remain in full force and effect. 

3. Severability.  If one or more provisions of this Amendment are held to be unenforceable under applicable law, such provision shall be excluded from this Amendment and the balance of the Amendment shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.