Note to copy:
For Customers that would like to receive a pdf copy of the HubSpot Customer Terms ofService, we have made this copy available to you. This copy includes● the version of the General Terms last modified June 4, 2024;● the version of the Product Specific Terms last modified June 4, 2024; and● the version of the Jurisdiction Specific Terms last modified June 4, 2024.
The General Terms are made available at https://legal.hubspot.com/terms-of-service;
The Product Specific Terms are made available at https://legal.hubspot.com/productspecific-terms; andThe Jurisdiction Specific Terms are made available athttps://legal.hubspot.com/jurisdiction-specific-terms.
No changes made to this copy are agreed to by HubSpot, Inc. or its affiliates.
Please note that we update the General Terms, the Product Specific Terms and theJurisdiction Specific Terms as we describe in the ‘Amendment; No Waiver’ section
below. The current version of the HubSpot Customer Terms of Service terms is available
at https://legal.hubspot.com/terms-of-service and archived versions of the General
Terms, Product Specific Terms, Jurisdiction Specific Terms and DPA are available athttps://legal.hubspot.com/legal-stuff/archive.
If you would like to receive an email notification when we update the HubSpot Customer
Terms of Service, complete the form found at https://legal.hubspot.com/subscribe-tosupdates.
If you have any questions, please contact your HubSpot representative.

HubSpot Customer Terms of Service
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 youruse 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 ofeach of our product offerings, our consulting and other services and third-party services.
Jurisdiction Specific Terms: Depending on your location, some of these jurisdiction
specific terms will apply to you. They’ll also explain which HubSpot entity you’re
contracting with, and which laws will govern our relationship.
Data Processing Agreement (DPA): This explains how we process your data andincludes 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 allof 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 ofyour HubSpot account. You can learn more about how to locate your Order Form, invoices andreceipts at this knowledge base article https://knowledge.hubspot.com/account/view-yourhubspot-invoices-and-receipts.
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 toreceive email updates). You can find archived versions of the General Terms, ProductSpecific Terms, Jurisdiction Specific Terms and DPA in our archives athttps://legal.hubspot.com/legal-stuff/archive.

General Terms
Last modified June 4, 2024
1. Definitions
2. Use of Services
3. Fees
4. Term & Termination
5. Customer Data
6. Intellectual Property
7. Confidentiality
8. Publicity
9. Indemnification
10. Disclaimers and Liability
11. Miscellaneous
Appendix 1: Additional Coverage Terms
Appendix 2: U.S. Government Customer Additional Terms

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1. DEFINITIONS“Add-Ons” means additional product enhancements (including Limit increases and other addons) that are made available for purchase and are listed in the ‘Add-Ons & Limit Increases’ andthe ‘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 undercommon 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 toknowledge 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.
"Billing Period" means the period for which you agree to prepay fees under an Order Form. Thismay 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, witha 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 andother designs, technical data, business plans, business opportunities, finances, research,development, and the terms and conditions of this Agreement. Confidential Information does notinclude 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 Contact Information is stored by
you in the Subscription Service.
"Contact Information" means the name, email address, phone number, online user name(s),and similar information submitted by visitors to your landing pages on the Subscription Service
or uploaded by you to 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.

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"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 Specific Terms.
“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 orConsulting 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 at
http://legal.hubspot.com/jurisdiction-specific-terms.
"Order" or "Order Form" means the HubSpot-approved form or online subscription process bywhich you agree to subscribe to the Subscription Service and purchase Consulting Services.
“Personal Data” means any information relating to an identified or identifiable individual where(i) such information is contained within Customer Data and (ii) is protected as personal data,
personal information, or personally identifiable information under applicable Data Protection
Laws (as defined in the DPA).
“Privacy Policy” means the HubSpot Privacy Policy available athttps://legal.hubspot.com/privacy-policy, as updated by us from time to time.
“Product and Services Catalog” means HubSpot’s Product and Services Catalog available at
http://legal.hubspot.com/hubspot-product-and-services-catalog, as updated by us from time-totime.
“Product Specific Terms” means the additional product-related terms that apply to your use of
HubSpot products, 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 aredeveloped, operated, and maintained by us, accessible via http://hubspot.com or anotherdesignated URL, and any ancillary products and services, including website hosting, that we
provide to you.
HubSpot Payments are excluded from Subscription Services and are governed separately
under the HubSpot Payments Terms of Use.

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"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 eachsubsequent renewal period (if any) (each a “Renewal Term”). Your “Current Term” is your thencurrent 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 accountto access the Free Services.
"Third-Party Products" means non-embedded products and professional services that areprovided by third parties which interoperate with or are used in connection with the Subscription
Service. These products and services include non-HubSpot apps available from, for example,
our marketplaces, directories, and links made available through the Subscription Service andnon-HubSpot services listed on services.hubspot.com.
"Third-Party Sites" means third-party websites linked to from within the Subscription Service,including Communications Services.
“Total Committed Subscription Value” means the aggregate amount of Subscription Fees paidor payable to us during your Current Term(s) for all of your HubSpot accounts, but this amountexcludes fees for renewals, Consulting Services and applicable taxes.
"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, billingstatement, online subscription process, or Order Form as the customer and your Affiliates
included in the scope of your purchase.
2. USE OF SERVICES
2.1 Access. During the Subscription Term, we will provide your Users access to use theSubscription 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 throughthird party service providers.
You must ensure that all access, use and receipt by your Users is subject to and in compliancewith this Agreement. You may provide access and use of the Subscription Service to yourAffiliate’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 incompliance with the Agreement and you will at all times remain liable for your Affiliates'
compliance with the Agreement.
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.

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2.2 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.
2.3 Availability and Uptime. For details of HubSpot’s Service Uptime Commitment, please see
the Product Specific Terms.
2.4 Limits. The limits that apply to you will be specified in your Order Form, this Agreement or in
our Products and Services Catalog, and for our Free Subscriptions; these limits may also be
designated only from within the product itself. For further information on the limits that apply toyour subscription, please refer to the Product Specific Terms.
You must be 18 years of age or older to use the Subscription Service.
2.5 Downgrades. Depending on your HubSpot product, you may be entitled to downgrade yoursubscription. For further information on the downgrade terms that apply to your subscription,please refer to the Product Specific Terms.
2.6 Modifications. We modify the Subscription Service from time to time, including by adding ordeleting features and functions, in an effort to improve your experience. For further informationon our modification rights that apply to your subscription, please refer to the Product SpecificTerms.
2.7 Customer Support. For information on the customer support terms that apply to yoursubscription, please refer to the Product Specific Terms.
2.8 Acceptable Use. You will comply with our Acceptable Use Policy at
http://legal.hubspot.com/acceptable-use ("AUP").
2.9 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 prohibitedby 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 orunderlying 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.
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.
You may not use the Subscription Service in a way that would violate local or industry-specificregulations (for example, the Children's Online Privacy Protection Rule consistent with therequirements 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.).
2.10 Sensitive Data. The HubSpot Sensitive Data Terms available athttps://legal.hubspot.com/sensitive-data-terms are incorporated into this Agreement if you
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enable the Sensitive Data functionality in your HubSpot Account. To the extent specificallypermitted 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 informationconsidered sensitive information under various regulations.
2.11 Customer Responsibilities. To realize the full value of the Subscription Service andConsulting 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 berequired 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 levelinternal goals for the use of the Subscription Service; attending regular success review
meetings; and supporting the integration of the Subscription Service with other sales andmarketing systems.
2.12 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 youpurchase a subscription to the applicable Subscription Service before the end of the free trial, allof your data in the Subscription Service may be permanently deleted at the end of the trial, andwe will not recover it. If we include additional terms and conditions on the trial registration web
page, those will apply as well.
2.13 Legacy Products. If you have a legacy HubSpot product, 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 Products and Services Catalog. If you have legacy HubSpot
products, 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
3.1 Subscription Fees. The Subscription Fee will remain fixed during the Current Term of yoursubscription unless: (i) you exceed your Maximum Contacts or other applicable limits (see the‘Limits’ section above), (ii) you upgrade products or base packages, (iii) you subscribe to
additional features or products, including additional Contacts, or (iv) otherwise agreed to in yourOrder. We may also choose to decrease your fees upon written notice to you. You can find all
the information about how your fees may be otherwise adjusted in Product SpecificTerms. Please review the Product Specific Terms for information on Commerce Hub
Subscription Services that may have different fee structures.
3.2 Fee Adjustments at Renewal. Upon renewal, we may increase your Subscription Fees up to
our then-current list price set out in our Products 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, either
party can choose to terminate your subscription at the end of your Current Term by giving thenotice required in the ‘Notice of Non-Renewal’ section below. Please review the ProductSpecific Terms for information on Commerce Hub Subscription Services that have different fee
adjustment notice requirements.

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3.3 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 yourpayment information to such third party.
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 accordancewith 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.
3.4 Payment Against Invoice. All amounts invoiced are due and payable within thirty (30) days
from the date of invoice, unless otherwise specified in the Order Form. If you are paying byinvoice, we will invoice you no more than forty-five (45) days before the fees are payable during
the Subscription Term, for example, in advance of the beginning of the next Renewal Term andeach subsequent Billing Period.
3.5 Payment Information. You will keep your business information up to date, including yourcompany 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-cancellable and all amounts paid are nonrefundable, 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 thatpurchases on behalf of a client, you agree to be responsible for the Order Form and toguarantee payment of all fees.
3.6 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.
If you are located in the European Union, all fees are exclusive of any VAT and you represent
that you are registered for VAT purposes in your member state. At our request, you will provide
us with the VAT registration number under which you are registered in your member state. If
you do not provide us with a VAT registration 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, allfees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST and
HST.
3.7 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 theextent 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 witha 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
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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
4.1 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.
4.2 Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal ofyour subscription, you or we must give written notice of non-renewal. The deadline for sending
this notice varies depending on the HubSpot product and edition you have subscribed to. For
more information on non-renewal notice periods, please see the Product Specific Terms.
If you decide not to renew, you may send this non-renewal notice to us by indicating that you do
not want to renew by turning auto-renew off by accessing the billing details information in your
HubSpot account, or by following the steps at this knowledge base article, as applicable.
4.3 Early Cancellation. You may choose to cancel your subscription early at your convenience
provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, andyou will promptly pay all unpaid fees due through the end of your Current Term. See the 'Noticeof Non-Renewal' section for information on how to cancel your subscription.
4.4 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 breachif such breach remains uncured at the expiration of such period, or (ii) immediately, if the otherparty 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 thatyou are acting, or have acted, in a way that has or may negatively reflect on or affect us, ourprospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of your Current Term.
4.5 Suspension
4.5.1 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 amailing 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.

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We may, without notice, review and delete any Customer Data or Customer Materials that wedetermine in good faith violate these terms or the AUP, provided that, we have no duty (unlessapplicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your
Customer Data or Customer Materials.
You can find details about HubSpot and the European Union Digital Services Act of 2024 athttps://legal.hubspot.com/digital-services-act which is not incorporated into this Agreement andprovided for your information only.
4.5.2 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 theapplicable charges reasonably and in good faith and are cooperating diligently to resolve thedispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation
fee to reinstate the Subscription Service.
4.5.3 Suspension for Present Harm.
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 consuming excessive bandwidth or storage, or(v) is causing harm to us or others, then we may, with electronic or telephonic notice toyou, suspend all or any access to the Subscription Service.
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 topromptly resolve the issues causing the suspension of the Subscription Service. Nothing inthis clause limits our right to terminate for cause as outlined above, if we determine thatyou are acting, or have acted, in a way that has or may negatively reflect on or affect us,
our prospects, or our customers.
4.5.4 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.
4.6 Effect of Termination or Expiration. If your paid subscription is terminated or expires, wewill continue to make available to you our Free Services provided however, this may not be thecase 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
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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 areotherwise non-refundable.
5. CUSTOMER DATA
5.1 Customer’s Proprietary Rights. You own and retain all rights to the Customer Materials andCustomer Data. This Agreement does not grant us any ownership rights to Customer Materials
or Customer Data. You grant permission to us and our licensors to use the Customer Materials
and Customer Data only as necessary to provide the Subscription Service and Consulting
Services to you and as otherwise permitted by this Agreement. If you are using the Subscription
Service or receiving Consulting Services on behalf of another party, then you represent andwarrant that you have all sufficient and necessary rights and permissions to do so.
5.2 Limits on HubSpot. We will not use Customer Data to contact any individual or company
except as you direct or otherwise permit. We will use Customer Data only in order to provide theSubscription Service and Consulting Services to you and only as permitted by applicable law
and this Agreement.
5.3 Data Practices and Machine Learning.
5.3.1 Usage Data.
We may collect information about you and your Users when you interact with the Subscription
Service as permitted by the Agreement.
5.3.2 Machine Learning.
We may use Customer Data for machine learning to support and develop features andfunctionality within the Subscription Service and similar products and services. You instruct us
to use Customer Data for such purposes. You may opt-out of having your Customer Data used
for machine learning by emailing privacy@hubspot.com.
For more information about our machine learning and our AI Products, visit our AI Product FAQ
at https://legal.hubspot.com/pst-ai-faq, which is provided for information purposes only and notincorporated into the legal terms of this agreement.
5.3.3 Privacy Policy. For more information on these practices, please see our Privacy Policy.
5.4 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.
5.5 Regional Data Hosting. We will store your Customer Data in a specific location or
geographical region (e.g. North America or Europe) as part of your subscription subject to theterms of this Agreement and our Regional Data Hosting Policy.

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5.6 Customer Data Transfers. We and our Affiliates may transfer Customer Data (including
Personal Data) to the United States in connection with the Subscription Service. To the extent
we process Personal Data that is subject to the protection of European Data Protection Laws
(as defined in the DPA) in the United States, we will process such Personal Data in accordancewith the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy
Framework, and the Swiss-U.S. Data Privacy Framework (collectively, the “Data Privacy
Framework”) as set out in our DPA. For more information about the Data Privacy Framework,
please see our Privacy Policy.
5.7 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
6.1 This is an agreement for access to and use of the Subscription Service, and you are notgranted 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 theConsulting Services in whole or in part, by any means, except as expressly authorized in writingby 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.
6.2 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
7.1 The Receiving Party will: (i) protect the confidentiality of the Confidential Information of theDisclosing 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 thisAgreement, (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 accessfor purposes consistent with this Agreement and who have signed confidentiality agreementswith the Receiving Party containing protections no less stringent than those herein.
7.2 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 orlegal process; provided, however, that (i) the Receiving Party will provide the Disclosing PartyTOS PDF COPY, https://legal.hubspot.com/terms-of-service
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with prompt notice of any request that it disclose Confidential Information, sufficient to allow theDisclosing 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 theDisclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking aprotective 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 withthe request to disclose the Confidential Information.
8. PUBLICITY
You grant us the right to add your name and company logo to our customer list and website.
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
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 ourofficers, 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(a) unauthorized or illegal use of the Subscription Service by you or your Affiliates,(b) your or your Affiliates' noncompliance with or breach of this Agreement,(c) your or your Affiliates' use of Third-Party Products, or(d) 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 claim;
give you sole control of the defense or settlement of such a claim; and provide you (at yourexpense) with any and all information and assistance reasonably requested by you to handle
the defense or settlement of the claim. You will not accept any settlement that (i) imposes anobligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered bythese indemnifications or places restrictions on us without our prior written consent.
10. DISCLAIMERS; LIMITATION OF LIABILITY
10.1 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 theFree Services.

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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”), theneither party may terminate this Agreement by providing the other party written notice within thirty(30) days after the end of the Remedy Period. If you terminate 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 thisAgreement.
We will not have any obligation or liability under this section if the non-conformance is causedby 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 withspecifications or instructions that you provided, or (iii) use of the Subscription Service inviolation of or outside the scope of this Agreement.
THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVEREMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
10.2 Disclaimer of Warranties. EXCEPT AS SET FORTH IN THE ‘PERFORMANCEWARRANTY’ 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 ORCOMPLETENESS OF THE SUBSCRIPTION SERVICE, DATA SYNCHED TO OR MADEAVAILABLE 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 EXTENTPERMITTED 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 SUBSCRIPTIONSERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND NON-INFRINGEMENT.
10.3 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILLEITHER 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 THEORYOF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU
ONLY USE THE FREE SERVICES.
10.4 Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR
LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTYRIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHERPARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHERPARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE
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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 FREESERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S.
DOLLARS.
10.5 Third Party Products. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITHRESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVENO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
10.6 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.
10.7 Additional Coverage Terms. If your Total Committed Subscription Value exceeds thirtyfive thousand U.S. dollars (USD$35,000), then the HubSpot Additional Coverage Terms
available at Appendix 1 to these General Terms will apply. If these terms apply to you, thenthey are incorporated into the Agreement.
11. MISCELLANEOUS
11.1 Amendment; No Waiver. We may modify any part or all of the Agreement by posting arevised version at http://legal.hubspot.com. The revised version will become effective andbinding the next business day after it is posted. We will provide you notice of this revision byemail 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 yoursubscription will continue to be governed by the terms and conditions of the Agreement prior tomodification until your next renewal date, after which the terms posted athttps://legal.hubspot.com will apply. However, if we can no longer reasonably provide thesubscription 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 inaccordance 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 orremedy or any other right or remedy. A waiver on one occasion will not be a waiver of any rightor remedy on any future occasion.
11.2 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 notcaused by the obligated party; government restrictions; pandemic; or other event outside thereasonable control of the obligated party. Each party will use reasonable efforts to mitigate theeffect of a force majeure event.
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11.3 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 broughtby either party more than one (1) year after the cause of action has accrued.
11.4 Relationship of the Parties. You and we agree that no joint venture, partnership,
employment, or agency relationship exists between us.
11.5 Compliance with Laws. We will comply with all U.S. state and federal laws (whereapplicable) 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 asnecessary to satisfy any law, regulation, legal process or governmental request.
We will comply with our Code of Business Conduct and Ethics (a/k/a our Code of Use Good
Judgment) which can be found on our Investor Relations page on hubspot.com; the Code of
Use Good Judgment is incorporated into this Agreement, but any other linked materials
available on our Investor Relations Page are for information only and not incorporated into theseterms. You will comply with all applicable laws in your use of the Subscription Service andConsulting Services, including any applicable export laws.
You must comply with all applicable laws related to the recording of phone calls and ensure allproper consent to record is obtained prior to making any such recording. You will comply withthe sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the
U.S. Department of the Treasury in your use and receipt of the Subscription Service andConsulting Services.
You will not directly or indirectly export, re-export, or transfer the Subscription Service orConsulting Services to prohibited countries or individuals or permit use of the Subscription
Service or Consulting Services by prohibited countries or individuals.
11.6. 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 deemedsuperseded 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.
11.7 Notices. To HubSpot: Notice will be sent to the contact address set forth in the Jurisdiction
Specific Terms, 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 giveelectronic notices specific to you by email to your e-mail address(es) on record in our accountinformation for you or through the notifications center of the Subscription Service. We may givenotice 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.
11.8 Entire Agreement. This Agreement (including each Order), along with our Privacy Policy isthe entire agreement between us for the Subscription Service and Consulting Services andsupersedes 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 thosecontained 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
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or dependent on any oral or written comments made by us regarding future functionality orfeatures of the Subscription Service. We might make versions of this Agreement available inlanguages 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 beinterpreted to modify the English version of this Agreement.
11.9 Assignment. You will not assign or transfer this Agreement without our prior writtenconsent, 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 oflaw, provided such successor is not a competitor of ours. We may assign this Agreement to any
HubSpot Affiliate or in the event of merger, reorganization, sale of all or substantially all of ourassets, change of control or operation of law.
11.10 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 naturewhatsoever under or by reason of this Agreement.
11.11 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), theUniform Computer Information Transaction Act (UCITA), or any substantially similar legislationas 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 theInternational Sale of Goods will not govern this Agreement or the rights and obligations of theparties under this Agreement.
11.12 Authority. Each party represents and warrants to the other that it has full power andauthority to enter into this Agreement and that it is binding upon such party and enforceable inaccordance with its terms. You further warrant and represent that you have the authority to
procure your Affiliates compliance with the terms of this Agreement.
11.13 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 atleast 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.
11.14 U.S. Government Entities. If you are a U.S. local, state or federal government entity, thenthe HubSpot Government Customer Additional Terms available at Appendix 2 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.
11.15 Survival. The following sections will survive the expiration or termination of thisAgreement: 'Definitions’, ‘Fees’, 'Prohibited and Unauthorized Use', ‘Early Cancellation',‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’,‘Suspension for Present Harm’, ‘Suspension and Termination of Free Services’, ‘Effect ofTermination or Expiration’, ‘Intellectual Property’, ‘Customer’s Proprietary Rights’,'Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’,TOS PDF COPY, https://legal.hubspot.com/terms-of-service
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‘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 willsurvive expiration or termination of this Agreement.
11.16 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.
APPENDIX 1
ADDITIONAL COVERAGE TERMS
If your Total Committed Subscription Value exceeds thirty-five thousand U.S. dollars(USD$35,000), then these Additional Coverage Terms apply; if your Total Committed
Subscription Value is below this amount, then these terms will not apply. We may update orchange these terms in the same way as we can update or change our Agreement, as we
describe in the ‘Amendment; No Waiver’ section of the General Terms.
1. 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, andAffiliates) by a third party not affiliated with you to the extent that such Action is based upon orarises 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 (“IPIndemnification”), or (2) our breach of our confidentiality obligations or our use of Customer Datain violation of this Agreement (“Confidentiality and Data Misuse 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 thedefense or settlement of the claim. We will not accept any settlement that (i) imposes anobligation on you; (ii) requires you to make an admission; or (iii) imposes liability not covered bythese 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 orbased 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 withspecifications or instructions that you provided, (iii) use of the Subscription Service in violation ofor outside the scope of this Agreement, (iv) an allegation that the Subscription Service consistsof a function, system or method traditionally utilized in marketing, sales or services software thatis 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) userinterface 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 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
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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 ofthis Agreement. THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND
EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THISSECTION.
2. Limitation of Liability
The 'Limitation of Liability' sub-section in the ‘Disclaimers; Limitations of Liability’ section of theGeneral Terms is revised to read as follows:"EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISINGFROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, OUR LIABILITY
ARISING FROM OUR IP INDEMNIFICATION OBLIGATIONS UNDER THE ‘HUBSPOTINDEMNIFICATION’ SECTION AND YOUR LIABILITY FOR VIOLATION OF OURINTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF
THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY
LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIESAGREE 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".

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APPENDIX 2
U.S. GOVERNMENT CUSTOMER ADDITIONAL TERMS
If you are a U.S. local, state or federal government entity, including public institutions of higher
education, that uses the HubSpot products or 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 agovernmental-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 theGeneral 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, or to the amended ‘Limitation of Liability’ section in the
HubSpot Additional Coverage Terms in Appendix 1 to the Master Terms, if applicable: “ALSOPROVIDED 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.”
4. Contracting Entity and Applicable Law
The ‘Contracting Entity and Applicable Law’ section of the Jurisdiction Specific Terms isrevised to read as follows:
You are contracting with HubSpot, Inc. and this Agreement is governed by the laws applicableto you as a Government Customer, or if no such laws are specified, then the laws of theCommonwealth 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.

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Product Specific Terms
Last modified June 4, 2024
The HubSpot Product Specific Terms are intended to highlight some of the important things
about using our different Subscription Services. The Product Specific Terms form part of the
HubSpot Customer Terms of Service and are hereby incorporated therein.
If you are using any of the Subscription Services described below, the terms corresponding tothose product(s) apply to your use. We periodically update this page by posting a revised copy
at https://legal.hubspot.com/product-specific-terms, so please check back here for current
information.
1.
2.
3.
4.
5.
6.
7.
8.
9.

HubSpot Smart CRM and Free Services
HubSpot Seats
Marketing Hub (with Marketing Contacts)
Commerce Hub
Other Hubs
Other Services
AI Products
Service Uptime Commitment
Customer Support

1. HUBSPOT SMART CRM AND FREE SERVICES
1.1 HubSpot Smart CRM Subscription Fees
HubSpot Smart CRM, which includes ‘lite’ versions of select features in our paid Subscription
Services, is one of our Free Services. As such, there are no Subscription Fees associated withyour use of the HubSpot Smart CRM.
While there’s no charge for Contacts in the Smart CRM, if you subscribe to Marketing Hub, youwill be charged for contacts as part of your fee for that Subscription Services, even if they areadded through the HubSpot Smart CRM. For more information on these fees, please refer toour Product and Services Catalog available at https://legal.hubspot.com/hubspot-product-andservices-catalog. If you use the HubSpot Smart CRM or any of our Free Services, we will makethose services available to you free of charge until earlier of (a) the date on which your freesubscription is terminated or (b) the start date of your paid subscription.
1.2 Email Send Limit
For the HubSpot Smart CRM, if you only use our Free Services, the Smart CRM Email Send
Limit is equal to a maximum of two-thousand (2,000) emails per calendar month (the "HubSpot
Smart CRM Email Sent Limit").
If you reach your HubSpot Smart CRM Email Send Limit, you will not be able to send any moreemails until the start of the next calendar month, including emails pre-scheduled to go out after

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reaching the HubSpot Smart CRM Email Send Limit. Kick-back emails from form conversion will
not be interrupted. You may not increase your HubSpot Smart CRM Email Send Limit.
1.3 Limits
You agree to not use the Free Services in any manner that substantially exceeds typical use
projections, including but not limited to storage and bandwidth consumption.
We may change the limits that apply to your use of the HubSpot Smart CRM or Free Services at
any time in our sole discretion without notice to you, regardless of whether or not these are usedin conjunction with other Subscription Services for which you pay us a fee.
1.4 Modifications
We may make changes to the HubSpot Smart CRM or Free Services that materially reduce thefunctionality provided to you during the Subscription Term.
1.5 Non-Renewal Notice Period
To discontinue Free Services under this Agreement, you or we may close your account inaccordance with the General Terms.
1.6 Retrieval of Customer Data.
If you want to export Customer Data during your Subscription Term, you can retrieve Customer
Data by following the instructions at the following knowledge base articles: "Export your Content
and Data"; "Export your Records"; "Export your Ad Performance Data"; "Export your Marketing
Email Performance Data"; "Perform a permanent delete in HubSpot.”
If you need help retrieving your Customer Data during the Subscription Term, we will provide
reasonable assistance to you, at your cost, and in accordance with the ‘Confidentiality’ sectionof the General Terms.
We strongly recommend retrieving your Customer Data prior to the end of your Subscription
Term; for the HubSpot Smart CRM and Free Services, we will not provide you with any accessto Customer Data after termination or expiration of your Subscription Term.
1.7 Unified Database.
By using HubSpot Smart CRM with other parts of the Subscription Service, you understand that
all Contact Information will be stored in a unified database of Contacts associated with yoursubscription, and that all workflows you use will pull from this unified list of Contacts.
While there’s no charge for Contacts in HubSpot Smart CRM, if you subscribe to our Marketing
Hub Professional or Marketing Hub Enterprise, you will be charged for Marketing Contacts aspart of your fee for those products, even if they are added through HubSpot Smart CRM andwhether or not there is an email address associated with a Marketing Contact.
For more information on the fees for Marketing Hub Professional or Marketing Hub Enterprise
Subscription Services, please refer to the Products and Services Catalog.

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2. HUBSPOT SEATS
Introduced in March 2024, HubSpot Seats provides simpler access to HubSpot Subscription
Services with user-based pricing options. A “Seat” is the manner and level of access yourUsers have to the Subscription Services. We offer different types of seats based on what
Subscription Services you purchase, as further described in the Product and Services Catalog.
2.1 Existing Customers. If you are an existing customer, not yet migrated to the new Seatsmodel, the way you are billed for your Subscription Services will remain unchanged until wesend you advance notice of your migration plan (“Legacy Access Model”). Customers with
Legacy Access Model pricing to Sales Hub and Service Hub Subscription Services will continue
to be charged fees associated with Users as set forth in your Order Form (“PaidUsers”). Customers on the Legacy Access Model can continue to manage all Users based on
information available in the “HubSpot user permissions guide” knowledge base article.
2.2 Free Services. Any customers using only Free Services are limited to five (5) Users. These
Users for Free Services are different from Seats under the HubSpot Seats model because Free
Services do not support Seats. Any Customers using only Free Services who need to increase
the number of additional Users may upgrade to paid services (i.e., Starter, Professional, orEnterprise) for access to HubSpot Subscription Services with the Seat model.
2.3 New Customers. New customers will automatically be included in the HubSpot Seats model
as further described in the Product and Services Catalog and the following ‘Managing Seats andUsers’ section.
2.3.1 Managing Seats and Users.
(i) Dedicated Users. Each Seat is dedicated to one User, and each HubSpot account musthave at least one Seat.
(ii) Updating Seats and Users. You may change the User assigned to each Seat at any time
during the Subscription Term. Users may not share Seats or log-in information; as required in
the Agreement, each User must have unique user identifications and passwords. Additional
information on managing Users is available in the “HubSpot user permissions guide” knowledge
base article.
(iii) Adding New Users. When adding new Users to the Subscription Services, Starter,
Professional, and Enterprise tier platforms will prompt customers to assign a Seat, if one isavailable; Users added to the Subscription Services, but not to a paid Seat, will be automaticallyassigned to a View-Only Seat.
(iv) Adding Seats. Customers with Starter, Professional or Enterprise Subscription Services
may purchase additional Core Seats at any time. Customers with Professional and Enterprise
Subscription Services may purchase additional Sales Seats or Services Seats at any time.
Starter Customers can access Sales Hub or Service Hub through the Core Seat (Starter), as
detailed in the Core Seat (Starter) description of the Product & Services Catalog.
(v) Removing Added Seats at Renewal. You may remove added Seats (i.e., Seats not included
with your purchase of other Subscription Services) by first unassigning the User from the Seat,then removing it from your renewal; the change will be effective as of your next renewal date if
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you sign a new Order Form at renewal. Additionally, if you downgrade subscription tiers aspermitted under the Agreement at renewal, you will lose access to the seats associated withyour previous subscription.
(vi) Removing Partner Seats. You can remove Partner Seats at any time with no impact on yourrenewal. Customers are encouraged to review and update Partner Seats on a regular basis.
3. MARKETING HUB (WITH MARKETING CONTACTS)
In October 2020, HubSpot introduced a new contacts pricing model for Marketing Hub called“Marketing Contacts.” Customers who purchase one of our Marketing Contacts Products(defined below) will only pay for the contacts to which they want to send marketing emails andtarget ads, and they can store up to fifteen million total Contacts (Non-Marketing Contacts andMarketing Contacts) for free.
The Marketing Contacts pricing model will be available to all new Marketing Hub customers on
October 21, 2020. If you purchase any of our Marketing Contacts Products, the Marketing Hub
terms in this section will apply to your subscription.
Existing Marketing Hub customers with legacy contacts pricing will have the option on renewal
to either (i) renew their existing Marketing Hub subscription or (ii) switch to the new Marketing
Contacts pricing model when it is made available.
If you’re an existing Marketing Hub customer and you decide to remain on your existing
contacts pricing model, the Legacy Marketing Hub terms available athttps://legal.hubspot.com/marketing-hub-legacy-terms apply to your subscription instead.
3.1 Marketing Hub (with Marketing Contacts)
The terms in this section apply to any purchase of the following products: Marketing Contacts
Products as defined below.
3.1.1 Definitions“Marketing Contacts” means Contacts that are able to receive marketing emails and be targetedwith ads, and are designated as Marketing Contacts in your HubSpot account.
“Marketing Contacts Products” means● Marketing Hub Starter - Marketing Contacts;● Marketing Hub Professional - Marketing Contacts; and● Marketing Hub Enterprise - Marketing Contacts;
as further described in the Products and Services Catalog, and including any additional
Marketing Contacts that you may purchase with the above products (such as Starter Marketing
Contacts, Professional Marketing Contacts, and Enterprise Marketing Contacts). Details of Your
Marketing Contacts subscription will be set out on your Order Form.
"Maximum Contacts" means the maximum number of Marketing Contacts you are permitted touse with the Subscription Service as identified in your Order Form, plus any Marketing Contacts
added as part of an upgrade.
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“Non-Marketing Contacts” means Contacts that are not designated as marketing-eligible by you
in your HubSpot account. You cannot target Non-Marketing Contacts with marketing emails or
ads.
Terms not otherwise defined here will have the meaning as set out in the General Terms
available at https://legal.hubspot.com/terms-of-service.
3.1.2 Marketing Contacts Products Email Send Limit
You can find information regarding Subscription Fees, Tier Pricing, Email Send Limits, and morein the Product & Services Catalog.
If you reach your Email Send Limit, you may not be able to send any more emails. You may
increase your Email Send Limit by upgrading your Marketing Contacts edition or by purchasinga ‘Dedicated IP Add-on’ which includes unlimited email sends, in which case your fee will
increase during the course of a Billing Period as described in the ‘Fee Adjustments’ section
below.
3.1.3 Marketing Contacts Products Subscription Fees
The Subscription Fee for Marketing Contacts Products will remain fixed during the Current Term
unless you:(i) exceed your Maximum Contacts or other applicable limits set out on the Products andServices Catalog,(ii) upgrade products or base packages,(iii) subscribe to additional features or products, including additional Marketing Contacts, or(iv) unless otherwise agreed to in the Order Form.
For our Marketing Contacts Products, once increased, your Subscription Fee will not decrease,even if there is a subsequent reduction in the number of Marketing Contacts or emails sent.
Your Subscription Fee will not increase if you add Contacts which are not designated as
Marketing Contacts by you in your account.
You can learn more about how your fees may be otherwise adjusted in the remainder of this'Fees Adjustments' section below.
3.1.4. Fee Adjustments
3.1.4.1 Contact Tiers. Your Subscription Fee will increase immediately during the course of a
Billing Period if you exceed your Maximum Contacts limit in a Billing Period. In this case, theSubscription Fee will increase up to the tier price which corresponds with the number ofMarketing Contacts and your invoice will increase by the corresponding prorated amount for theremainder of your Current Term. Tier prices for Marketing Contacts Products are as set out in
the Products and Services Catalog. You will receive an electronic notification (as described in
the Notices section of our General Terms) if you’re approaching your Marketing Contact tierlimit.
You may manage your Marketing Contacts to avoid an increase in your Subscription Fee as set
out in the ‘Managing Your Marketing Contacts’ section below.

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3.1.4.2 Other Fee Adjustments. For detail on renewal pricing, see the ‘Fees’ section of theGeneral Terms. We may choose to decrease your fees upon written notice to you.
3.1.5 Managing Your Marketing Contacts
When you purchase a Marketing Contacts Product, you’ll have the opportunity to select whichcontacts you’d like to designate as Marketing Contacts, and which you want to designate as
Non-Marketing Contacts. We also recommend reviewing the designation of your Contacts
regularly to avoid an unintended Contact tier upgrade fee. All Users have permission to makeContact designations in your HubSpot account unless their right to do so is limited by you in the‘Users and Teams’ settings.
If you’re switching from one of our Marketing Hub Products with legacy contacts pricing to oneof our Marketing Contacts Products, all Contacts will be designated Marketing Contacts bydefault. We strongly recommend you complete the Eligibility Flow tool to designate your NonMarketing Contacts before you switch to avoid an unintended Contact tier upgrade fee which
will apply immediately and cannot be refunded.
We will monitor or audit remotely the number of Marketing Contacts in the Subscription Service
and the number of emails that you send on the Subscription Service. This information is also
made available to you in your HubSpot account.
You can change your Contacts from Non-Marketing to Marketing Contacts at any time. We
allow you to designate Marketing Contacts as Non-Marketing’ Contacts at any time, butchanges in designations to Non-Marketing will not take effect until the first day of the next monthor on your subscription renewal date, whichever comes first.
3.1.6 Limits
For all Marketing Contacts Products and paid Add-Ons to those products, we may change thelimits that apply to you at any time in our sole discretion by updating the Products and Services
Catalog.
Please refer to the Products and Services Catalog and your Order Form for details of any
additional limits that apply to your Marketing Contacts Product subscription.
3.1.7 Downgrades
For our Marketing Contacts Products, you may designate your contacts as Non-Marketing at
any time (as described in the ‘Managing your Marketing Contacts’ section above), but you can
only downgrade your contact tier at your next renewal date upon signature of a new Order
Form. In order to avoid additional charges, you should purchase the appropriate tier ofSubscription Service for your anticipated needs.
3.1.8 Modifications
We will not make changes to the Marketing Hub Professional – Marketing Contacts, Marketing
Hub Enterprise – Marketing Contacts and paid Add-Ons to these products that materially reduce
the functionality provided to you during the Subscription Term.

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We may make changes to our Marketing Hub Starter – Marketing Contacts and Add-Ons to that
Subscription Service that materially reduce the functionality provided to you during the
Subscription Term.
3.1.9 Notice of Non-Renewal
Unless otherwise specified in your Order Form, to prevent renewal of your Marketing Hub with
Marketing Contacts subscription or paid Add-Ons to Marketing Hub with Marketing Contacts,
you or we must give written notice of non-renewal and this written notice must be received
before the next renewal period begins.
3.1.10 Retrieval of Customer Data.
For Marketing Hub Professional - Marketing Contacts and for Marketing Hub Enterprise Marketing Contacts, if you make a written request within thirty (30) days after termination or
expiration of your subscription, we will provide you with temporary access to the Subscription
Service to retrieve, or we will provide you with copies of, all Customer Data then in ourpossession or control. If we provide you with temporary access to the account, we may charge a
re-activation fee. Thirty (30) days after termination or expiration of your Subscription, we will
have no obligation to maintain or provide you the Customer Data. We will delete all Customer
Data in our systems or otherwise in our control unless (i) we are legally prohibited or (ii) save as
set out in the ‘Deletion or Return of Personal Data’ section of the DPA, then such Personal Data
will be Processed in accordance with our DPA.
For Marketing Hub Starter - Marketing Contacts, if you want to export Customer Data during
your Subscription Term, you can retrieve Customer Data by following the instructions at thefollowing knowledge base articles: "Export your Content and Data"; "Export your Records";"Export your Ad Performance Data"; "Export your Marketing Email Performance Data";"Perform a permanent delete in HubSpot.”
We will provide reasonable assistance to you, at your cost, if you require any assistance toretrieve your Customer Data during the Subscription Term, and in accordance with the‘Confidentiality’ section of the General Terms.
3.1.11 Legacy Marketing Hub Products
Notwithstanding anything to the contrary in the ‘Legacy’ section of the HubSpot General Terms,
once you've purchased a Marketing Contacts Product, you cannot choose to re-purchase theMarketing Hub product with legacy contacts pricing, which bills differently for Contacts, even if
it's still listed in our Products and Services Catalog.
If you use one of our other legacy Marketing Hub Subscription Services that is not listed in the
Product Specific Terms, then the Legacy Marketing Hub terms apply to your subscription.
3.1.12 Brand Domains
In order to host multiple root domains associated with your company in a single HubSpot
account, you must purchase a subscription to the Marketing Hub Enterprise - Marketing
Contacts Subscription Service with the Brand Domain Subscription Service. A root domain isconsidered to be a different domain name that immediately precedes the top-level domain
indicator. For example, www.hubspot.com and www.inbound.com are considered separate root
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domains, whereas www.hubspot.com and blog.hubspot.com or www.hubspot.fr are notconsidered separate root domains.
3.2 Ad Conversions
By using the Google Enhanced Conversions feature, one of the ad conversion tools offered by
HubSpot, you authorize us to provide necessary data to Google in order to make thisfunctionality available to you; you also agree to comply with Google’s Customer Data Policies
available at https://support.google.com/adspolicy/answer/7475709?hl=en&ref_topic=7012636.
3.3 YouTube Integration
The Subscription Service uses YouTube API services. Your use of HubSpot’s YouTube
integration account is remains subject to the YouTube Terms of Service available athttps://www.youtube.com/t/terms and the Google Privacy Policy available at
http://www.google.com/policies/privacy.
4. COMMERCE HUB
Customers can use Commerce Hub to create a payment experience with their buyers.
If you use Commerce Hub, which includes many features detailed in the Product and Services
Catalog, you may also select a payment processing option to collect payments from yourbuyers.
If you use Stripe payment processing as your payment processing option, please note that
Stripe payment processing is an additional service available, subject to the ‘Commerce Hub
Platform Fees and Payment’ section and the Stripe Payment Processing Terms available athttps://legal.hubspot.com/stripe-payment-processing-terms.
If you use HubSpot payments as your payment processing option, please note that HubSpot
payments is subject to the ‘Commerce Hub Fees and Payment’ section and the HubSpot
Payments Terms of Use available at https://legal.hubspot.com/payments-terms-of-use.
However, HubSpot payments is not a Subscription Service governed by our General Terms.
4.1 Commerce Hub Fees and Payment.
Since Commerce Hub is related to payment processing, your payments for Commerce Hub are
based on a per-transaction basis rather than a subscription basis. Therefore, HubSpot does notcollect Subscription Fees for Commerce Hub, and Commerce Hub will not be included in an
Order Form. Instead of the ‘Fees’ section of the General Terms, this section and the linked
terms included here describe the fees related to Commerce Hub, which excludes any
Subscription Fees.
As it relates to Commerce Hub, a “Payment Processor” is a separate entity not affiliated with
HubSpot, which provides its own technical services and processing of payments to you. The
current Payment Processor for Commerce Hub is Stripe, Inc. (“Stripe”). For clarification, in eachtransaction enabled by Commerce Hub, HubSpot is not processing payments, and Stripe as
Payment Processor provides those services directly to you.
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If you choose to use Commerce Hub to create a payment experience, you agree to pay a usebased fee, as shown in the Product and Services Catalog, for each transaction processed with
the Payment Processor (a “Platform Fee”) which will be collected from you by the Payment
Processor, in addition to other fees applicable to Commerce Hub as detailed in the Product andServices Catalog. We reserve the right to change the Platform Fee and Processing Fees at any
time, and will provide you with at least thirty (30) days’ prior notice of any increase, which may
be given by email, in your HubSpot Account, or through any other means we reasonably
determine.
4.2 Limits
Limits for Commerce Hub tools align with the limits that apply for those tools under yourSubscription Services. For example, while e-signatures are packaged under Commerce Hub,
they require a Sales Hub subscription and any limits outlined under Sales Hub will apply here
too. Please refer to the Product and Services Catalog and your Order Form for details of any
additional limits that apply to your use of Commerce Hub.
4.3 Modifications
We may make changes to Commerce Hub features that materially reduce the functionality
provided to you during the Subscription Term.
5. OTHER HUBS
The terms in this Section apply to any purchase of our other Hub Subscription Services at any
tier, and each is described further in our Products and Services Catalog.
As a reminder, if your Subscription Service includes Marketing Hub with Marketing Contacts, the‘Marketing Hub (with Marketing Contacts)’ section also applies; or if your Subscription Service
reflected in your Order From includes our legacy Marketing Hub, the Legacy Marketing Hub
terms apply.
5.1 Subscription Fees
The Subscription Fee for the Subscription Services will remain fixed during the Current Term
unless you:(i) exceed applicable limits (see the ‘Limits’ section below),(ii) upgrade Subscription Services or base packages,(iii) subscribe to additional features or Subscription Services, or(iv) unless otherwise agreed to in the Order Form.
5.2 Fee Adjustments
For details on renewal pricing, see the ‘Fees’ section of our General Terms.
5.3 Limits
For our Subscription Services and paid Add-Ons, we may change the limits that apply to you at
any time in our sole discretion.
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Please refer to the Products and Services Catalog and your Order Form for details of any
additional limits that apply to your Subscription Services.
5.4 Downgrades
You may downgrade your Subscription Services at your next renewal date if you complete a
new Order Form.
5.5 Modifications
We may make changes to the Subscription Services and Add-Ons that materially reduce thefunctionality provided to you during the Subscription Term.
5.6 Non-Renewal Notice Period.
Unless otherwise specified in your Order Form, to prevent renewal of your Subscription
Services or paid Add-Ons, you or we must give written notice of non-renewal, which must be
received before the next renewal period begins.
5.7 Retrieval of Customer Data.
If you want to retain or export Customer Data during your Subscription Term, you can retrieve
Customer Data by following the instructions at the following knowledge base articles: "Export
your Content and Data"; "Export your Records"; "Export your Ad Performance Data"; "Export
your Marketing Email Performance Data"; "Perform a permanent delete in HubSpot.”
We will provide reasonable assistance to you, at your cost, if you require any assistance toretrieve your Customer Data during the Subscription Term, and in accordance with the‘Confidentiality’ section of the Terms of Services.
We strongly recommend retrieving your Customer Data prior to the end of your Subscription
Term; for the other Hub Subscription Services, we will not provide you with any access to
Customer Data after termination or expiration of your Subscription Term.
5.8 Sales Hub
The terms in this Section also apply to any purchase of Sales Hub:5.8.1 Documents. Files that you upload using the ‘Documents’ feature are stored by us andshared with other users of your HubSpot Smart CRM team.
5.8.2 Sales Extension Uninstall. The Sales Extension for Google Chrome and Outlook may
leave remnants of application settings and log files on your device even after the Sales
Extension has been uninstalled. For more information on how to uninstall the Sales Extension,please refer to this knowledge base article at https://knowledge.hubspot.com/emailtracking/how-do-i-uninstall-hubspot-sales.
5.8.3 Revenue Reporting Tools. Revenue reporting tools provided as part of the Subscription
Service are not intended to be used as systems of record for financial, tax, employee

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commission, or other regulatory compliance or reporting. You are responsible for ensuring theaccuracy or reports derived using the revenue reporting tools.
5.8.4 E-signature. The e-signature feature provided as part of the Subscription Service allows
you to obtain electronic signatures on documents. We strongly encourage you to takeappropriate measures to secure, store and backup your important documents.
5.9 Operations Hub
The terms in this Section also apply to any purchase of Operations Hub:
You are responsible for ensuring the completeness, accuracy and configuration of all Customer
Data transferred using the Operations Hub data sync feature. You are also responsible for
ensuring you have all necessary licenses and consents to share two-way and historical
Customer Data synching features described in the Product and Services Catalog.
6. OTHER SERVICES
6.1 Consulting Services
You may purchase Consulting Services by placing an Order with us. Unless we otherwise
agree, the Consulting Services we provide are described in the Product and Services Catalog
and will be delivered in English. Fees for these Consulting Services are in addition to yourSubscription Fee. If you purchase Consulting Services that recur, they will be considered part ofyour subscription and will renew in accordance with your subscription.
6.1.1 Location. All Consulting Services are performed remotely, unless you and we otherwise
agree. For Consulting Services performed on-site, you will reimburse us our reasonable costs
for all expenses incurred in connection with the Consulting Services. Any invoices or otherrequests for reimbursements will be due and payable within thirty (30) days of the date of theinvoice.
6.1.2 Delivery. If there are a specific number of hours included in the Consulting Services
purchased, those hours will expire as indicated in the applicable description, which expiration
period will commence upon purchase (the “Expiration Period”).
If there are deliverables included in the Consulting Services purchased, it is estimated thatthose deliverables will be completed within the time period indicated as the delivery period in theapplicable description, which delivery period will commence upon purchase (the “Delivery
Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundredand eighty (180) days from purchase.
If the Consulting Services provided are not complete at the end of the Delivery Period due toyour failure to make the necessary resources available to us or to perform your obligations,such Consulting Services will be deemed to be complete at the end of the Delivery Period. If theConsulting Services provided are not complete at the end of the Delivery Period due to our
failure to make the necessary resources available to you or to perform our obligations, theDelivery Period will be extended to allow us to complete such Consulting Services.

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6.1.3 Third Party Providers. We might provide some or all elements of the Consulting Services
through third party service providers. Consulting Services are non-cancellable and all fees for
Consulting Services are non-refundable.
6.2 Communication Services. "Communication Services" means third-party forums, online
communities, blogs, personal web pages, calendars, and/or other social media communication
facilities (such as Facebook, Twitter and LinkedIn) linked to or from the Subscription Service
that enable you to communicate with the public or with a private group. If you use theWhatsApp Business Messenger, this section applies to you, in addition to the WhatsApp
Business Messenger terms below.
You agree to use Communication Services only in compliance with any terms of use specified
by each Communication Service. We do not control the content, messages or information foundin the Communication Services. We will not have any liability with regards to the Communication
Services and any actions resulting from your use of the Communication Services.
6.3 HubSpot Directory and Community. If you use the HubSpot Directory (as defined in the
HubSpot Marketplace Terms of Use), you agree to comply with the HubSpot Marketplace Termsof Use available at https://legal.hubspot.com/marketplace-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.
6.4 HubSpot Academy. We may offer educational seminars or certifications through HubSpot
Academy. The descriptions of these educational seminars and certifications, and the terms andconditions that apply to your participation in HubSpot Academy, are available at
http://academy.hubspot.com/. By participating in a HubSpot Academy educational seminar or
certification, you agree to abide by the applicable terms and conditions for HubSpot Academy.
6.5 HubSpot Insights and Enrichment Data.
HubSpot Insights is a database of company information that HubSpot gathers from public andthird party sources. It is updated in real-time as we get new information.
“Enrichment Data” means the company level information we make available to you as part of
the HubSpot Insights database. Enrichment Data does not include Personal Data. We do not
use Customer Data to populate Enrichment Data. You’ll recognize Enrichment Data in the
HubSpot Smart CRM because it is flagged with a grey information icon (or highlighted in someother way), which on hover, identifies the property as being filled from HubSpot’s Insights
database. These properties may include information such as company name, company location,and company address.
If we make Enrichment Data available to you, then you may only use that Enrichment Data inconnection with your use of the Subscription Service. We may change what Enrichment Data
we provide, or discontinue providing Enrichment Data at any time with or without notice to you.
6.6 Calling.
You agree to comply with all applicable laws, rules and regulations when using HubSpot’s
calling tool. Your use of the calling tool within the Subscription Services is limited to the numberof minutes included in your Subscription Service. We do not guarantee the availability of ourcalling feature in any or all geographical areas. If you are interested in obtaining a list of
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countries to which we currently offer outbound calling, please contact our Support team. We
may update this list at any time without notice to you. We may also disable your ability, or
charge you a fee, to make calls to certain countries if we choose to, even if we generally offer
calling to these countries. One reason we may do this is if you are making a disproportionate orexcessive number of calls to these countries.
Please note, we do not guarantee the availability of this feature in any or all geographical areas
where calling is offered. Your use of this feature may, from time to time, be affected by full or
partial outages.
6.7 Call Recording.
You agree to comply with all applicable laws, rules and regulations relating to the recording ofphone calls or other electronic communications. You also agree to obtain proper consent torecord phone calls prior to making any recordings as required by applicable law. While the
HubSpot call recording tool includes features to help you comply with call recording laws, we
make no representation or warranty with respect to these features. You may use this tool torecord your calls or to import call recordings from another source. You agree to be responsible
for any content and communications exchanged on calls. You represent and warrant that you
have obtained all necessary rights to share such content and communications with us and allow
us to process and use them to provide the Subscription Service to you.
6.8. Texting
You are responsible for all compliance obligations related to applicable laws, rules andregulations relating to texting communications (also known as SMS texting) when using the
Subscription Services. For the avoidance of doubt, you are responsible for your compliancewith regulations and carrier requirements, including those relating to marketing and data
privacy; in the event your messaging carrier assess a penalty associated with your account or
related to your use of the Subscription Services, your invoice will reflect any applicable thirdparty carrier penalties as a pass through cost. You may work with your carrier directly todispute any penalties. For your convenience, you can find additional information in the "Set up
SMS messaging in HubSpot" knowledge base article.
Please note, we do not guarantee the availability of this feature in any or all geographical areas
where this functionality is offered. Your use of this feature may, from time to time, be affected byfull or partial outages.
To use SMS for Marketers, a Contact must be set as a Marketing Contact before being eligible
to receive an SMS.
6.9 WhatsApp Integration.
The terms in this Section apply to your use of our WhatsApp integration by connecting yourWhatsApp Business account to HubSpot. If you connect your WhatsApp Business account to
HubSpot, you also agree to WhatsApp’s Business Solution Terms available athttps://www.whatsapp.com/legal/business-solution-terms/.
If you connect your WhatsApp Business account to HubSpot, (i) you agree that Meta Platforms,
Inc. (“Meta”) will function as a Sub-Processor under the DPA, and (ii) if your Customer Data is
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hosted outside of the United States, you agree Meta will be an Exclusion as detailed in the
HubSpot Regional Data Hosting Policy available at https://legal.hubspot.com/hubspot-regionaldata-hosting-policy.
Please note, we do not guarantee the availability of this feature in any or all geographical areas
where WhatsApp is offered. Your use of this feature may, from time to time, be affected by fullor partial outages caused by WhatsApp and/or Meta. While we do not assume any responsibility
for the results of these outages, we will investigate them in a timely manner to the extent
feasible. HubSpot may notify you of these outages at its sole discretion, but is not obligated to
do so.
6.10 Beta Services.
If we make beta access to some or all of the Subscription Service (the “Beta Services”)
available to you (i) the Beta Services are provided “as is” and without warranty of any kind, (ii)
we may suspend, limit, or terminate the Beta Services for any reason at any time without notice,and (iii) we will not be liable to you for damages of any kind, except in respect of losses thatcannot be legally limited or excluded under law, related to your use of the Beta Services. For all
Beta Services, the HubSpot Beta Terms available at https://legal.hubspot.com/hubspot-betaterms also apply. If we inform you of additional terms and conditions that apply to your use of
the Beta Services, those will apply as well. We might require your participation to be
confidential, and we might also require you to provide feedback to us about your use of the Beta
Services. You agree that we own all rights to use and incorporate your feedback into ourservices and products, without payment or attribution to you.
6.11 Third Party Sites and Products.
You can choose to integrate Third Party Sites and Products with the Subscription Service. We
are not responsible for any Third-Party Sites and Products or for any issues arising from orrelated to the Third Party Site or Product. The availability of any integration to a Third-Party Site
or Product does not mean we endorse, support or warrant the Third-Party Site or Product.
7. AI PRODUCTS
We may offer products, features, or tools as part of the Subscription Services that are poweredby artificial intelligence, machine learning, or similar technologies (collectively, "AI Products").
The terms in this section govern your use of the AI Products within the Subscription Services.
They do not apply to the use of any Third-Party Products or Third-Party Sites that are poweredby artificial intelligence, machine learning, or similar technologies.
The AI Products may be provided to you as a Beta Service, and if so, the HubSpot Beta Terms
also apply. Some of the AI Products in your account may be toggled on or off by default; youcan adjust these settings at any time in your account. Additional information is available in the
HubSpot Knowledge Base and the HubSpot AI Products FAQ available athttps://legal.hubspot.com/pst-ai-faq, which is not incorporated into the Agreement but provided
for your reference.
7.1 Input and Output
You are responsible for any text, images, or other content you upload or submit to the AI
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Products (“Input”) as well as the text, images, or other content generated by the AI Products
based on your Input (“Output”). You will ensure that your use of the AI Products, including Input
and Output, complies with our Agreement and with applicable law. You acknowledge that (i)although Input may be Customer Data or Customer Materials, you should not include any
information in your Input that you’re restricted from using or sharing (for example, third party
confidential information); (ii) Output will not be Confidential Information (except to the extent it is
Customer Data); and (iii) Output may not be accurate or reliable, and you should independently
review all Output before using or sharing it.
7.2 Ownership and Rights
Between you and HubSpot, you retain all rights you may have to use and exploit your Output
and we retain all ownership in and to the AI Products, including but not limited to all algorithms
or models and aggregated results of developing AI Products. This means you can use your
Output for any lawful purpose, including commercial purposes such as sale or publication.
You acknowledge that Output may not be unique across users and that the AI Products may
generate the same or similar Output for you or a third party. For example, you may provide Input
into an AI Product such as “What color is the sky?” and receive responses such as “The sky isblue.” These responses are not unique to you and you may not claim ownership in them.
7.3 AI Service Providers
We provide some elements of the AI Products through third party service providers (“AI Service
Providers”). You acknowledge that your Input and Output, including Customer Data, will beshared with and processed by our AI Service Providers, to enable your use of our AI Products,
for content moderation, and other business purposes consistent with this Agreement.
You may not use the AI Products in a manner that violates any terms or policy of any AI Service
Provider.
7.4 Availability and Modifications
We do not guarantee the availability of the AI Products in any or all geographical areas.
Notwithstanding anything to the contrary in this Agreement, any production downtime impacting
the AI Products that results from a failure of a third party service provider will not be included in
the Service Uptime Commitment.
Notwithstanding anything to the contrary in our Terms of Service or these Product SpecificTerms, we may make changes to the AI Products that materially reduce the functionality
provided to you during the Subscription Term or change the limits that apply to you at any timein our sole discretion.
8. SERVICE UPTIME COMMITMENT
8.1 For the purposes of this 'Service Uptime Commitment' section, the following definitions will
apply:"Downtime" means a critical full outage/severe issue that constitutes a catastrophic
problem causing complete inability to use the Subscription Service, excluding Free
Services, across a significant portion of the production environment (e.g. crash or hang),
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resulting in production downtime and where there is no workaround or solution to the
problem.
"Excluded" means the following: (i) unavailability caused by circumstances beyond ourreasonable control, including, without limitation, act of God, acts of government,
emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or otherlabor problems (other than those involving our employees), or any other force majeure
event or factors; (ii) any problems resulting from Customer's combining or merging the
Subscription Service with any hardware or software not supplied by us or not identified
by us in writing as compatible with the Subscription Service; (iii) interruptions or delays inproviding the Subscription Service resulting from telecommunications or internet service
provider failures outside of our data center as measured by our third party website
availability monitoring provider; (iv) any interruption or unavailability resulting from themisuse, improper use, alteration, or damage of the Subscription Service; and (v)unavailability while we perform maintenance on the Subscription Service whennecessary, in HubSpot’s sole, reasonable discretion.
"Service Uptime" means (total hours in calendar month - Excluded duration - Downtime
duration) / (total hours in calendar month - Excluded duration ) x 100% = Service
Uptime.
8.2 We will use commercially reasonable efforts to meet a Service Uptime of 99.95% for our
Subscription Service in a given calendar month. All availability calculations will be based on oursystem records. Notwithstanding anything to the contrary in this Agreement, as Customer's soleand exclusive remedy for failure to meet Service Uptime commitments, in the event there are
two (2) or more consecutive calendar months during which the Service Uptime falls below
99.95% in a given calendar month, Customer will be entitled to receive a credit equal to the prorated amount of fees applicable to the downtime as measured within two (2) or moreconsecutive calendar months during which the Service Uptime fell below 99.95%. The credit
will be applied against an invoice or charge for the following renewal Subscription Term,provided Customer requests such credit within twenty (20) days of the end of the relevant
calendar month in which HubSpot did not meet the Service Uptime of 99.95%. Notwithstanding
anything to the contrary in the Agreement or this section, this 'Service Uptime Commitment'
section does not apply to our Free Services.
9. CUSTOMER SUPPORT
If you pay us a Subscription Fee for our Starter edition products, your Users with a paid Seatcan select from support options available in-app, at no additional cost. If you pay us a
Subscription Fee for our Professional or Enterprise edition products or if indicated in the Productand Services Catalog, phone and in-app support is included at no additional cost for Users witha paid Seat.
9.1 Phone Support
Phone support for Professional or Enterprise edition subscriptions is available from 8pm Sunday
to 8pm Friday EST (Eastern Standard Time). Please note, these hours may be reduced fromtime to time, including i) during recognized holidays in applicable HubSpot entity locations; andii) in all locations during HubSpot’s company-wide designated week of rest. We accept email
and in-app support questions 24 hours per day x 7 days per week. Email and in-app questions

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can be submitted through the help widget in the lower right hand corner of your account or bygoing to our help page at http://help.hubspot.com.
9.2 Email and In-app Support
Email and in-app responses are provided during phone support hours only. We attempt to
respond to email and in-app support questions within one business day; in practice, our
responses are generally even faster. We do not promise or guarantee any specific response
time. We may limit or deny your access to support if we determine, in our reasonablediscretion, that you are acting, or have acted, in a way that results or has resulted in misuse of
support or abuse of HubSpot representatives.
9.3 Support Limitations
Issues resulting from your use of API's or your modifications to code in the Subscription Service
may be outside the scope of support. We will only provide support for integrations which arelisted in-app as being supported by HubSpot.
9.4 Free Services
If you do not pay a Subscription Fee, support is available to you through the HubSpot
Community available at community.hubspot.com.
Similarly, if you have a View-Only Seat, you may contact your internal HubSpot accountadministrator for access to a paid Seat, or you may leverage the support available through the
HubSpot Community available at community.hubspot.com.

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Jurisdiction Specific Terms
Last modified June 4, 2024
Depending on your location, some of these Jurisdiction-Specific Terms will apply to you. They
form part of the HubSpot Customer Terms of Service (the “TOS”) and are hereby incorporated
as part of the Agreement.
We periodically update this page by posting a revised copy athttps://legal.hubspot.com/jurisdiction-specific-terms, so please check back here for current
information. If you’re looking for definitions of the terms used here, you can find them in the
General Terms available at https://legal.hubspot.com/terms-of-service.
1. CONTRACTING ENTITY; APPLICABLE LAW; ADDITIONAL TERMS. 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 thisAgreement, (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 table below. For this Agreement, ‘Customer Location’ means your shipping or
physical address.
Customer Location

HubSpot
Address forContracting Notices:
Entity:Governing Law,
without reference
to conflicts of law
principles andJurisdiction:

North America orSouth America

HubSpot,
Inc.

HubSpot,
Inc., Two
Canal Park,
Cambridge,
MA 02141,
U.S.A.,
Attention:
GeneralCounselLaws of the
N/ACommonwealth of
Massachusetts,
U.S.A. with
exclusive jurisdictionin the courts of
Boston,Massachusetts,
U.S.A

CanadaHubSpot
Canada Inc.

HubSpot,
Inc., Two
Canal Park,
Cambridge,
MA 02141,
U.S.A.,
Attention:
GeneralCounselLaws of Ontario,
https://hubspot.co
Canada withm/jst-canada
exclusive jurisdictionin the Toronto
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Additional
Terms
Applicable for
the Customer
Location38

Colombia (but only if
you’re paying yourSubscription Fees inColombian Pesos)

HubSpot
Latin
America
S.A.S.

HubSpot,
Inc., Two
Canal Park,
Cambridge,
MA 02141,
U.S.A.,
Attention:
GeneralCounselLaws of Colombia

https://legal.hub
spot.com/jstcolombia

Europe (including
HubSpot
Russia but excluding Ireland
the United Kingdom, Limited
France,Spain, Liechtenstein,
the Netherlands, andthose countries
indicated below as
being part of the
DACH Region), theMiddle East, Africa or
Antarctica

HubSpot
Ireland
Limited,HubSpot
House, One
Sir John
Rogerson's
Quay, Dublin
2, Ireland,
Attention:
Legal, (withcopy to
HubSpot,
Inc.)

Laws of the
Republic of Irelandwith exclusive
jurisdiction in the
courts of Ireland

https://legal.hub
spot.com/jsteurope

Germany, Austria or
Switzerland(collectively, the“DACH Region”) orin Liechtenstein

HubSpot
GermanyGmbH

HubSpot
Ireland
Limited,HubSpot
House, One
Sir John
Rogerson's
Quay, Dublin
2, Ireland,
Attention:
Legal, (withcopy to
HubSpot,
Inc.)

Laws of Germany

https://legal.hub
spot.com/jstgermany

FranceHubSpot
FranceS.A.S.

HubSpot
Ireland
Limited,HubSpot
House, One
Sir John
Rogerson's
Quay, Dublin
2, Ireland,
Attention:

Laws of France

https://legal.hub
spot.com/jstfrance

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Legal, (withcopy to
HubSpot,
Inc.)
Spain

HubSpot
Spain, S.L.

HubSpot
Ireland
Limited,HubSpot
House, One
Sir John
Rogerson's
Quay, Dublin
2, Ireland,
Attention:
Legal, (withcopy to
HubSpot,
Inc.)

Laws of Spain

The Netherlands

HubSpot
Netherlands
B.V.

HubSpot
Ireland
Limited,HubSpot
House, One
Sir John
Rogerson's
Quay, Dublin
2, Ireland,
Attention:
Legal, (withcopy to
HubSpot,
Inc.)

Laws of The
https://legal.hub
Netherlands withspot.com/jstexclusive jurisdiction netherlandsin the Netherlands
Commercial Court(NCC)

United Kingdom

HubSpot UK HubSpot
Holdings Ltd Ireland
Limited,HubSpot
House, One
Sir John
Rogerson's
Quay, Dublin
2, Ireland,
Attention:
Legal, (withcopy to
HubSpot,Inc.)

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Laws of Englandand Wales

https://legal.hub
spot.com/jstspain

https://legal.hub
spot.com/jstunited-kingdom

40Australia or New
Zealand

HubSpot
HubSpot,
Australia Pty Inc., Two
Ltd
Canal Park,
Cambridge,
MA 02141,
U.S.A.,
Attention:
GeneralCounselLaws of the state of
New South Wales,
Australia

https://legal.hub
spot.com/jstaustralia

Japan

HubSpot
Japan KK

HubSpot,
Inc., Two
Canal Park,
Cambridge,
MA 02141,
U.S.A.,
Attention:
GeneralCounselLaws of Japan

https://legal.hub
spot.com/jstjapan

Asia-Pacific (except
for the geographic
regions alreadyspecifically named
above)

HubSpot
Asia Pte.
Ltd

HubSpot,
Inc., Two
Canal Park,
Cambridge,
MA 02141,
U.S.A.,
Attention:
GeneralCounselLaws of Singapore

https://legal.hub
spot.com/jstasia-pacific

2. OTHER LOCATIONS. If you are located in a geographic region that does not fall into one ofthe designations described in the table, or if you use only the Free Services, then you arecontracting with HubSpot, Inc.

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