Note to copy:
For Customers that would like to receive a pdf copy of the HubSpot Solutions Partner Program
Agreement (HSPPA), we have made this copy available to you. This copy includes the version of
the HSPPA last modified February 1, 2024.
The HSPPA is made available at: https://legal.hubspot.com/solutions-partnerprogramagreement
No changes made to this copy are agreed to by HubSpot, Inc. or its affiliates.
Please note that we update the HSPPA as we describe in the ‘Amendment; No Waiver’ section
below.
If you have any questions, please contact your HubSpot representative.

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HubSpot Solutions Partner Program Agreement
PLEASE READ THIS SOLUTIONS PARTNER PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (the Partner or Provider, together addressed as Participant(s)) andus (HubSpot). It describes how we will work together and other aspects of our business
relationship. It is a legal document so some of the language is necessarily “legalese”, but wehave tried to make it as readable as possible.
This document applies to your participation in our Solutions Partner Program (the “Program”)
either at the Partner level or at the Provider level. Please note that you can only participate in the
Program as either a Provider or a Partner, but not both at a time. These terms are so importantthat we cannot have you participate in our Program unless you agree to them. By participating in
our Program, you are agreeing to these terms.
We periodically update these terms. We might also choose to replace these terms in their entirety
if, for example, the Program ends, or becomes part of another partner program. If we update or
replace the terms, we will let you know via an in-app notification in your portal or by email. If
you don’t agree to the update or replacement, you can choose to terminate as we describe below.
1. Definitions“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is undercommon control with the subject entity. “Control,” for purposes of this definition, means direct
or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Agreement" means this HubSpot Solutions Partner Program Agreement and all materials
referred or linked here. If you are keeping track, the HubSpot Solutions Partner Program
Agreement replaced both the Agency Partner Program Agreement and the Sales Solutions
Partner Program Agreement.
“Confidential Information” means all confidential information disclosed by a party ("Disclosing
Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated asconfidential. Whether or not marked or designated as confidential, Confidential Information shall
include all information concerning: (a) Disclosing Party's customer and prospect information,
including Customer Data and Customer Materials, as defined in the Customer Terms of Service(b) Disclosing Party's past, present or proposed products, marketing plans, engineering and otherdesigns, technical data, business plans, business opportunities, finances, research anddevelopment materials. Confidential Information shall not include any information that (i) is or
becomes generally known to the public without breach of any obligation owed to the Disclosing
Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party
without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party
without breach of any obligation owed to the Disclosing Party, or (iv) was independently
developed by the Receiving Party.

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“Cross Sell” means a limited HubSpot partner program which, at our discretion in eachindividual instance, allows a Partner or Provider to be eligible for Revenue Share on a sale of acomplementary Subscription Service to an existing End User, provided other relevant eligibility
and acceptance and participation criteria stated in Sections 3 and 4 of this Agreement have been
fulfilled. Cross Sell is only available in situations where an End User contracts directly with usfor provision of the HubSpot Products in all original and ensuing transactions. Additionally,
Cross Sell is only available in proposed Qualified Transactions where all involved parties -namely existing Partner(s) or Provider(s), new potential Partner or Provider, and End User -- areeligible to participate, as determined by us in our sole discretion. We will notify Partner orProvider directly when and if they become eligible for Cross Sell. We reserve the right tochange, suspend, limit, or cancel the program, in whole or in part, at any time by notifying theaffected Partner or Provider through email, in-app or by any other reasonable form of notice.
“Customer Terms of Service” means those terms and conditions located at
http://legal.hubspot.com/terms-of-service, as modified from time to time.
“End User” means the authorized actual user of the HubSpot Products or the party on whose
behalf you use the HubSpot Products.
"End User Data" means all information that End User, or you acting on End User’s behalf,
submits or collects via the HubSpot Products and all materials that End User, or you acting on
End User’s behalf, provides or posts, uploads, inputs or submits for public display through the
HubSpot Products.
"HubSpot Content" means all information, data, text, messages, software, sound, music, video,
photographs, graphics, images, and tags that we incorporate into HubSpot Products and all of ourother services.
“HubSpot Products” means both the Subscription Service and Other Products.
“Legitimate Prospect” means a contact, tied to an individual, organisation and/or business entity,
with which you have established a demonstrable business relationship and who you are actively
approaching and are engaging with in a pursuit of a sale. Legitimate Prospect’s information must
be gathered and provided to HubSpot in accordance with not only all applicable laws andregulations, but also with your own privacy policy, which must be made available to allprospects, Customers and HubSpot upon request.
“List Price” means the standard pricing for the Subscription Service as listed at
http://www.hubspot.com/pricing/. We reserve the right to change such pricing at any time.
However, we will not apply any price change to End Users who purchase Subscription Service
within ten (10) days after such price change.
“Net Revenue” means the initial fee, any renewal fees, and any upgrade or downgrade fees thatare actually paid to us by an End User or by Partner or Provider for an End User for the

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Subscription Service. Net Revenue shall: (i) be calculated net of any discounts, taxes payable andsubsequent refunds not due to a contract breach by HubSpot, and (ii) shall exclude any fees for
Other Products.
“Other Products” means those products and services that we offer, which are not included in the
Subscription Service. For the purposes of this Agreement, Other Products includes individualfeatures, tools, and/or services such as HubSpot Payments, all of our legacy sales and marketingproducts, and any implementation, migration, customization, training, consulting, additional
support or other professional services provided by HubSpot, or any third-party products orservices.
“Partner Level Subscription” means either:a) an active subscription to a Professional or Enterprise edition of a Subscription Service,provided that Subscription Service includes a base fee as part of its price structure; orb) an active subscription with a minimum of four (4) seats at Professional or Enterprise levelof a Subscription Service for any seats only price structures. If either the Sales/Service
Professional or Enterprise hubs are the only products purchased, at least one of those
subscriptions must be an active subscription with a minimum of four (4) seats.
For the avoidance of doubt, either one of the above options will qualify as a Partner Level
Subscription.
“Partner Eligibility Requirements” mean you 1) have purchased and maintain the Partner Level
Subscription; 2) have purchased and completed Partner Onboarding (both as described,
published and updated from time to time by HubSpot at https://legal.hubspot.com/hubspotproduct-and-services-catalog); 3) have completed training and/or certification requirements
outlined in the Program Policies; and 4) have met the Gold tier requirements (as provided in thePartner Program Policies) within twenty-four (24) months of becoming a Partner. For the
purposes of this Agreement, the initial commitment to Subscription Service must be at minimum
a twelve (12) month period to fulfill the Subscription Service requirement described in 1) above.
“Program Code of Conduct” means the code of conduct applicable to you as a Partner orProvider which we have published at https://www.hubspot.com/partners/program-codeofconduct. Program Code of Conduct includes the Program Events Code of Conduct,
incorporated therein and published at https://www.hubspot.com/solutions-partner-programevent-code-ofconduct.
“Program Policies” means the policies applicable to you which we have published athttps://www.hubspot.com/partners/solutions-program-policies.
“Provider Eligibility Requirements” mean you 1) have completed an application to become aProvider and you have received a notification within thirty (30) days of submission of yourapplication stating that you have been accepted to participate in the Program as a Provider; 2)have completed certain requirements or certification(s) as communicated to you by us during
your application review process; 3) have completed the eligibility criteria set out in the Program
Policies within thirty (30) days of your acceptance into the Program; and 4) have purchased and
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maintain the Provider Level Subscription. For the purposes of this Agreement, if we do notnotify you that you are accepted to participate in the Program within thirty (30) days from yourapplication, your application is considered to be rejected. Furthermore, failure to complete theeligibility criteria, as described in 1) to 4) above, within thirty (30) days of your acceptance will
result in the immediate termination of this Agreement and you will no longer be able toparticipate in the Program and receive any benefits thereof.
“Provider Level Subscription” means an active subscription to a Starter edition of a
Subscription Service.
“Qualified Subscription Value” means the aggregate amount of Subscription Fees paid or
payable to us by the customers attributable to you via Qualified Transactions and for which
Revenue Share is paid or payable to you. This amount includes all Subscription Fees for
Subscription Services but excludes fees for Other Products, fees for renewals, Consulting
Services and applicable taxes.
“Qualified Transactions” means those transactions that are eligible for a Revenue Share pursuant
to the “Qualified Transactions” section of this Agreement.
“Revenue Share” means a percentage (%) of Net Revenue paid to us by an End User or Partner
for a Qualified Transaction. The percentage % amount of Revenue Share is specified in the
Program Policies. Revenue Share percentage and duration depends on a number of factors,
including 1) the type of Qualified Transaction 2) timing of the Qualified Transaction; and 3)
whether you are a Partner or a Provider.
“Shared Deal” means:a) a deal relating to a prospect, created or registered by you, and reviewed and accepted by
HubSpot (in HubSpot’s absolute discretion) in compliance with Section 4. b) the Creation
and Acceptance of Shared Deals section requirements; orb) a deal relating to a prospect, created by HubSpot, and reviewed and accepted by you incompliance with Section 4, c), the HubSpot Shared Deal section;
and, in each case, you must have a customer-approved proof of involvement (POI)
confirmation link attached to a closed won Shared Deal for that Shared Deal to become a
Qualified Transaction.
“Subscription Service” means our web-based inbound marketing, sales, services, operations andcontent management software that is subscribed to, and developed, operated, and maintained byus, accessible via http://www.hubspot.com or another designated URL, and any add-on productsthat are included with such software, but excluding all Other Products. For avoidance of doubt,
add-on products alone will not be considered Subscription Services.
“User Permissions” means the authorization given to users within a HubSpot portal that enables
them to access specific resources, such as data and applications.
“We”, “us”, “our”, and “HubSpot” means HubSpot, Inc.
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“You” and “Partner” or “Provider” means the party, other than HubSpot, entering into thisAgreement and participating in the Program.
2. Non-Exclusivity
This Agreement does not create an exclusive agreement between you and us. Both you and wewill have the right to recommend similar products and services of third parties and to work withother parties in connection with the design, sale, installation, implementation and use of similar
services and products of third parties.
You can only participate in our Program as either a Partner or a Provider at any one time. Your
acceptance and participation as a Provider does not mean that you will be accepted into our
Program as a Partner. Each level of participation has its own eligibility requirements that must be
met and maintained separately.
3. Partner and Provider Rights and Obligationsa.
Partner and Provider Rights. We grant you, subject to the limitations set forth below, anon-transferable, non-exclusive right to: (i) demonstrate and promote the HubSpot Products toyour prospects and customers, and (ii) to provide End Users access to use the HubSpot Products
in accordance with this Agreement and the Customer Terms of Service, provided that End Users
agreed to the Customer Terms of Service. At our discretion, we will provide limited sales
support to you, such as occasional participation on a call with you and a prospect.
b.
Compliance with Program Policies and the Program Code of Conduct. You will comply
with the terms and conditions of this Agreement at all times, including the Program Policies
applicable to you and the Program Code of Conduct which are incorporated herein by reference.
Specifically, if you are participating in the Program as a Partner, the Program Policies will
include requirements that a Partner must complete in order to qualify for a certain partner tierand may also include further details regarding the requirement for the Partner to purchase certain
products or services to participate in the Program as a Partner. Failure to comply with theProgram Policies, the Program Code of Conduct and the therein incorporated Events Code of
Conduct may result in termination of this Agreement in accordance with the “Termination”
section of this Agreement or in accordance with any other termination or suspension right wemay have.
You will respect the limits that apply to your use of the HubSpot products as specified at
http://www.hubspot.com/pricing/service-limits (the “Service Limits”). We may update orchange these Service Limits, so we encourage you to review this page periodically.
If you use our Application Programming Interfaces (APIs), developer tools, or associatedsoftware, you will comply with our API Terms at http://legal.hubspot.com/api-terms, which areincorporated herein by reference.

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If you use the HubSpot Solutions Directory (as defined in the HubSpot Directory Terms of Use),you agree to comply with the HubSpot Directory Terms of Use available at
http://legal.hubspot.com/directory-tou. If you use the HubSpot Community (as defined in the
HubSpot Community Terms of Use), you agree to comply with the HubSpot Community Termsof Use available at http://legal.hubspot.com/community-tou.
4. Qualified Transactionsa.
Transaction Eligibility Requirements. To be eligible to receive Revenue Share for a
Qualified Transaction, that transaction must be a valid Shared Deal. You are not eligible toreceive a Revenue Share or any other compensation from us based on transactions for Other
Products or based on transactions for any Starter-level Subscription Service alone. Any Starterlevel Subscription Service must be paired with either Professional or Enterprise-level
Subscription Service to be eligible and considered a Qualified Transaction. You are also noteligible to receive a Revenue Share or any other compensation if: (i) such compensation is
disallowed or limited by federal, state or local law or regulation in the United States or the laws
or regulations of your jurisdiction; (ii) the applicable End User objects to or prohibits suchcompensation or excludes such compensation from its payments to us or our Affiliates; (iii) we
determine that you are acting, or have acted, in a way that has or may negatively reflect on oraffect us with respect to a given transaction; (iv) the End User has paid or will pay suchcommissions, referral fees, or other compensation directly to you; (v) the End User participatesin this Program, or (vi) for any transactions with End User that precede in time to you becominga Partner or Provider in this Program under this Agreement. Once a Shared Deal becomes a
Qualified Transaction, the relevant Customer is eligible for other Partners or Providers to sell a
Subscription Service to that Customer (or to sell via a Cross Sell scenario, where theSubscription Service is complementary). In competitive situations with other Partners orProviders, the Partner or Provider who secures the customer-approved proof of involvement(POI) confirmation link will generally convert the Shared Deal into a Qualified Transaction for
their benefit (as determined by us in our sole discretion). You are not eligible to receive Revenue
Share or any other compensation from HubSpot based on Cross Sell or Upsell transactions ofadditional Core Seats when you are not the first partner to sell additional Core Seats to the EndUser.
We may terminate this Agreement and/or discontinue Revenue Share payment(s) should you failto meet any of the eligibility criteria set forth in Section 3 or 4 of the Agreement or as outlined in
the Program Policies at any time.
b.
Creation and Acceptance of Shared Deals. To create a valid Shared Deal you must createa deal via deal registration that is tied to a Legitimate Prospect using the Partner Toolset we
provide through your HubSpot portal (or through a website as we may designate). The
acceptance or rejection of the deal in this process is at the discretion of HubSpot and will be
determined prior to the close of the relevant deal.
At the time of purchase, we will, at our reasonable discretion, accept an order pursuant to aregistered Shared Deal and provision the Subscription Service for the End User in order tocomplete a Qualified Transaction. We generally will accept a deal where the prospect, in our
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reasonable determination: (i) is a new potential customer of ours, or an existing customer in aqualified upselling or Cross-Selling scenario (as per the Rules incorporated into the Program
Policies); (ii) is not your Affiliate; and (iii) is a Legitimate Prospect whose contact information isvalid and appears to be properly obtained.
c.
HubSpot Shared Deal. We may choose to introduce you to, or send you information on, aprospect of ours when we identify that such prospect may have a need for the services you offer(each, a “HubSpot Shared Deal”). We can do the same for other partners of ours, even if it is forthe same HubSpot Shared Deal. You may use the information about the HubSpot Shared Deal
provided only to market and sell your services to them and not for any other purpose (unless the
HubSpot Shared Deal prospect otherwise consents). Immediately upon our or the HubSpot
Shared Deal prospect’s request, you will promptly discontinue all use of and delete the HubSpot
Shared Deal prospect’s information. HubSpot Shared Deals are considered our Confidential
Information and shall be treated in accordance with the ‘Confidentiality’ section below. You
may be eligible to earn managed or sold credit based on your engagement with a HubSpot
Shared Deal prospect in accordance with the Rules incorporated into the Program Policies(available at: https://www.hubspot.com/partners/solutions-program-policies). You must have acustomer-approved proof of involvement (POI) confirmation link attached to the HubSpot
Shared Deal for such sold credit.
d.
Engagement with Prospects and End Users. We may engage with a Legitimate Prospectsubmitted to us by you or any End User directly, as we see fit including for the following reasons(i) to enable our Cross Sell program, (ii) to complete the subscription process, (iii) to fulfil orenforce our obligations under an agreement with such prospect, (iv) to provide support, (v) to
conduct our standard marketing and sales activities with prospects; (vi) in connection with the
Optional Programs, or (vii) as otherwise permitted by this Agreement.
If and when we do engage, we may choose how to engage with each prospect and may requestthat you collaborate with us in the engagement. Upon our request, you will provide us with thename and contact information of the Legitimate Prospect and facilitate an introduction.
If we request, you will facilitate our participation on calls with you and various End User(s). We
may request to participate on these calls in an effort to help to ensure the quality of your service
delivery and for the purposes of managing the Program.
In a resulting Qualified Transaction, (i) the End User will contract directly with us for provisionof the HubSpot Products, or (ii) you will place order(s) and contract with HubSpot in your own
capacity for the HubSpot Products with us, specifying the terms of the HubSpot Products orderedand providing information about the End User as we may request. Option (ii) herein is notpossible if the resulting transaction is a Cross Sell type transaction because you may notpurchase on behalf of an End User and take on End User’s contractual obligations for a Cross
Sell transaction. In the case of (ii) herein, where possible, you may sell the HubSpot Products to
End Users at a price determined solely by you, and you will ensure that your agreement with the
End User incorporates our Customer Terms of Service, and all terms incorporated therein, or
contains those provisions set forth in our Customer Terms of Service. If you purchase on behalfof an End User, you agree to be responsible for the order placed and to guarantee payment of all
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fees. Additionally, Subscription Service may be used only for the End User for which it was
originally purchased. It may not be shared and may not be repurposed for or reassigned to any
alternate End Users without our prior written consent. Log-in information may never be shared
between individuals.
Regardless of the method of purchase and which party is the contracting entity as established by
the order, we require each End User to agree to the Customer Terms of Service when using theportal.
You will take all reasonable steps to ensure that End Users do not use the HubSpot Products inviolation of the Customer Terms of Service. If you discover or have reason to believe that any
End User is making use of the HubSpot Products in violation of the Customer Terms of Service,
then you will immediately notify us in writing.
5. Revenue Share and Payment.
a.
Requirements for Payment; Forfeiture. In order to receive payment under this Agreement,
you must have: (i) agreed to and complied with the terms of this Agreement; (ii) provided us
with all of your account information, including your bank information for payment; and (iii)
submitted to us all the necessary and valid tax documents, including VAT invoices where
necessary, and the documents have been approved. Please see the Program Policies for theapplicable list of documents that need to be submitted to us and the required method of delivery.
In order for you to receive the Revenue Share you must have submitted the required
documentation set out in this section no later than thirty (30) days after the end of any given
fiscal quarter. If we have not received such documentation within this timeframe, we will notprocess the Revenue Share payment until the next fiscal quarter payment date for applicable
Qualified Transactions.
All payments by HubSpot will be made by bank transfer and it is your responsibility to ensurethat you have provided us with the most up-to-date and correct bank information to facilitate thetransfer. We will not issue payment by any other means. Notwithstanding the foregoing or
anything to the contrary in this Agreement, (i) if any of the requirements set forth in this section,
Section 5. a., remain outstanding for six (6) months immediately following the close of a
Qualified Transaction, or (ii) we have attempted to pay you a Revenue Share for a Qualified
Transaction by bank transfer, and the attempt was unsuccessful (as confirmed by bank notice), to
no fault of our own; and (iii) we reached out to either the Primary Contact, Billing Contact or
Decision Maker Contact on your account (all of which you can update in app) to obtain thenecessary information and have not received a response; and (iv) six (6) months has passed since
the date of the initial, failed bank transfer described herein, then your right to receive Revenue
Share arising from any and all Qualified Transactions(s) with the associated End User will be
forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you
Revenue Share associated with a Forfeited Transaction.
b.
Revenue Share Payment. We, or one of our Affiliates, will pay the Revenue Shareamount due to you within forty-five (45) days after the end of each fiscal quarter in an amountequal to the Net Revenue we recognize as revenue from Qualified Transactions during such
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quarter, multiplied by the Revenue Share percentage. For example, pre-payment in full by an
End User for an annual commitment will be recognized by us as revenue quarterly on a pro-ratabasis for the length of time the Subscription Service was provided during each quarter during theannual term, and you will receive the Revenue Share on that same quarterly pro-rata basis. We
will determine the currency in which we pay the Revenue Share, as well as the applicableconversion rate. The currency in which we pay Revenue Share may be different from thecurrency that applies to the Qualified Transaction. We will not pay more than one Revenue
Share or other similar referral fee on any given partner sale (unless we choose to in our
discretion). We may withhold the Revenue Share payment until the Revenue Share amount that
we owe you is above $100 USD.
c.
Taxes. You are responsible for payment of all taxes applicable to the Revenue Share. You
will be assessed sales tax unless you provide us with a valid reseller certificate that indicates tax
should not be applied to the Revenue Share amount. All amounts payable by us to you aresubject to offset by us against any amounts owed by you to us.
d.
Payment Obligations. In the event you placed the order and contracted with us directly
for an End User, for payments made by credit card, you will provide us with your valid andupdated credit card information or bank account information for the payment of HubSpot
Products fees. You authorize us and our Affiliates to charge your credit card or bank account for
all fees payable. You also authorize us and our Affiliates to use a third party to process
payments, and consent to the disclosure of your payment information to such third party. For
payments made by invoice, all amounts invoiced are due and payable within thirty (30) days
from the date of the invoice. In the event you placed the order with us for an End User, if you do
not pay fees due for an End User’s account within ten (10) days after notice of non-payment
from us or our Affiliate, we may suspend the HubSpot Products while any payment is delinquentand may charge a reactivation fee to reinstate any HubSpot Products. We may also terminate orsuspend the End User’s access to the HubSpot Products and/or to initiate direct communication
with the End User. Notwithstanding termination of this Agreement, you remain obligated to pay
all fees due for our provision of the HubSpot Products to End Users in connection with an orderplaced with us by you for an End User. If you placed the order with us for an End User and/or
contracted with us on their behalf, you will have sole responsibility for invoicing and collecting
fees for the HubSpot Products from the End User. Your obligation to pay fees to us is notconditioned upon your receipt of payment from the End User.
6. Training and Supporta.
Training and Support. We will make available to you, without charge, various webinars
and other resources made available as part of our Program. We will also make available to you aPartner Toolset, accessible through your HubSpot portal. We may change or discontinue any or
all parts of the Partner Toolset, and any other Program benefits or offerings at any time without
notice. Any data submitted to us via the Partner Toolset will be stored in HubSpot’s US Data
Center.
b.
End User Training and Support. We may require End Users to go through and/or
purchase our standard HubSpot on-boarding. We will provide user training purchased by an End
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User as set forth in a mutually agreed upon order between the End User and HubSpot. We may
communicate directly with any End User about use of the HubSpot Products and any support
issues experienced.
c.
HubSpot Demo Account. If we make a HubSpot Demo Account available to you, then
you will use the HubSpot Demo Account solely for your own education, demonstration andevaluation purposes. You are not permitted to use it for any other purpose. You will not lease,
distribute, license, sell or otherwise commercially exploit the HubSpot Demo Account. You will
not use any End User data or Customer Data (as defined in the Customer Terms of Service) with
the HubSpot Demo Account. You can only use your own data (data and information that you
specifically own) or the synthetic data provided to you for demonstration purposes by HubSpot.
You will not exceed the contact limits provided for you in the HubSpot Demo Account and will
utilize a reasonable number of objects in your use of the HubSpot Demo Account. The Customer
Terms of Service apply to your use of the HubSpot Demo Account. As indicated in the
Customer Terms of Service, you will comply with our Acceptable Use Policy
at http://legal.hubspot.com/acceptable-use with respect to your use of the HubSpot Demo
Account. We reserve the right to suspend, modify, or discontinue any or all part of the HubSpot
Demo Account at any time without prior notice to you. In the event of a conflict between theterms that apply to the HubSpot Demo Account as specified in this Agreement and the Customer
Terms of Service, the terms of this Agreement shall control.
7. Optional Partner Programs
We may from time to time offer you optional tools, beta testing programs or partner promotions(the “Optional Programs”). If you choose to use any Optional Programs, you grant us all rights
and permissions to take all actions reasonably necessary to effectuate the purpose of the Optional
Programs. If the Optional Programs include our making certain promotions available to ourpartners, you will: (i) market and promote the promotion only to your registered and valid
prospects, (ii) only market and promote the promotion individually within a distinct sales
process, and not engage in any form of mass marketing of the promotion, and (iii) will follow all
the other terms and criteria applicable to that specific promotion as we designate.
We may discontinue all or a portion of any Optional Programs at any time.
Additional terms may apply to your participation in Optional Programs. We will make any
additional terms available to you for your review at the time of the offer to participate in such
Optional Programs.
8. Trademarks
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display yourtrademarks, service marks and logos (“Participant Marks”) in connection with the Program andthis Agreement.
We retain all ownership rights in HubSpot Trademarks. During the term of this Agreement, you
may use our trademark as long as you follow the usage requirements in this section and the
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incorporated guidelines. You must: (i) only use the images of our trademarks that we makeavailable to you as part of your participation in this Program (e.g., certified partner badges),
without altering them in any way; (ii) only use our trademarks in connection with the Program
and this Agreement; (iii) comply with this Agreement, the Partner Promotion Guidelines foundhere: https://www.hubspot.com/partners/promotion-guidelines, and our general Trademark
Usage Guidelines found here: https://legal.hubspot.com/tm-usage-guidelines; and (iv)
immediately comply if we request that you discontinue use.
You must not use any of our trademarks: (a) in a misleading or disparaging way; (b) outside thescope of the Program or this Agreement; (c) in a way that implies we endorse, sponsor orapprove of your services or products; or (d) in violation of applicable law or in connection withan obscene, indecent, or unlawful topic or material.
9. Proprietary Rightsa.
HubSpot’s Proprietary Rights. No license to any software is granted by this Agreement.
The HubSpot Products are protected by intellectual property laws. The HubSpot Products belong
to and are the property of us or our licensors (if any). We retain all ownership rights in the
HubSpot Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works
based on the HubSpot Content, or the HubSpot Products in whole or in part, by any means,
except as expressly authorized in writing by us. HubSpot, the Sprocket Design, the HubSpot
logos, and other marks that we use from time to time are our trademarks and you may not use
them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all customers and partners to comment on the HubSpot Products, provide
suggestions for improving them, and vote on suggestions they like. You agree that all suchcomments and suggestions will be non-confidential and that we own all rights to use andincorporate them into the HubSpot Products, without payment to you.
b.
End User’s Proprietary Rights. As between you and End User, End User retains the rightto access and use the End User portal associated with the HubSpot Products regardless ofwhether you placed the order with us for an End User or made or make payments for an End
User. End User will own and retain all rights to the End User Data. If we deem it to be necessary
based on the relationship status between you and the End User or the particular situation, we
may communicate directly with the End User and/or may port ownership of the portal associatedwith the HubSpot Products to the End User.
c.
User Participation Disclosure. Please note that any End User portal may have more than
one Partner or Provider involved in their use of the HubSpot Products. All information and data
about you in the End User portal may be visible to all users of the End User portal, and will not
be considered Confidential Information between you and other users of the portal. It is the End
User’s responsibility to set the User Permissions to control the access and visibility of all
information and data in the End User portal.

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10. Confidentialitya.
The Receiving Party shall: (i) protect the confidentiality of the Confidential Informationof the Disclosing Party using the same degree of care that it uses with its own confidential
information, but in no event less than reasonable care, (ii) not use any Confidential Informationof the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose
Confidential Information of the Disclosing Party to any third party, and (iv) limit access to
Confidential Information of the Disclosing Party to those of its employees, contractors andagents who need such access for purposes consistent with this Agreement and who have signed
confidentiality agreements with the Receiving Party containing protections no less stringent thanthose herein.
b.
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) Receiving Party will provide Disclosing Party withprompt notice of any request that it disclose Confidential Information, sufficient to allow
Disclosing Party to object to the request and/or seek an appropriate protective order or, if such
notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential
Information required to be disclosed under the applicable legal mandate; and (ii) in no event
shall Receiving Party disclose Confidential Information to a party other than a government
agency except under a valid order from a court having jurisdiction requiring the specificdisclosure.
c.
Injunctive Relief. Each party acknowledges that the unauthorized use or disclosure of theother party’s Confidential Information may cause irreparable harm to the other party.
Accordingly, each party agrees that the other party will have the right to seek an immediate
injunction against any breach or threatened breach of this “Confidentiality” section of thisAgreement, as well as the right to pursue any and all other rights and remedies available at law
or in equity for such a breach.
d.
No Insider Trading. During the Term of the Agreement with HubSpot, Partner and its
officers, directors, employees, and agents (collectively, “Partner Representative(s)”) may be
exposed to material, non-public information about HubSpot under federal or state securities
laws. Partner Representatives understand that they may be found to be in violation of applicablelaws if they take advantage of such information. If Partner Representatives are exposed to suchmaterial, nonpublic information, Partner Representatives agree not to: (1) trade in HubSpot’ssecurities (including common stock, stock options, other HubSpot-issued securities, or derivative
securities), (2) have others trade in HubSpot’s securities on the Partner Representative’s behalf,(3) give trading advice of any kind about HubSpot, (4) disclose any material, nonpublic
information to anyone else who might then trade, or (5) recommend to anyone that they purchaseor sell HubSpot’s securities. Please contact our Corporate Team at corporatelegal@hubspot.com
if you have any questions regarding compliance with this section.

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11.

Opt

Out

and

Unsubscribing

You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests,
including without limitation such requests from your prospects or requests related to HubSpot
Shared Deals. For the duration of this Agreement, you will establish and maintain a privacy
policy that is compliant with all laws and regulations applicable to you in the regions you operate
in and you shall establish and maintain systems and procedures appropriate to effectuate all opt
out, unsubscribe, "do not call" and "do not send" requests.
12. Term and Terminationa.
Term. This Agreement will apply for as long as you participate in the Program and fulfill
all the participation requirements, until terminated.
b.
Termination Without Cause. Both you and we may terminate this Agreement on thirty(30) days written notice to the other party.
c.
Termination for Agreement Changes. If we update or replace the terms of thisAgreement, you may terminate this Agreement without cause on five (5) days written notice tous, provided that you send us written notice within ten (10) days after we send you notice of thechange.
If you continue to participate in the program and we receive no notice as per this Section, we willconsider any and all changes accepted by you fifteen (15) days after we send you notice of thechange.
d.
Termination for Cause. We may terminate this Agreement and/or suspend your or the
End User’s access to the HubSpot Products: (i) upon thirty (30) days’ notice to you of a material
breach if such breach remains uncured at the expiration of such period, (ii) automatically, within
thirty (30) days of you failing to meet the Program requirements applicable to you in yourcapacity as either the Provider or the Partner; (iii) upon fifteen (15) days notice to you of nonpayment of any amount due to us if such amount remains unpaid at the expiration of such period,(iv) immediately, if you become the subject of a petition in bankruptcy or any other proceeding
relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (v)immediately, if you or your End User(s) breach the Customer Terms of Service, including if you
default on your payment obligations to us or our Affiliate, or violate any applicable local, state,federal, or foreign laws or regulations, (vi) immediately, if you breach your confidentiality
obligations under this Agreement or infringe or misappropriate HubSpot’s intellectual property
rights, or (vii) immediately, if we determine that you are acting, or have acted, in a way that has
or may negatively reflect on or affect us, our prospects, or our customers.
e.
Effects of Termination. Termination of this Agreement for any reason does not terminate
your Subscription Service, Subscription Service(s) you may have purchased on an End User’s
behalf, or any other End User subscription agreement. Your purchase and use of the Subscription
Services is governed by the Customer Terms of Service.

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Otherwise, termination of this Agreement: (i) without cause by us, (ii) by you with cause, shallnot affect our obligation to pay you Revenue Share earned up to the effective date of termination,
so long as the related payment by the End User is recognized by us within thirty (30) days of thedate of such termination. If you are a Partner you will receive one (1) last payment of Revenue
Share after completion of the quarter in which the Agreement is terminated and the related
payment by the End User is recognized. In the event of termination without cause by you, or forcause by us, our obligation to pay and your right to receive any Revenue Share will terminate
upon the date of such termination, regardless of whether you would have otherwise been eligible
to receive Revenue Share prior to the date of termination. Except as expressly set forth in thissection, you are not eligible to receive a Revenue Share after termination of this Agreement.
Upon termination, you will discontinue all use of and delete all HubSpot leads and sharedleads if we provided them to you and you do not otherwise have consent from the applicable
HubSpot lead or shared lead to continue use of their data and information. Upon termination, aprospect is not considered valid, and we may choose to maintain it in our database and engage
with such a prospect.
Upon termination, you will immediately discontinue all use of our trademarks, and will remove
all HubSpot badges and references to this Program from your website(s) and other collateral.
13. Partner Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to provide theprospect data to us for our use in sales and marketing efforts or as otherwise set forth in thisAgreement, (ii) your participation in this Program will not conflict with any of your existing
agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us
our right to use the Participant Marks.
14. Indemnificationa.
Partner Indemnification. You will indemnify, defend and hold us harmless, at yourexpense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought
against us (and our officers, directors, employees, agents, service providers, licensors, andaffiliates) by a third party not affiliated with us to the extent that such Action is based upon orarises out of (a) your participation in the Program, (b) our use of the prospect or lead data you
provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of orparticipation in the Optional Programs, (e) your use of the HubSpot Demo Account, or (f) ouruse of the Participant Marks. 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 aclaim; and provide you (at your expense) with any and all information and assistance reasonably
requested by you to handle the defense or settlement of the claim. You shall not accept any
settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii)
imposes liability not covered by these indemnifications or places restrictions on us without ourprior written consent.

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b.
HubSpot Indemnification Requirement. If your total Qualified Subscription Value during
the twelve (12) month period preceding the date of the event giving rise to a claim is equal to or
exceeds one hundred and twenty five thousand U.S. dollars (USD $125,000), then the HubSpot
Indemnity section below (Section 14. c.) applies to you.
c.
HubSpot Indemnification. Provided you have fulfilled the HubSpot Indemnification
Requirement, we will indemnify, defend and hold you harmless, at our expense, against any
Action brought against you (and your officers, directors, employees, agents, service providers,licensors, and Affiliates) by a third party not affiliated with you to the extent that such Action isbased upon or arises out of (1) an allegation that the Subscription Service infringes a valid patentin a member state of the Patent Cooperation Treaty, registered trademark, or registered copyright(“IP Indemnification”), or (2) our breach of our confidentiality obligations (“Confidentiality
Indemnification”).
You will: notify us in writing within thirty (30) days of you becoming aware of any such claim;
give us sole control of the defense or settlement of such a claim; and provide us (at our expense)with any and all information and assistance reasonably requested by us to handle the defense or
settlement of the claim. We will not accept any settlement that (i) imposes an obligation on you;(ii) requires you to make an admission; or (iii) imposes liability not covered by theseindemnifications 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 with specifications
or instructions that you or your End User provided, (iii) use of the Subscription Service inviolation of or outside the scope of the Customer Terms of Service, (iv) an allegation that the
Subscription Service consists of a function, system or method traditionally utilized in marketing,sales or services software that is not commercially unique to the Subscription Service, and thecommercially unique aspects of the Subscription Service are not identified in the allegation
giving rise to the claim, or (v) user interface or related user design elements not provided by us.
Notwithstanding the foregoing, in the event of such a claim, or if we believe that such a claim is
likely, we may, at our sole option and expense: (a) modify the Subscription Service or provide
you and your End Users with substitute Subscription Service that is non-infringing; or (b) obtaina license or permission for you and your End Users to continue to use the Subscription Service,
at no additional cost to you; or (c) if neither (a) nor (b) is, in our judgment, commerciallypracticable, terminate your or your End Users’ access to the Subscription Service (or to a portionof the Subscription Service as necessary to resolve the claimed infringement) and refund any
prepaid but unused fees covering use of the Subscription Service after termination in accordancewith the ‘Effect of Termination’ provision of this Agreement. THIS SECTION STATES OURENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO
ANY CLAIM PROVIDED FOR UNDER THIS SECTION.

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If, during the twelve month period preceding the event giving rise to a claim, your total Qualified
Subscription Value is below one hundred and twenty five thousand US Dollars (USD $125,000),then this section will not apply.
15. Disclaimers; Limitations of Liabilitya.
Disclaimer of Warranties. EXCEPT AS SET FORTH IN THE ‘PERFORMANCEWARRANTY’ SECTION OF THE CUSTOMER TERMS OF SERVICE, WE AND OUR
AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUTTHE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY,
ACCURACY OR COMPLETENESS OF HUBSPOT PRODUCTS, DATA SYNCHED TO OR
MADE AVAILABLE FROM THE HUBSPOT PRODUCTS, HUBSPOTCONTENT, SOLUTIONS PARTNER PROGRAM, OPTIONAL PROGRAMS, HUBSPOTDEMO ACCOUNT OR CONSULTING SERVICES FOR ANY PURPOSE. APPLICATIONPROGRAMMING INTERFACES (APIs) AND THE HUBSPOT DEMO ACCOUNT MAY
NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE
HUBSPOT PRODUCTS, HUBSPOT CONTENT, THE PROGRAM, THE OPTIONALPROGRAMS, AND HUBSPOT DEMO ACCOUNT ARE PROVIDED "AS IS" WITHOUTWARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND
CONDITIONS OF ANY KIND WITH REGARD TO THE HUBSPOT PRODUCTS,
HUBSPOT CONTENT, THE PROGRAM, THE OPTIONAL PROGRAMS, AND HUBSPOTDEMO ACCOUNT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NONINFRINGEMENT.
b.
No Indirect Damages. EXCEPT FOR YOUR LIABILITY ARISING FROM YOUROBLIGATIONS UNDER THE “CONFIDENTIALITY” SECTION, AND YOUR LIABILITY
FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, TO THE EXTENTPERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITSOR BUSINESS OPPORTUNITIES.
c.
Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THISAGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY
THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE
LIMITED TO THE TOTAL REVENUE SHARE AMOUNTS YOU HAVE ACTUALLY
EARNED IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE
TO A CLAIM. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS
IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
d.
HubSpot Demo Account and Optional Programs. WE DISCLAIM ALL LIABILITY
WITH RESPECT TO THE HUBSPOT DEMO ACCOUNT AND THE OPTIONALPROGRAMS THAT YOU USE. WE DO NOT PROMISE TO MAKE THE HUBSPOT DEMOACCOUNT OR OPTIONAL PROGRAMS AVAILABLE TO YOU, AND WE MAY CHOOSE
TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.

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You agree not to intentionally solicit for employment any of our employees or contractors during
the term of this Agreement and for a period of twelve (12) months following the termination ofthis Agreement. Both you and we acknowledge that (i) any public job posting or public
solicitation not directed specifically to such person shall not be deemed to be a solicitation for
purposes of this provision, and (ii) this provision is not intended to limit the mobility of either
our employees or contractors.
17. Generala.
Amendment; No Waiver. We may update and change any part or all of this Agreement,
including by replacing it in its entirety. If we update or change this Agreement, the updated
Agreement will be posted at https://legal.hubspot.com/solutions-partner-program-agreement (orother designated URL) and we will let you know of the change through an in-app notification inyour portal or by email. The updated Agreement will become effective and binding on the next
business day after it is posted. When we change this Agreement, the “Last Modified” date above
will be updated to reflect the date of the most recent version. We encourage you to review thisAgreement periodically.
If you don’t agree to the update, change or replacement, you can choose to terminate as we
describe above.
No delay in exercising any right or remedy or failure to object will be a waiver of such right 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.
b.
Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts, USA without regard to the conflict of laws provisions thereof. In the event eitherof us initiates an action in connection with this Agreement or any other dispute between theparties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts
in Boston, Massachusetts.
c.
Force Majeure. Neither party will be responsible for failure or delay of performance if
caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or
telecommunication outage that is not caused by the obligated party; government restrictions; orother event outside the reasonable control of the obligated party. Each party will use reasonable
efforts to mitigate the effect of a force majeure event.
d.
Actions Permitted. Except for actions for non-payment 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.
e.
Relationship of the Parties. Both you and we agree that no joint venture, partnership,
employment, or agency relationship exists between you and us as a result of this Agreement.

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f.
Compliance with Applicable Laws. You shall comply and shall ensure that any third
parties performing sales or referral activities on your behalf comply with all applicable foreignand domestic laws (including without limitation export laws, privacy regulations and laws
applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial
administrative orders. You shall not engage in any deceptive, misleading, illegal or unethicalmarketing activities, or activities that otherwise may be detrimental to us, our customers, or to
the public. Export laws and regulations of the United States and any other relevant local export
laws and regulations may apply to the HubSpot Products. You will comply with the sanctions
programs administered by the Office of Foreign Assets Control (OFAC) of the US Departmentof the Treasury. You will not directly or indirectly export, re-export, or transfer the HubSpot
Products to prohibited countries or individuals or permit use of the HubSpot Products byprohibited countries or individuals.
g.
Data Processing. To the extent that any Personal Data is processed in connection with
the Program the terms set forth in the HubSpot Business Partner Data Processing Agreement,
posted at: https://legal.hubspot.com/business-partner-dpa, which is hereby incorporated byreference, shall apply.
h.
Severability. If any part of this Agreement is determined to be invalid or unenforceable
by applicable law, then the invalid or unenforceable provision will be deemed superseded by avalid, enforceable provision that most closely matches the intent of the original provision and theremainder of this Agreement will continue in effect.
i.
Notices. Notice will be sent to the contact address set forth herein (as such may bechanged by notice given to the other party), and will be deemed delivered as of the date of actual
receipt:
To HubSpot, Inc.: HubSpot, Inc., Two Canal Park, Cambridge, MA 02141, U.S.A.,
Attention: General Counsel
To you: your address as provided in your HubSpot portal account information. We may
give electronic notices by general notice through an in-app notification in your portal andmay give electronic notices specific to you by email to your email address(es) that wehave on record in our account information for you. We may give notice to you bytelephone calls to the telephone numbers on record in our account information for you.
You must keep all of your account information with HubSpot current.
j.
Entire Agreement. This Agreement is the entire agreement between us for the Programand supersedes all other proposals and agreements (including all prior versions of thisAgreement), whether electronic, oral or written, between us. We object to and reject any
additional or different terms proposed by you, including those contained in your purchase order,
acceptance or website. Our obligations are not contingent on the delivery of any futurefunctionality or features of the HubSpot Products or dependent on any oral or written publiccomments made by us regarding future functionality or features of the HubSpot Products. It is
the express wish of both you and us that this Agreement and all related documents be drawn up
in English. We might make versions of this Agreement available in languages other thanEnglish. If we do, the English version of this Agreement will govern our relationship and the
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translated version is provided for convenience only and will not be interpreted to modify the
English version of this Agreement.
k.
Assignment. You will not assign or transfer this Agreement, including any assignment ortransfer by reason of merger, reorganization, sale of all or substantially all of its assets, change ofcontrol or operation of law, without our prior written consent. We may assign this Agreement to
any Affiliate or in the event of merger, reorganization, sale of all or substantially all of ourassets, change of control or operation of law.
l.
No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended
to or shall confer upon any person or entity (other than the parties hereto) any right, benefit orremedy of any nature whatsoever under or by reason of this Agreement.
m.
Program Policies and Code of Conduct. Your participation in the Program is subject to
the Program Policies and the Program Code of Conduct, which are incorporated herein byreference. We may change either from time to time. The Program Policies can be found here:
https://www.hubspot.com/partners/solutions-program-policies, and the Program Code of
Conduct can be found here: https://www.hubspot.com/partners/program-code-ofconduct. We
encourage you to review these periodically.
n.
No Licenses. We grant to you only the rights and licenses expressly stated in thisAgreement, and you receive no other rights or licenses with respect to us, the HubSpot Products,
our trademarks, or any other property or right of ours.
o.
Sales by HubSpot. This Agreement shall in no way limit our right to sell the HubSpot
Products, directly or indirectly, to any current or prospective customers.
p.
Authority. Each party represents and warrants to the other that it has full power andauthority to enter into this Agreement and that it is binding upon such party and enforceable inaccordance with its terms.
q.
Survival. The following sections shall survive the termination of this Agreement:‘Revenue Share and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination’,‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.
r.
Jurisdiction Specific Terms. Additional terms may apply depending on your location.
These terms form part of the Agreement and are available at:https://legal.hubspot.com/partnerjurisdiction-specific-terms

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