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IMPORTANT NOTE: The English version of this document will govern our relationship - this translated version is provided for convenience only and will not be interpreted to modify the English version. For the English version, please see the HubSpot Legal Stuff page.

Status: 14. August 2020

This contract is provided as a convenience only. The English version of this contract applies exclusively, and in no case may the German language version of this contract be interpreted to change the English version of this contract or otherwise regulate the relationship between the contracting parties.

 

READ THIS SOLUTIONS PARTNER PROGRAM AGREEMENT CAREFULLY.

This document represents a legally binding contract between you (the partner or provider, collectively as a participant) and us (HubSpot). It explains our cooperation and other aspects of our business relationship. This is a legally binding document, so some formulations necessarily come from the legal language; however, we have tried to make the text as understandable as possible.

This document relates to your participation in our Solutions Partner Program (the “Program”) either as a partner or as a provider. Please note that you can only participate in the program as a provider or partner, but not as a provider and partner at the same time. However, these terms are so important that we can only allow you to participate in the program if you agree to them. By participating in our program, you agree to these terms.

We update these terms regularly. We also reserve the right to replace these terms and conditions in full if, for example, the program ends or becomes part of another affiliate program. Should we update or replace the terms, we will notify you of this via an in-app notification in your portal or by email. If you do not agree to the update or replacement of the agreement, you can terminate your contract with us as described below.

  1. Definitions

“Affiliate” means any entity that is directly or indirectly under the control or control of any company under this Agreement or under common control therewith. As used herein, “control” means the direct or indirect ownership of more than 50% of the voting rights of the company concerned.

“Agreement” means this Agreement for the HubSpot Solutions Partner Program and any materials referenced therein or which are linked into this document. Please note that the HubSpot Solutions Partner Program Agreement supersedes both the Agency Partnership Program Agreement and the Distributor Partnership Program Agreement.

“Capacity Limit” means the total number of Potential Customer Domains that you are permitted to register at any one time in accordance with the Program Policies that apply to you.

In this contract, the term “confidential information” refers to all confidential information disclosed orally or in writing to one contractual partner (“receiving party”) by the other contractual partner (“disclosing party”) and designated as confidential. Regardless of whether the Confidential Information has been marked or flagged as confidential, it will include information about: (a) the Disclosing Party's customer and prospective customer, including customer data and customer materials, as defined in the Customer Terms of Use, (b) prior , current or proposed products, marketing programs, technical or other designs, technical data, business plans, business opportunities, finances, study and development materials of the disclosing party. Confidential information does not include any information (i) which is or becomes generally known to the public without breach of an obligation to the disclosing party, (ii) which the receiving party was already aware of prior to being communicated by the disclosing party, without thereby opposing an obligation to the disclosing party has been breached, (iii) received from an external party without breach of an obligation to the disclosing party, or (iv) which has been independently elaborated by the receiving party.

"Cross Sell" means a limited HubSpot Affiliate Program that enables a partner or provider, in our sole discretion and in each case to be considered individually, to receive a share of revenue on the sale of an ancillary subscription service to an existing end user, subject to other relevant eligibility , Acceptance and participation criteria according to Sections 3 and 4 of this Agreement have been met. Cross Sell is only available in situations where an end user contracts directly with us to provide the HubSpot products in all original and subsequent transactions. Furthermore, Cross Sell is only available on proposed Qualified Transactions in which all parties involved, i. H. existing partners or vendors, new prospective partners or vendors and end users are eligible to participate as determined by us in our sole discretion. We will inform partners or providers who meet the requirements for Cross Sell directly. The cross-sell partnership program may not be available in all countries or regions. We reserve the right to change, suspend, restrict or cancel the program in whole or in part at any time by informing the affected partners or providers via email, in-app message or any other appropriate form of notification.

“Terms of Use for Customers” means the general terms and conditions which can be viewed in the latest version at http://legal.hubspot.com/de/terms-of-service.

“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 the End User - or you on behalf of the End User - sends or receives via the HubSpot Products, as well as any material that the End User - or you on behalf of the End User - for the purpose of public display via the HubSpot - Provides, posts, uploads, submits or sends products.

“HubSpot Content” refers to all information, data, text, messages, software, audio data, music, videos, photos, graphics, images and tags that we incorporate into our HubSpot products and all our other services.

“HubSpot Products” includes both the Subscription Service and other products.

A “legitimate prospect” is a contact who is tied to a domain and / or a business entity and with whom you have a proven business relationship and with whom you actively contact to close a sale.

“List Price” means the standard prices for the subscription services listed at https://www.hubspot.de/pricing/marketing. We reserve the right to change these prices at any time. Price changes do not apply to end users who purchase the Subscription Service within ten (10) days of the respective price change.

“Net Revenue” means the initial fee, all renewal fees, and any upgrade or downgrade fees that an End User, Partner or Provider actually pays to us on behalf of an End User for the Subscription Service. The net sales: (i) are calculated minus all discounts, taxes payable and subsequent refunds that are not attributable to a breach of contract by HubSpot, and (ii) exclude all implementation, customization, training, consulting and other specialist services as well Fees for third party products and services.

“Other Products” are products and services that we offer but are not included in the Subscription Service. Within the scope of this agreement, this also includes all of our older sales and marketing products as well as any implementations, migrations, individual adjustments, training, advice, additional support or other professional services from HubSpot or fees for products or services of third parties.

“Qualifying Transactions” means the transactions that give rise to a right to revenue sharing under the “Qualifying Transactions” section of this Agreement.

“Program Policies” means the policies that apply to you and are published at https://www.hubspot.com/partners/solutions-program-policies.

“Partner Revenue Share” means an amount equal to 20% of the net sales paid to us by an End User or Partner for a Qualifying Transaction.

“Vendor Revenue Share” means an amount equal to twenty percent (20%) of the net sales paid to us by an End User or Vendor within the first twelve (12) months of commencement of membership for the Subscription Service associated with the Qualifying Transaction.

“Partner Eligibility Requirements” include 1) the purchase and use of an active Professional or Enterprise subscription and 2) the purchase and completion of partner onboarding (as provided by HubSpot in the current version after updates and at https: // legal. hubspot.com/de/hubspot-product-and-services-catalog described and published form) and 3) the completion or fulfillment of a training and / or certification requirements that are described in the Solutions Partner Program. For the purposes of this agreement, the following applies: Each first subscription must be concluded for a minimum of twelve (12) months in order to meet the prerequisite for the subscription service described in 1) above.

“Vendor Eligibility Requirements” include 1) completing an application to become a Vendor and receiving notification within thirty (30) days of submitting your application stating that you are eligible to participate in the Program as a Vendor; 2) the completion and fulfillment of certain requirements and certifications as communicated to you by us during the evaluation of your application; and 3) meeting the criteria set out in the Solutions Provider Program guidelines within thirty (30) days of your acceptance into the program. For this Agreement, if you have not received a positive notification of participation after thirty (30) days, your application for the program has been rejected. Failure to meet the eligibility criteria as described in 2) within the first thirty (30) days after acceptance will result in immediate termination of this contract. As a result, you will no longer be able to participate in the program and benefit from its advantages.

“Subscription service” means our web-based inbound marketing, sales, service and content management software that is subscribed to, the development, operation and maintenance of which is carried out by us, and which is available via https://www.hubspot.de or a different assigned URL is accessible, as well as any add-on products associated with that software. All other products described above are excluded. For the sake of clarity, add-on products alone are not considered subscription services.

“User authorization” means the authorization granted to users in the HubSpot account, through which they can access certain resources such as data and applications.

“We”, “us”, “our” and the like. and "HubSpot" refer to HubSpot, Inc.

“You”, “You” and “Partner” or “Provider” refer to the contractual partner, who is not HubSpot, who enters into this contract and participates in the program.

2. Non-exclusivity

This contract is not an exclusive contract between you and us. Both you and we have the right to propose similar products and services from third parties and to cooperate with other parties in the design, sale, installation, implementation and use of similar third party services.

You can only participate in our program as a partner or provider, but not as a provider and partner at the same time. Your acceptance and participation in the program as a provider does not mean that you will be accepted into our program as a partner. Each type of participation has its own entry requirements that must be met and maintained.

3. Qualified transactions

a. Rights and obligations of the partner / provider, subject to the following restrictions, we grant you a non-transferable and non-exclusive right to: (i) introduce the HubSpot products to your potential customers and advertise them, and (ii) end-user access to the To grant HubSpot products in accordance with this Agreement and the Customer Terms of Use, provided that the end user agrees to these Customer Terms of Use. We will provide you with sales support at our discretion, for example by occasionally participating in a conversation between you and a potential customer.

b. Compliance with program guidelines. You will at all times comply with the terms of this Agreement, including the Program Policies of the Solutions Partner Program that apply to you, which are incorporated into this Agreement by this reference. In particular, if you participate in the program as a partner, the program guidelines of the Solutions Partner Program will contain requirements that partners must meet in order to qualify for a particular partner level. You can also require the partner to purchase certain products or services in order to participate in the program as a partner. In addition, partners must meet the “Active Relationship” requirements (as defined in Section 3.g. below) for all Qualifying Transactions. Failure to comply with the Program Policies of the Solutions Partner Program may result in termination of this Agreement in accordance with the “Termination” section and other termination rights we may have.

You respect the restrictions that apply to your use of the HubSpot products as set out in the overview of products and services at https://legal.hubspot.com/de/hubspot-product-and-services-catalog (the "Service Restrictions"). We can update or change these service restrictions by updating the page https://legal.hubspot.com/de/hubspot-product-and-services-catalog. We therefore advise you to read this page regularly.

If you use our programming interface (API), our developer tools or related software, you must commit to complying with our API terms at http://legal.hubspot.com/api-terms. These are part of this contract by reference.

By using the HubSpot Solutions provider directory (as defined in the terms of use for the HubSpot directory), you agree to comply with the terms of use for the HubSpot directory. You can read this at http://legal.hubspot.com/directory-tou. By using the HubSpot Community (as defined in the Terms of Use for the HubSpot Community), you agree to comply with the Terms of Use for the HubSpot Community. You can read this at http://legal.hubspot.com/community-tou.

c. Limitations on the program. If you are a partner, your capacity limit and the expiration policy for your registrations are set out in the Solutions Partner Program for Solutions Partner Program Policies. Your capacity as a partner depends on your partner level status and is set out in the program guidelines. If you are a provider, your capacity limit and the expiration policy for your registrations are set out in the Solutions Partner Program for Solutions Provider Program Policies. Any potential customer who exceeds the capacity limit that applies to you will not be deemed valid under Section 3.e. deems this contract. It is your responsibility as a partner or provider to keep the number of registrations within your capacity limit. Failure to do so may result in suspension of you as an Affiliate or Vendor and / or suspension of all payments under this Agreement.

d. Further prerequisites for participation. In order to be entitled to a share of the turnover, the potential customer must be registered, accepted and valid in accordance with the provisions in the sections "Submission, acceptance and validity" or "Shared leads".You are not entitled to any revenue sharing or other compensation from us based on transactions for other products, transactions made with a HubSpot Lead (as defined below), or if: (i) any such compensation under national, state, or local laws, or Is not permitted under the United States or under the laws or regulations of your jurisdiction; (ii) the end user concerned objects to such remuneration or prohibits it or excludes it from his payments to us or our affiliated companies; (iii) if we discover that you are acting, or have acted, in a manner that could affect us negatively in relation to a given transaction; (iv) the End User has paid such commissions, agency fees or other remuneration directly to you or will pay you directly to you in the future; (v) the end user participates in this program; or (vi) for any transaction with an End User that occurred prior to becoming an Affiliate or Provider under this Agreement. In competitive situations with other partners or providers (i.e. in situations in which the subscription service is offered in addition and cross-sell is available), we reserve the right to activate the cross-sell partnership program or to pay out the revenue share directly to the partner who runs the business actually closes with the end user. This can result in your ineligible for revenue sharing regardless of whether or not you registered the prospect.

We may terminate the Agreement and / or suspend Revenue Share payments if any of the qualifying criteria in this subsection of this Agreement or in the Program Policies are no longer met at any given time.

e. Prospect submission, acceptance and validity. You must register each prospect with us prior to entering into a Qualifying Transaction using the partner tools that we provide through our portal (or, as instructed, through a website). When registering prospects, you must provide at least the following information for each prospect: first name of the contact person, last name of the contact person, email address, URL and name of the company. In general, we will accept a prospect who, in our reasonable discretion: (i) is a new prospect to us; (ii) at the time of submission or sixty (60) days beforehand, it is not one of our existing customers involved in our active sales process, or one of your affiliates; and (iii) it is identified as a legitimate prospect with contact information lawfully obtained.

Without prejudice to the above provisions, we can use reasonable discretion to decide not to accept a potential customer. We can do this at any time while we are reviewing your registration request. Or we may unregister or decline a prospect if we determine that at any time after submission a prospect does not meet the criteria in Section 3.e. fulfilled, even if this was initially accepted. At the stage in which we are reviewing your registration request, we may also advise you on whether a potential customer is eligible for the cross-sell partnership program.

A prospect will not be considered valid (i) if he is not registered, (ii) if he has not been accepted, (iii) if his registration has expired, (iv) if he has exceeded the limits on the number of registrations or otherwise Exceeds relevant limits or (v) upon expiry or termination of this Agreement.

Once the valid prospect is ready to purchase, we will accept an order and provide the subscription service to the end user in our sole discretion to complete a qualifying transaction.

If a prospect does not purchase the Subscription Service before their registration expires, you will need to complete the registration process again to be eligible for revenue sharing for that prospect. Please note the following: You must have a written and available privacy policy and certify that you will disclose the prospect's information to us both in compliance with applicable laws and guidelines and in compliance with your own privacy policy.

f. HubSpot leads. We may introduce you to one of our prospects or provide you with information about one of our prospects if we believe that said prospect needs a service that you provide (each of which is a "HubSpot" Lead "acts). We can do the same for our partners, even if it's the same HubSpot lead. You may only use the information about the HubSpot lead to market and sell your services to this lead, but not for any other purposes (unless the HubSpot lead agrees to other uses). At our request or at the request of the HubSpot lead, you will immediately stop using the information from the HubSpot lead and delete it. HubSpot leads are to be regarded as our confidential information and are to be treated in accordance with the “Confidentiality” section below.

G. Shared leads. If we decide to participate in the same sales process as you and this results in a sale of the Subscription Service to a prospect who would otherwise not be valid because (i) no registration had taken place, (ii) it would not have been accepted, (iii ) the registration has expired or (iv) it has exceeded the registered capacity limit or other limits (each individual being a "Shared Lead") and you are in an active relationship (as defined below) with said Shared Lead , then we may, at our discretion, choose to consider this Shared Lead as a Registered, Accepted, and Valid Prospect for the purposes set out in the "Eligibility" section above. An "Active Relationship" means that there is a fully executed written agreement between you and the Shared Lead under which you provide advisory services, which agreement (i) precedes or coincides with the sale of the subscription service Subscription Service takes place and (ii) either remains valid for a minimum of ninety (90) days after the sale of the Subscription Service is complete or has a specific and identifiable benefit as determined by us in our sole discretion. At HubSpot's request, you provide us with evidence that the end user is in contact with you (for example, by providing a copy of your engagement agreement with the end user if we request it) in order to provide credit for the sale or administration of a customer receive.

H. Contact with potential customers and end users. We may have direct contact with a prospect, lead, or end-user for the following purposes: (i) to activate our cross-sell partnership program; (ii) to complete the subscription process; (iii) to perform or enforce our obligations under a contract with the relevant prospect; (iv) to provide support services; (v) to carry out our regular marketing and sales activities for potential customers; (vi) in connection with the Optional Programs; or (vii) as otherwise permitted under this Agreement.

In the event of contact on our part, we can determine ourselves in which form we will contact the respective potential customer, and we can ask you to cooperate with us with regard to this contact. At our request, please provide us with the name and contact information of the potential customer and give us the opportunity to introduce ourselves. If a potential customer is not valid, we can still keep him in our database and contact him at our discretion.

If we ask you to do so, you will enable us to participate in telephone conversations with you and various end users. We may request participation in said telephone calls as part of our efforts to ensure the quality of your service provision and for administrative purposes of the program.
In a resulting qualified transaction (i) the end user concludes a contract with us directly for the HubSpot products, or (ii) you place the order with us in relation to the HubSpot products, whereby you agree to the terms and conditions of the ordered HubSpot- Specify products and provide information about the end user that we may have requested. The option described in section (ii) is not possible if the resulting transaction is a cross-sell transaction, because you may not make a purchase on behalf of an end user and no contractual obligations of an end user for a cross-sell Take over the transaction. In the case of clause (ii), where possible and if the prospective customer can be considered registered, accepted and deemed valid for the purposes of this 3rd section, you can sell the HubSpot products to end users at a price that you alone determine , and you must ensure that your contract with the end user includes our Customer Terms of Use or the terms set out in our Customer Terms of Use. When you make a purchase on behalf of an end user, you agree that you are responsible for the order placed and you guarantee payment of all fees. In addition, such a subscription can only be used by the end user for whom it was originally purchased and cannot be passed on or transferred to any other end user without our prior written consent.

Regardless of the type of purchase as well as which party is the contracting party depending on the definition in the order, we require that every end user agrees to the terms of use for customers when using the portal.
You will take all reasonable steps to ensure that end users do not violate the Customer Terms of Use when using the HubSpot Products. If you discover or have reason to believe that an end user is violating the Customer Terms of Use while using the HubSpot products, notify us immediately in writing of this fact.

4. Revenue sharing and payment

a. Conditions for payment; Forfeiture. In order to receive payments under this Agreement, you must (i) have agreed to the terms of this Agreement (this process is typically accomplished through the Affiliate Tools tab on your portal); have fulfilled all of the participation requirements for partners or providers required under this agreement; (ii) provided us with all of your account information, including your bank account information; and (iii) have submitted the required valid taxation certificates and approved documents. To view the relevant list of documents that must be sent to us and the required delivery method, we refer you to the program guidelines. In order to receive the Revenue Share, you must have submitted the required certificates under this section no later than thirty (30) days after the end of the relevant fiscal quarter. If we have not received these certificates in the above timeframe, we will only process the payment of your revenue sharing on the payment date of the next fiscal quarter for the relevant qualified transactions.

All payments from HubSpot are made by bank transfer. It is your responsibility to ensure that you have provided correct and up-to-date bank details. We will not make any payments in any other way. Notwithstanding the foregoing or anything to the contrary in this Agreement: (i) If any of the conditions listed in this Section, Section 4.a., are still outstanding within six (6) months of the completion of a Qualified Transaction; (ii) if we have tried in vain - as confirmed by a bank notification - through no fault of our own to pay you a share of the turnover for a qualified transaction via bank transfer; (iii) if we have reached out to either the main contact, the billing contact or the decision maker contact in your account (all of which you can update in the app) to request the required information but have not received a response; and (iv) if six (6) months have elapsed since the first failed wire transfer, your right to receive any royalties resulting from Qualifying Transactions with the Connected End User will be forfeited forever (each a "Forfeited Transaction"). We are not required to pay you any royalties in connection with a forfeited transaction.

Once you have met all of the requirements set out in Section 4, you will be eligible to receive royalties on Qualifying Transactions, provided that those Qualifying Transactions do not involve an End User associated with a forfeited transaction.

b. Payment of royalties. We or one of our affiliates will pay the Revenue Share amount owed to you within forty-five (45) days of the end of the relevant fiscal quarter; this amount corresponds to the net sales from qualifying transactions during the relevant quarter multiplied by the percentage of sales. For example, a full upfront payment made by an end user for an annual commitment will be considered by us on a quarterly basis as prorated revenue for the duration of the subscription service provision for that quarter during the annual term, and you will receive your revenue share based on that prorated quarterly amount. We set the currency in which we pay out the revenue share and the corresponding exchange rate. The currency in which the revenue share is paid out may be different from the currency for the qualifying transaction. We will pay no more than a share of the turnover or other comparable referral fee for a given sale by the partner (unless we decide to do so at our own discretion). We may withhold payment of revenue sharing until the revenue sharing amount owed to you is at least $ 100.

c. Taxes. You are responsible for paying any taxes that may be applicable in relation to Revenue Sharing. You will be assessed for sales tax, unless you provide us with a valid reseller certificate stating that no such tax will be charged for the share in the sales. All amounts payable by us to you are subject to set-off against amounts owed to us.

d. Payment-related obligations. If you have placed an order with us for an end user and have entered into a contract directly with us for an end user, please provide us with your valid and updated credit card information or bank details for payments by credit card when it comes to the fees for products from Pay HubSpot. You authorize us and our affiliated companies to debit your credit card or bank account with all applicable fees. In addition, you authorize us and our affiliated companies to commission a third party to process payments and you consent to the disclosure of your payment data to the third party concerned. For payments on account, all amounts charged are due and payable within thirty (30) days from the date of the invoice. If you have placed an order with us for an End User and you fail to pay the fees due on an End User Account within ten (10) days of a payment reminder from us or one of our affiliates, we may suspend the provision of the HubSpot Products as long as a payment is in arrears and charge a reactivation fee to activate any HubSpot products. We can also terminate or suspend the end user's access to the HubSpot products and / or contact the end user directly. Notwithstanding the expiration or early termination of this Agreement, you will continue to be responsible for paying all fees due for our provision of HubSpot products to end users in connection with an order you have placed with us for an end user. If you have placed an order with us for an end user and / or entered into a contract with us on their behalf, you are solely responsible for invoicing and collecting fees for the HubSpot products from the end user. Your obligation to pay fees to us is not affected by whether or not you have received the end user's payments.

5. Training and support

a. Training and support. As part of our program, we provide various webinars and other resources free of charge. We also provide you with a range of partner tools. You can find this in your HubSpot portal. We reserve the right to change the partner tools as well as other services or offers of the program in whole or in part or to remove them from the offer without prior notice.

b. Training and support for end users. We can require end users to go through and / or purchase our usual HubSpot onboarding. We provide user training that has been purchased by an end user as described in an order jointly agreed between the end user and HubSpot. We may be able to communicate directly with an end user about the use of the HubSpot products and any support problems encountered.

c. HubSpot demo account. If we provide you with a HubSpot demo account, you may only use the account for your own further training, for demonstration and evaluation purposes. You are prohibited from using it for any other purpose. You may not rent, market, license, sell or otherwise commercially use the HubSpot demo account. You may not use any end-user or customer data (as per the terms of use for customers) with the HubSpot demo account. You may only use your own data (data and information expressly in your possession) and synthetic data received from HubSpot for demonstration purposes. You may not exceed the maximum number of contacts provided in the HubSpot demo account and will use a reasonable number of objects when using the HubSpot demo account. The terms of use for customers apply to your use of the HubSpot demo account. As stated in the Customer Terms of Use, you are required to comply with our Acceptable Use Policy at http://legal.hubspot.com/de/acceptable-use in relation to your use of the HubSpot demo account. We reserve the right to suspend, change or discontinue access to the HubSpot demo account in whole or in part at any time without prior notice to you. In the event of a conflict between the terms of use applicable to the HubSpot demo account under this contract and the terms of use for customers, the terms of this contract shall prevail.

6. Optional partnership programs

From time to time we may offer you optional tools, beta testing programs or partner promotions (the “Optional Programs”). If you choose to use optional programs, you grant us all rights and authorizations to take all reasonable steps necessary to implement the purposes of the optional programs. If we make certain promotions available to our partners as part of the optional programs, you undertake to (i) market and promote the respective promotion only to your registered and valid potential customers, (ii) the respective promotion only individually as part of a to market and promote a clear sales process and not to participate in any mass marketing of the promotions, and (iii) to comply with all conditions and criteria set by us for the respective promotions.
We can discontinue all or selected optional programs at any time.
Your participation in optional programs may be subject to additional conditions. During the offer to participate in such an optional program, we will provide you with any additional terms for your review.

7. Brands

You grant us the nonexclusive, non-transferable, gratuitous right to use and display your trademarks, service marks, and logos (“Affiliate Marks”) in connection with the Program and this Agreement.
We reserve all ownership rights to the HubSpot trademarks. You can use our trademark during the term of this agreement provided you follow the requirements for use in this section and the guidelines contained therein. You (i) may only use the images of our brands that we make available to you as part of your participation in this program (e.g. badges for certified partners) without changing them in any way; (ii) may use our trademarks only in connection with the Program and this Agreement; (iii) must adhere to this agreement, the promotion guidelines for HubSpot Solutions partners, which you can read here: https://www.hubspot.de/partners/promotion-guidelines, as well as our guidelines for the use of our Brands you can read here: https://legal.hubspot.com/tm-usage-guidelines; and (iv) have to comply immediately with our request to discontinue use.