August 2020 Updates to the HubSpot Solutions Partner Program Agreement

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Effective August 14th, 2020 HubSpot has updated the February 2020 version of the HubSpot Solutions Partner Program Agreement (“HSPPA”) and we wanted to give you some information on what's changed. As we continue to grow and aim to maintain a level of transparency with all partners and providers on product and program strategy, we’ve identified the need to clarify with our partner and provider community our expectations as they relate to Confidential Information. You will find that most of the changes in this update address Confidential Information and your obligations to maintain confidentiality, so please review the updated terms carefully as the changes are important.

• Confidential Information definition has been updated to include categories of information that automatically fall under this definition. These categories include, but are not limited to, Customer Data and Customer Materials, information related to products, finances, marketing plans, engineering and R&D materials. 
  
  
• The “Confidentiality” section now includes a provision that addresses compelled disclosure of Confidential Information and what the receiving party must do in terms of notice and minimizing disclosure in any situation where it is forced to disclose any Confidential Information by law or legal process. 

• We have added an “Injunctive Relief” sub-clause that enables both HubSpot and our partners to seek an injunction against any breach or threatened breach of the “Confidentiality” section.
  
  
• We have clarified that HubSpot’s partners/providers and their representatives should not use HubSpot’s Confidential Information, which may include material, non-public information about HubSpot, in their own investment decisions, or use it to contribute to anyone else’s investment or securities trading decisions. Such misuse of Confidential Information is a violation of our terms and may violate federal or state insider trading, securities, and other applicable laws.
  
  
• “Term and Termination” section has been updated to clarify that breach of confidentiality or infringement of HubSpot’s intellectual property rights is cause for immediate termination.
  
  
• The limitation on indirect damages has been updated to clarify that damages for breaches of confidentiality and violations of HubSpot’s intellectual property rights are not limited.
  
  
• We have updated the “Limitation of Liability” section to clarify that in cases where a claim arises out of your participation in the Solutions Partner Program, rather than arising out of a specific Qualified Transaction, the cap on our aggregate liability will be equal to the total amount of fees paid by you for HubSpot Subscription Services in the 12 months preceding the incident giving rise to the claim.
  
  
• We’ve highlighted that it is your responsibility to keep your account information with us up to date and that we may deliver general notice to you through in-app notifications and specific notice via email to the email address(es) you’ve provided to us in your account. 

Finally, as we usually do when we update our terms, we’ve made a few drafting clean-ups, clarifications, and formatting improvements. These updates were made to help provide a clearer description of the intent of the terms or to make the terms easier to review.

And that’s it! Please remember that this is just an informal high-level summary of the most recent changes to this legal document, and that you should always make sure you read and understand the full agreement and our partner and provider policies before you agree to participate in our Solutions Partner Program or use our software and services.

Review the new version of the HSPPA here.

Questions? Please let us know!