The terms of this Co-Marketing Addendum apply to co-marketing activities between a Hubspot for Startups Partner (“you” or “Partner”) and HubSpot, Inc., (“us” or “HubSpot”) in relation to HubSpot for Startups Growth Workshop(s) (also referred to as “Growth Workshop(s)” or “Growth Series” and defined below). Terms not otherwise defined herein will have the meanings set forth in the HubSpot For Startups Partner Agreement and theHubSpot Business Partner Data Processing Agreement. Growth Workshops are HubSpot for Startups (“HSFS”) hosted workshops which are designed to share tangible tactics startups can use to grow and scale their companies. The details of each Growth Workshop or Growth Series (collectively referred to as Growth Workshops), including a description of the content, workshop or series timing and target leads amount will be agreed to in writing by the partner and HubSpot before the start of the workshop(s). Nothing in this Co-Marketing Addendum obligates HubSpot to host the Growth Workshops or create content but if the parties agree to run the Growth Workshops and engage in co-marketing activities with respect thereto, these terms apply. With respect to HubSpot for Startups Growth Workshops, the HSFS Partner agrees to the following: 1. Growth Workshop Hosting and Lead Sharing 1.1. You must be an active HSFS Partner in good standing to participate in the Growth Workshops co-marketing activities. HubSpot will determine your status as an active partner in good standing at HubSpot's sole discretion. 1.2. HubSpot will create all content for the Growth Workshops and host the Growth Workshops. 1.3. As host of the Growth Workshops, HubSpot will display the language that is substantially similar to text provided in Exhibit A below at the time of lead capture. You shall provide us with a valid and working link to your privacy policy prior to each Growth Workshop. 1.4. You will promote the Growth Workshops to your organization’s members. You will abide by your members’ communication preferences in doing so.
1.5. HubSpot will have the right to reproduce, distribute, and publicly display all content created for the Growth Workshops. Those rights will continue even after the end of the Growth Workshops and the expiration or termination of the HSFS partnership between the parties.
1.6. Unless agreed otherwise by the parties, you do not have the right to host the content yourself under this Co-Marketing Addendum and doing so will be a material breach that will allow us to terminate the letter agreement.
1.7. In this Co-Marketing Addendum, a “lead” is a person who submits their information to a contact information form. To be valid, a lead’s information must include their email address.
1.8. At the end of the HubSpot for Startups Growth Workshops, HubSpot will share generated leads with you.
1.9. No leads will be shared after the end of the Term of this Co-Marketing Addendum unless we each agree in writing (including via email) to a new Term of a defined nature.
2. Term and Termination
2.1. This Co-Marketing Addendum will start on the day you are approved as a HSFS Partner and will last until effective termination or expiration of your participation in the HFSF Partner Program in accordance with HubSpot For Startups Partner Agreement (“Term”).
2.2. Either of us may terminate this Co-Marketing Addendum without cause by giving fourteen (14) days’ written notice to the other party.
2.3. Termination of this Co-Marketing Addendum does not automatically terminate our partnership under the HubSpot For Startups Partner Agreement. However, this Co-Marketing Addendum will terminate immediately upon the effective termination or expiration of your participation in the HFSF Partner Program in accordance with section 8 of the HubSpot For Startups Partner Agreement, ‘8. Terms and Termination’.
2.4. In the event that one of us materially breaches this Co-Marketing Addendum, the other shall have the right to terminate the Co-Marketing Addendum upon written notice to the breaching party.
2.5. Neither of us will be required to share any leads after this Co-Marketing Addendum expires or terminates.
3. Trademarks
Each partner grants the other the right to display its trademarks and logos (“branding”) in connection with the Growth Workshops. Each of us will comply with the Trademarks Section of the HSFS Partner Agreement and any branding guidelines given by the other partner, and will immediately take down any specific uses of the other partner’s branding that that partner objects to. At any time after the HubSpot for Startups Growth Workshops are over or our HSFS Partnership terminates or expires, either partner may request that the other stop all use of their branding (including within the Growth Workshops content). Once asked to remove branding, the partner must do so immediately.
4. Copyright
4.1. The partners agree that HubSpot will be the sole owner of all copyrights and other proprietary rights to the content presented at the Growth Workshops.
4.2. Except as specified in this Co-Marketing Addendum, neither of us acquires any ownership rights under this letter agreement to any trademarks, copyrights, patents, trade secrets or other intellectual property of the other.
4.3. Each party represents and warrants that it is the original owner or has all requisite rights and permissions to use or provide all trademarks, logos, leads, content, and materials provided to the other partner for use in connection with the Growth Workshops. Each party agrees to indemnify, defend and hold harmless, at its expense, against any third-party claim, suit, action, or proceeding brought against the other party arising out of a breach or alleged breach of any of the foregoing representations and warranties under the headings “Copyright” and “Trademarks”.
5. Data Processing and Protection
5.1. The parties acknowledge that in connection with this Co-Marketing Addendum, each party may provide or make available to the other party Personal Data. To the extent that any Personal Data is processed in connection with this Co-Marketing Addendum, terms set forth in the HubSpot Business Partner Data Processing Agreement (posted at: https://legal.hubspot.com/business-partner-dpa), which are hereby incorporated by reference, shall apply.
5.2. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the HubSpot Business Partner DPA (ii) as an independent controller (not as a joint controller with the other party) (iii) for the purposes described in this Co-Marketing Addendum; and/or (iv) as may otherwise be permitted under Applicable Data Protection Law. For the avoidance of doubt and without prejudice to the foregoing, HubSpot shall be an independent controller of any Personal Data that it receives or shares with Partner.
5.3. Capitalized terms used but not defined in this Section 5 have the meanings set forth in the HubSpot Business Partner DPA.
6. General
6.1. We each agree to comply with all applicable laws, including things like spam laws, privacy laws, data protection/data transfer laws, and intellectual property laws.
6.2. We each agree to abide by the Confidentiality provision (Section 7) of the HSFS Partner Agreement in connection with this Co-Marketing Addendum.
6.3. Neither of us will owe any fees, commissions, or other payments under this Co-Marketing Addendum, and we’ll each be responsible for our own expenses.
6.4. EXCEPT AS EXPRESSLY STATED IN THIS CO-MARKETING ADDENDUM, NEITHER OF US HAS MADE OR RELIED ON ANY WARRANTIES OR REPRESENTATIONS (INCLUDING ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT), AND THE PROJECT, ANY LEADS PROVIDED, AND ANY CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND.
6.5. IF, NOTWITHSTANDING THE OTHER TERMS OF CO-MARKETING ADDENDUM OR THE HSFS PARTNER AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO FIVE HUNDRED DOLLARS.
6.6. This Co-Marketing Addendum will be governed by the laws of Massachusetts (ignoring its conflict of laws provisions saying otherwise), and can only be modified if we both agree to the modification in writing. If some term in this agreement is unenforceable, the remaining terms will remain effective. This Co-Marketing Addendum is the entire agreement between us for the Growth Workshops and supersedes all other proposals and agreements specifically regarding the Growth Workshops between us. In the event of a conflict between these terms and the HubSpot For Startups Partner Agreement, the HubSpot For Startups Partner Agreement terms shall control. In the event of any conflict between these terms and the HubSpot Business Partner DPA, the HubSpot Business Partner DPA will control with regards to processing of Personal Data.
6.7. For terms and conditions that otherwise apply to your participation in the HSFS Partner Program, see the HubSpot For Startup Program Agreement available at https://legal.hubspot.com/startups-partner-agreement.
6.8. Notices to us must be sent to your HubSpot contact and to “HubSpot, Inc., 2 Canal Park, Cambridge, MA 02141, Attention: General Counsel”, and we’ll send you any notices to both the address at the top of this letter, also to the attention of the General Counsel.
6.9. Neither partner will assign or transfer this Co-Marketing Agreement without getting the other partner’s consent in writing.
6.10. The following sections will survive the expiration or termination of this letter agreement: ‘Copyright’, ‘Data Processing and Protection’ and ‘General’.
Exhibit A
HubSpot uses the information you provide to us to contact you about our relevant content, products, and services. For more information, check out HubSpot's Privacy Policy. You can unsubscribe from communications from HubSpot at any time.
HubSpot will share the information you provide to us with the following partner, who will use your information for similar purposes: [PARTNER NAME]. To unsubscribe from [PARTNER NAME]'s communications, see [PARTNER NAME]'s Privacy Policy [LINK].
