The agreement requires Customers to defend and indemnify HubSpot against third-party claims, damages, and legal costs arising from the Customer's use of services in violation of the agreement, from Customer Data uploaded to the platform, or from the Customer's violation of third-party rights.
This analysis describes what HubSpot's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision establishes a unidirectional indemnification obligation on the Customer covering claims arising from Customer Data, which includes Contact Data uploaded to HubSpot. This means that if a data subject or regulator brings a claim related to Customer Data processed through HubSpot, the Customer is contractually obligated to defend and hold HubSpot harmless.
Under this clause, business customers are obligated to cover HubSpot's legal defense costs and any damages arising from third-party claims connected to Customer Data or Customer's violation of the agreement. The agreement states this obligation covers attorneys' fees, judgments, and losses, creating financial exposure that extends beyond the subscription fee itself.
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"Customer will defend, indemnify and hold harmless HubSpot and its officers, directors, employees, agents, licensors and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to: (i) Customer's use of the Subscription Services in violation of this Agreement; (ii) Customer Data; or (iii) Customer's violation of any third party rights.— Excerpt from HubSpot's HubSpot Terms of Service
1) REGULATORY LANDSCAPE: Indemnification clauses are standard in B2B SaaS agreements. The Customer's indemnification obligation for Customer Data claims may interact with GDPR Article 82, under which data controllers can be held liable for data processing violations. If a data subject brings a GDPR claim that is partially attributable to HubSpot's processing on behalf of the Customer, the allocation of indemnification obligations may be subject to challenge depending on the facts and applicable law. Irish and Massachusetts law govern interpretation and enforceability. 2) GOVERNANCE EXPOSURE: Medium. The indemnification obligation for Customer Data is broad in scope, covering all claims arising from Customer Data without carve-outs for HubSpot's own processing errors or security failures. Legal teams should assess whether this allocation is commercially appropriate and whether any limitations or mutual indemnification provisions are available for negotiation. 3) JURISDICTION FLAGS: EU customers should assess whether the indemnification obligation for Customer Data claims is consistent with GDPR's allocation of controller and processor responsibilities. Under GDPR, a processor (HubSpot) may bear direct liability to data subjects for certain violations, and the contractual indemnification structure may not fully override statutory liability allocations. US customers in states with comprehensive privacy laws should similarly assess whether the indemnification obligation aligns with applicable statutory liability frameworks. 4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should assess whether HubSpot's standard terms include any reciprocal indemnification for claims arising from HubSpot's own platform failures, security breaches, or processing errors. The current provision as stated is Customer-to-HubSpot only for Customer Data claims, which may not reflect the full risk allocation in a data incident scenario. Enterprise customers may wish to negotiate mutual indemnification or carve-outs for HubSpot-caused incidents. 5) COMPLIANCE CONSIDERATIONS: Organizations should ensure that cyber liability insurance policies cover third-party claims arising from data processed through third-party platforms such as HubSpot. Legal and privacy teams should map the indemnification obligation against their GDPR and CCPA compliance posture to identify scenarios where Customer Data claims could trigger this provision.
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This provision establishes a unidirectional indemnification obligation on the Customer covering claims arising from Customer Data, which includes Contact Data uploaded to HubSpot. This means that if a data subject or regulator brings a claim related to Customer Data processed through HubSpot, the Customer is contractually obligated to defend and hold HubSpot harmless.
Under this clause, business customers are obligated to cover HubSpot's legal defense costs and any damages arising from third-party claims connected to Customer Data or Customer's violation of the agreement. The agreement states this obligation covers attorneys' fees, judgments, and losses, creating financial exposure that extends beyond the subscription fee itself.
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