If HubSpot causes your business harm, the most you can recover is what you paid HubSpot in the prior twelve months, and you cannot recover lost profits, lost data value, or other indirect damages.
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
For businesses whose operations depend heavily on HubSpot, the actual financial impact of a serious service failure or data incident could far exceed twelve months of subscription fees, leaving significant losses unrecoverable under this agreement.
The aggregate liability cap at twelve months of fees paid means that enterprise customers paying $10,000 per month could recover a maximum of $120,000 regardless of actual damages suffered, and cannot recover lost revenue or business opportunity costs.
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You will remain responsible for any amounts you fail to pay in connection with your subscription, including collection costs, bank overdraft fees, collection agency fees, reasonable attorneys' fees, and arbitration or court costs.
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"IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE).— Excerpt from HubSpot's HubSpot Terms of Service
REGULATORY LANDSCAPE: Limitation of liability clauses in B2B SaaS agreements are broadly enforceable in the US under UCC and common law contract principles, though some states impose restrictions on liability limitations for gross negligence or willful misconduct. In the EU, liability limitations that would impair mandatory data subject rights or GDPR Article 82 liability for data breaches may not be fully enforceable. The FTC may scrutinize liability limitations that effectively insulate providers from accountability for data security failures affecting consumers. GOVERNANCE EXPOSURE: High for enterprise customers. The combination of a twelve-month fee cap and exclusion of consequential damages, including loss of data and revenue, creates material underinsured exposure for customers whose revenue operations depend on HubSpot's platform uptime and data integrity. This is a standard SaaS provision but its practical impact scales significantly with the customer's dependency on the platform. JURISDICTION FLAGS: EU customers should evaluate whether this limitation would be enforceable in their jurisdiction under applicable mandatory law, particularly for GDPR-related claims. UK customers post-Brexit should assess the Unfair Contract Terms Act 1977 and Consumer Rights Act 2015 applicability. Some US states, including California, impose additional restrictions on liability limitations in certain contract contexts. CONTRACT AND VENDOR IMPLICATIONS: Enterprise procurement teams should assess whether the twelve-month cap can be negotiated upward, whether carve-outs for data breaches caused by HubSpot's gross negligence or willful misconduct are available, and whether HubSpot carries adequate cyber liability insurance to support claims. The mutual framing of the cap is notable and limits HubSpot's exposure to customer claims as well. COMPLIANCE CONSIDERATIONS: Risk management teams should quantify their maximum recoverable amount under this cap relative to their actual business dependency on HubSpot and assess whether supplemental cyber insurance or contractual protections are warranted. Legal teams should also verify whether the cap applies to indemnification obligations or whether separate indemnification caps exist.
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For businesses whose operations depend heavily on HubSpot, the actual financial impact of a serious service failure or data incident could far exceed twelve months of subscription fees, leaving significant losses unrecoverable under this agreement.
The aggregate liability cap at twelve months of fees paid means that enterprise customers paying $10,000 per month could recover a maximum of $120,000 regardless of actual damages suffered, and cannot recover lost revenue or business opportunity costs.
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