TERMS & CONDITIONS

Onboarding and Enablement Services Terms and Conditions

THE QUOTE (AS DEFINED HEREIN) AND THESE ONBOARDING AND ENABLEMENT SERVICES TERMS AND CONDITIONS (COLLECTIVELY REFERRED TO AS THE “AGREEMENT”), SHALL CONSTITUTE THE ENTIRE AGREEMENT CUSTOMER (AS DEFINED HEREIN) AND accelant LLC (accelant), CONCERNING USE OF THE SERVICES (AS DEFINED HEREIN). BY ORDERING OR OTHERWISE USING THE SERVICES, CUSTOMER AGREES TO AND ACCEPTS THIS AGREEMENT IN ITS ENTIRETY. AND accelant  CUSTOMER MAY BE REFERRED TO COLLECTIVELY AS THE “PARTIES” OR INDIVIDUALLY AS A “PARTY.” 

accelant shall provide the Services described in the applicable quote given by accelant to Customer (the “Quote”). These terms and conditions govern each Quote and prevail over the terms of a Quote in the event of a conflict unless the Quote expressly states otherwise.  

2.1 Fees. Customer shall pay accelant all fees specified in the Quote, subject to the dispute provisions below. All fees are quoted and payable in United States dollars. Fees and expenses for the Services will be invoiced in accordance with the relevant Quote. All other fees and expenses due hereunder (except fees and expenses disputed in good faith by Customer) shall be due and payable within thirty (30) days of invoice date. Customer agrees that it will provide accelant with complete and accurate billing and contact information. Upon accelant’s request, Customer will make payments via wire transfer or ACH. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at accelant’s discretion, late charges at the rate of 1.0% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date of such payment was due until that date paid.  

2.2 Taxes. Except as otherwise stated in a Quote, accelant’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, excise, use or withholding taxes (collectively, “Taxes”). If Customer has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), Customer shall gross up the payments so that accelant receives the amount actually quoted and invoiced. If accelant has a legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides accelant with a valid tax exemption certificate authorized by the appropriate taxing authority. 

3. Proprietary Rights; Customer Data 

3.1 accelant IP. accelant and its licensors own all rights, title and interest in and to the Services and Work Product, including any intellectual property rights in the systems, software, configurations, objects, apps, methodologies and other tools used to provide the Services and implement and integrate the software licensed to Customer by HubSpot, Inc. (the “accelant IP”). accelant hereby grants Customer, in consideration of and subject to Customer’s  payment of  all fees relating to the Services delivered hereunder, a perpetual, worldwide, non-exclusive, non-transferable (except as specified in Section 10.4), non-sublicensable, right to use the accelant IP solely for its own internal business purposes (except as expressly provided otherwise herein) in connection with the Work Product and use, operation, maintenance and support of the HubSpot, Inc. software that is the subject of the Services, subject to the terms and conditions of this Agreement. For the avoidance of doubt, the accelant IP excludes Customer Confidential Information and Customer Data. accelant acknowledges that third parties, including HubSpot and accelant’s competitors, may have access to Customer’s HubSpot tenant and other systems from time to time and may therefore have access to certain accelant IP installed or used together with Customer’s HubSpot deployment. Customer is expressly permitted, at Customer’s sole risk, to allow such access and may itself, directly or with the assistance of third parties, further, develop, enhance, create derivative works of or modify any accelant IP solely for Customer’s internal business purposes; provided, however, that accelant shall have no liability or obligations with respect to any such developments, enhancements, derivative works, or modifications. No rights to the accelant IP are granted to Customer hereunder other than as expressly set forth herein. 

3.2 Customer Data. All Customer Data shall be and remain the property of Customer and Customer shall retain exclusive rights and ownership thereto. The Customer Data shall not be used by accelant for any purpose other than as necessary or useful to provide Customer the Services under this Agreement, nor shall such data or any part of such data be disclosed, sold, assigned, leased or otherwise disposed of to third parties by accelant or commercially exploited or otherwise used by or on behalf of accelant, its officers, directors, employees, or agents. 

4. Confidentiality.

A party shall not disclose or use any Confidential Information of the other party for any purpose outside the scope of this Agreement, except with the other party’s prior written permission. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind (but in no event using less than a reasonable standard of care). Each party shall ensure that its personnel comply with the requirements of this Confidentiality section and shall be liable to the other party for any breaches of this Confidentiality provision by its personnel. If a party is compelled by law to disclose Confidential Information of the other party, it shall promptly provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure. If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate. Confidential Information shall not include any information that the receiving party can demonstrate: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; or (iv) is received from a third party without breach of any obligation owed to the other party. Each party shall return to the other party or destroy the other party’s Confidential Information promptly upon the other party’s request and, in any case, within thirty (30) days of the termination or expiration of this Agreement. Without limiting the foregoing, within thirty (30) days of the termination or expiration of this Agreement, accelant will destroy or permanently delete and erase from its systems all Customer Data within its possession and, upon the request of Customer, during the course of Services, accelant will destroy or delete and erase from its systems those portions of Customer Data that accelant no longer requires in order to perform the Services. 

During the term of any Services and for a period of six (6) months after completion of performance, neither party will directly solicit for employment any then-current employee of the other party. Despite the foregoing agreement not to solicit each other’s personnel, it is possible one party’s personnel might apply for and be hired by the other party. Each party agrees that if, while accelant is providing Services and for a period of six (6) months thereafter, either party directly hires, retains or engages any employee of the other party, the hiring, retaining or engaging party shall pay to the other party a placement fee equal to the greater of (a) 30% of the hired or engaged person’s annual compensation before being hired or engaged or (b) 30% of the hired or engaged person’s annual compensation after being hired or engaged. Neither party shall be precluded from conducting general recruiting activities, such as participation in job fairs or publishing advertisements for general circulation in publications or on websites, hiring, retaining, or engaging personnel responding to such general recruiting activities. 

6.1 Mutual Representation and Warranties. Each party represents and warrants that it has the right to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all laws applicable to it; including those related to data privacy, international communications and the transmission of technical or personal data.  

6.2 accelant Representations and Warranties. accelant warrants to Customer that it shall perform the obligations described in each Quote in a professional and skillful manner; and that all Services shall conform to the applicable Quote.  

6.3 Warranty Remedies. As Customer’s sole and exclusive remedy and accelant’s sole liability for breach of the warranty set forth in Section 6.2, accelant shall correct the non-conforming Services at no additional charge to Customer. To receive this warranty remedy, Customer must promptly report deficiencies in writing to accelant, but no later than thirty (30) days after the first date deficiency is identified by Customer. 

6.4 DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACCELANT MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER. accelant MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO ANY THIRD- PARTY SERVICES, SOFTWARE, NETWORK, NETWORK CONNECTION, OR HARDWARE. THE LIMITED EXPRESS WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICES. 

7.1 Indemnification by accelant. accelant shall defend, indemnify and hold Customer, its officers, shareholders (or members or partners, if applicable), subsidiaries, employees, affiliates, agents and other representatives harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings made or brought against Customer by a third party (“Claims”) that the Work Product, when used in accordance with this Agreement, infringing a U.S. copyright, patent, or trademark of a third party. Notwithstanding the foregoing, accelant shall not be required to indemnify Customer to the extent that an alleged infringement: (a) is based upon information, requirements or directives furnished by Customer; (b) is the result of a modification to Work Product made by or on behalf of Customer not authorized by accelant; or (c) arises from use of the Work Product in a manner not permitted or contemplated by this Agreement. If Customer is enjoined from using the Work Product or accelant reasonably believes it will be enjoined, accelant shall have the right, at its sole option, to obtain for Customer the right to continue use of the Work Product or to replace or modify the Work Product so that it is no longer infringing and continues to conform materially in accordance with the Quote. If neither of the foregoing options is reasonably available to accelant, then use of the Work Product may be terminated at the option of accelant and accelant’s sole liability shall be to refund a prorated portion of any prepaid fees paid by Customer for such unused Work Product. 

7.2 Indemnification by Customer. Customer shall defend, indemnify and hold accelant, its officers, shareholders (or members or partners, if applicable), subsidiaries, employees, affiliates, agents and other representatives harmless from any Claims to the extent: (i) alleging that the Customer Data (as provided by Customer to accelant)  infringes the rights of, or has caused harm to a third party; or (ii) arising out of a claim that Customer or, its Employees or Authorized Parties have used the Services or Work Product in breach of this Agreement; (iii) for injury to person or damage to real or tangible personal property to the extent caused by the negligent acts or omissions of its Employees or Authorized Parties in connection with the provision of the Services to Customer under this Agreement or any willful misconduct or grossly negligent conduct by Customer or its Employees or Authorized Parties; (v) arising out of Customer’s violation of any applicable law in connection with its obligations hereunder or breach of the confidentiality provisions hereunder. 

7.3 Indemnification Procedures. To be indemnified, a party shall (a) promptly give written notice of the Claim (provided that a failure to provide prompt notice will not excuse the indemnifying party of its obligations to indemnify unless such failure has caused actual prejudice to the indemnifying party’s ability to defend such claim); (b) give the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle any Claim unless it unconditionally releases the other party of all liability without any admission of liability); and (c) provides to the indemnifying party, at the indemnified party’s cost, all reasonable assistance.  

8. Limitation of Liability

8.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, AND CUSTOMER’S PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO Accelent PURSUANT TO THE APPLICABLE QUOTE. 

8.2 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. 

9.1 Term. The term of a Quote will commence on the date the Quote is signed by the Customer and will continue until completion of the Services. 

9.2 Termination. Either party may terminate a Quote: (i) upon ten (10) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.  

9.3 Effect of Termination. Upon any termination of a Quote, Customer shall, as of the date of such termination, immediately cease accessing or otherwise utilizing the Services and accelant Confidential Information and accelant shall immediately cease providing Services and accessing Customer Confidential Information. Termination for any reason shall not relieve Customer of the obligation to pay any fees accrued or due and payable to accelant or relieve accelant of the obligation to refund any advance payments made by Customer, as of the effective date of termination.  

10.1 Relationship of the Parties. It is the intention of the parties that accelant serve as an independent contractor to Customer. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between parties and this Agreement does not make either party an agent, employee, or representative of the other party. There are no third-party beneficiaries to this Agreement. 

10.2 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery or delivery by FedEx or similar nationally recognized courier; (ii) the third business day after first class mailing by registered or certified mail, return receipt requested; or (iii) e-mail with electronic return receipt requested, if e-mail addresses for the parties are set forth in the Quote. Notices to accelant shall be addressed to the attention of Legal Department, at 25 Main Street, Suite 215, North Reading, MA 01864. Notices to Customer shall be addressed to the signatory to the Quote at accelant’s address on file for the Customer.  

10.3 No Waiver; Cumulative Remedies. No failure to delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.  

10.4 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld); provided, however, that either party may assign this Agreement without such consent to an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise, provided the assigning party gives written notice of the assignment to the non-assigning party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.  

10.5 Governing Law; Waiver of Jury Trial. This Agreement shall be governed exclusively by the internal laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws rules. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. Any legal action brought to enforce or interpret this Agreement shall be brought exclusively in a state or federal court located in Boston, Massachusetts. 

10.6 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.  

10.7 Amendment. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in a writing specifically referring to this Agreement and the parties’ intent to amend it and signed by both parties.  

10.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.  

11. Definitions.

“Authorized Parties” means Customer’s Employees and third-party providers authorized to access or receive Customer Data by Customer in writing. 

“Confidential Information” means (a) any software or methodologies utilized by accelant in the provision of the Services and any underlying source code; (b) Customer Data; (c) each party’s business or technical information, including but not limited to any Quote, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as “confidential” or “proprietary” or the receiving party knows or should reasonably know is confidential or proprietary; and (d) the terms, conditions and pricing of this Agreement (but not its existence or parties).  

"Customer” means the entity listed as the customer on the applicable Quote. 

“Customer Data” means any and all non-public information of Customer accessed by accelant in its performance of the Services including, without limitation, individually identifying information related to former, current or prospective employees, consultants, contingent workers, independent contractors or retirees of Customer that is accessed, disclosed, provided, obtained, created, generated, scanned, entered, collected or processed in connection with the Services.  

“Employee” means Customer’s employees, consultants, contingent workers, independent contractors, and retirees whose active business record(s) are or may be managed by the Services. Information related to former employees, consultants, contingent workers, independent contractors and retirees in the form of static, historical records may be maintained in the system but shall be excluded from the calculation of Employees. 

“Services” means accelant’s services and support as described in the applicable Quote.  

“Work Product” means deliverables and other work products prepared, developed or created by accelant or its personnel for Customer in connection with the Services. 

FAQs

Frequently Asked Questions