By clicking on “I agree” (or a similar box or button to evidence your agreement) when you sign up for Webflow’s Affiliate Program (as defined below) or otherwise gain access to the Affiliate Program (as defined below), you accept and agree to be bound by the terms and conditions of this Affiliate Program Agreement and any associated addenda referenced herein (collectively, the “Agreement”). This Agreement is between (1) Webflow, Inc. (inclusive of the Webflow Affiliates, “Webflow,” “we,” “our,” or “us”) and (2) either the entity you accept this Agreement on behalf of, or you in your individual capacity, as applicable (in either case, “Affiliate,” “you” or “your”). Please read these terms carefully as they govern your rights and obligations under Webflow’s Affiliate Program.
For the avoidance of doubt, if you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that you have the full legal authority to bind your employer or such entity to this Agreement, and in such cases, the word “you,” “your” or “Affiliate” in this Agreement will refer to your employer or such entity for the purposes of interpreting this Agreement.
You can view the current version of this Agreement at any time at https://webflow.com/legal/affiliate-terms. We reserve the right to modify, update, or change this Agreement from time to time by posting updates and changes at https://webflow.com/legal/affiliate-terms. When we make any material changes to this Agreement, we will use reasonable efforts to provide notice to you by (1) updating the Version Date at the top of this page; and/or (2) emailing you. Notwithstanding the foregoing, you acknowledge and agree that your continued participation in the Affiliate Program after any such updates constitutes your agreement to the Agreement as updated. However, changes will become effective immediately if such changes are necessary to comply with Applicable Laws (as defined herein) or are a result of changes to Webflow’s product offerings.
For the avoidance of doubt, (1) any reference to this “Agreement” includes all the documents, links, and addenda referenced herein (including by way of example only, your Webflow Subscription Agreement, Webflow’s Global Privacy Policy, Program Rules, and Acceptable Use Policy, as all are defined herein); and (2) such documents, links, and addenda are all incorporated by reference into this Agreement.
1. Definitions
1.1. “Acceptable Use Policy” means the Acceptable Use Policy applicable to using the Platform, available at https://webflow.com/legal/aup;
1.2. “Affiliate Badge(s)” means the badges granted by Webflow to Affiliate under the Affiliate Program as applicable, which Affiliate may use to publicly indicate its applicable tier or distinctions;
1.3. “Affiliate Link” means the affiliate link or code provided to you through the Affiliate Program;
1.4. “Affiliate Marks” means Affiliate’s Trademarks;
1.5. “Affiliate Program” or “the Program” means the Affiliate program offered by Webflow at https://webflow.com/affiliates under which Affiliates may earn commissions through Webflow provided affiliate-referral links;
1.6. “Affiliate Resources” means any and all training and enablement materials, marketing collateral, sales tools and assets, and other benefits, resources, and materials that Webflow may elect to provide to Affiliates participating in the Affiliate Program;
1.7. “Affiliate Tool” means the Affiliate Program portal;
1.8. “Applicable Law(s)” means any and all laws, regulations, conventions, decrees, decisions, orders, judgments, codes and requirements of any government authority (federal, state, local or international) having jurisdiction, that are applicable to a party’s performance of obligations and/or exercise of rights under this Agreement;
1.9. “Client(s)” means individuals or entities that have engaged Affiliate;
1.10. “Commission” means an amount described in the Program Materials for each Customer transaction as further described in the Program Materials;
1.11. “Confidential Information” means the non-public business, technical, or financial information relating to a party’s business that such party may disclose to the other party;
1.12. “Customer” or “Webflow Customer” means an individual or entity that has subscribed to use the Webflow Platform;
1.13. “Customer Transaction(s)” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool;
1.14. “De-Identified Data” means data and other information gleaned from Affiliate’s participation in the Affiliate Program and/or or its use of the Platform that has been aggregated and/or anonymized such that it cannot identify or be used to reasonably identify any individual person, household, or Affiliate;
1.15. “Effective Date” means the date when you sign up for the Affiliate Program or otherwise gain access to the Affiliate Program and initially accept this Agreement;
1.16. “End Users” means any natural persons viewing, browsing, or otherwise accessing or using a Webflow Customer’s Website Content;
1.17. “Feedback” means any non-confidential comments, ideas, or feedback about the Affiliate Program and/or the Platform submitted by Affiliate to Webflow, including without limitation any suggestions related to improving the Affiliate Program or Platform;
1.18. “Global Privacy Policy” means the policy available at https://webflow.com/legal/privacy;
1.19. “Intellectual Property” means all worldwide rights in and to intellectual property, including, without limitation rights to inventions, trade secrets, know-how, technology, research tools, data, software, improvements and rights of authorship and attribution, whether or not protected by patents or copyrights, and including, without limitation, patent applications, patents, trade secret rights, copyrights, trademarks, and other exclusive or non-exclusive rights pertaining to intellectual property owned or controlled by a party;
1.20. “Platform” means Webflow’s software-as-a-service website design and development platform and its related products or services;
1.21. “Program Materials” means the Program Rules, Affiliate Resources, Affiliate Badges (if applicable), instructions, technical documentation, and any ancillary or related resources provided by Webflow to Affiliate as part of the Affiliate Program, as may be updated from time to time;
1.22. “Program Rules” means collectively the policies, usage guidelines, and other requirements applicable to Affiliate that are published in the Affiliate Tool and updated from time to time by Webflow and available at https://help.webflow.com/hc/en-us/articles/33961372613011-Join-Webflow-s-affiliate-program;
1.23. “Subscription Agreement” means the subscription contract between Webflow and the applicable Webflow Customer (which may include Affiliate and/or its Clients) governing its use of the Platform;
1.24. "Term" means the period during which this Agreement is in effect, commencing as of the Effective Date and continuing in effect for as long as the Affiliate participates in the Affiliate Program, until terminated as provided herein;
1.25. “Trademarks” means the trademarks, service marks, trade names, copyrights, logos, slogans, content, media, materials, identifying symbols and indicia of the applicable party;
1.26. “Trademark Policy” means the policy available at https://webflow.com/legal/trademark-usage-policy;
1.27. “Webflow Affiliate(s)” means with respect to Webflow, an entity that directly or indirectly controls (e.g., subsidiary), is controlled by (e.g., parent), or is under common control with (e.g., sibling) such party; and the term “control” (including the terms “controlled by” and “under common control with”) means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise;
1.28. “Webflow Marks” means Webflow’s Trademarks and any applicable Affiliate Badges; and
1.29. “Website Content” means any content that Webflow Customers (which may include Affiliate and/or its Clients) and/or their authorized users create, publish, produce, upload, display, or otherwise make available to End Users on or via the Platform.
2. Affiliate Program; Eligibility
2.1. Affiliate Program Overview and Eligibility. Webflow operates the Affiliate Program, and any third party is eligible to participate in the Affiliate Program in accordance with the terms of this Agreement. Subject to Affiliate’s ongoing compliance with this Agreement and the Program Rules, the Affiliate Program will enable Affiliate to take advantage of certain Webflow benefits, including access to the Affiliate Tool to view and leverage the Affiliate Resources. For the avoidance of doubt, Affiliate may access the Affiliate Tool and leverage the Affiliate Resources provided to Affiliate solely during the Term and solely in connection with the Affiliate Program activities.
2.2. Subscription Agreement. For clarity, this Agreement exclusively governs Affiliate’s participation in the Affiliate Program. Any end use of the Platform by Affiliate, its Clients, and/or any of their authorized users is governed separately under the applicable Customer Subscription Agreement. For the avoidance of doubt, Customers must subscribe to access and use the Platform by directly entering into a Subscription Agreement with Webflow.
3. Enrollment; Affiliate tiers; Commision; Abuse; Payment terms
3.1. Enrollment and Affiliate Tiers. Upon successfully completing the Affiliate Program application and registration criteria (as further described in the Program Rules), Affiliate will be and shall remain enrolled in the Affiliate Program for as long as Affiliate remains in good and active standing within the Affiliate Program (as further described in the Program Rules). After receiving your application, we will notify you of your acceptance or rejection into the Affiliate Program. We reserve the right to reject any application. After successful enrollment, Affiliate may be designated a certain Affiliate tier (as further described in the Program Rules) and may be eligible to earn and receive the associated Affiliate benefits. Webflow may update the tiers and benefits at any time.
3.2. Commission. Under the Affiliate Program, Affiliate may be entitled to earn Commission, as further specified in the Program Rules. You must satisfy the criteria as specified in the Program Rules prior to qualifying for the Commission. Webflow may make updates to the Commission component of the Affiliate Program at any time. You will only be eligible for Commission for any applicable Customer purchases made using an approved Affiliate Link (as further described in the Program Rules). As further described in the Program Rules, Commission is calculated based on the fees actually received by Webflow in connection with the applicable Customer entering into a Subscription Agreement with Webflow, exclusive of taxes and after applying any discounts, credits, or promotions.
3.2.1. In addition, Commissions may not be earned on purchases made by anyone directly associated with your organization, including your employees, agents, and contractors. Purchases made with an email or credit card associated with you are also not eligible for Commission. You may not use the Affiliate Program as a means to self-refer, including for any entity you own, are employed at, contract with, or control, to receive Commission. If you breach this Section 3.2.1, Webflow will immediately terminate your participation in the Affiliate Program and will not pay out any remaining earned Commission.
3.3. Abuse of the Affiliate Program. Webflow reserves the right to withhold any Commission deemed in Webflow’s sole discretion to have come from Affiliate’s abuse or misuse of the Affiliate Program. If, after making a Commission payment to Affiliate, Webflow determines that Affiliate abuse or misuse occurred, Webflow may, in addition to any other legal remedies available, recover from Affiliate any Commission payments previously disbursed to Affiliate that were a result of or otherwise related to such abuse or misuse.
3.4. Payment Terms. Webflow distributes Commission payments once per calendar month following the eligible purchase (each such period, a “Payment Period”) via the applicable third-party payment provider. In order to receive payment, Affiliate must maintain accurate account information in the Affiliate Tool and with the applicable payment provider (e.g., bank information). Affiliate must submit to Webflow and/or the applicable payment provider all necessary and valid tax documents, including VAT invoices where applicable. If the payment provider does not receive such documentation, the payment provider may not process the Commission payment until after receipt of such documentation.
3.5. Taxes. To the extent allowed under Applicable Law, Affiliate is responsible for all applicable taxes that arise from or as a result of any activities under this Agreement, including on Commission paid by Webflow to Affiliate. In a timely manner, Webflow will provide relevant tax documentation, if any, for applicable taxes resulting from the activities under this Agreement. If taxes are not collected by Webflow, Affiliate is responsible for determining whether taxes are payable on an applicable transaction, and if so, self-remitting taxes to the appropriate tax authorities.
4. Restrictions; Responsibilities; Warranties; Prohibited activities
4.1. Usage Restrictions. You will not or attempt to (and will not allow others to) a) reverse engineer, decompile, disassemble or translate the code or technology in connection with the Affilaite Program or Platform, or otherwise attempt to derive source code, trade secrets, or know-how in or underlying in the Affilaite Program or Platform or any portion thereof; b) interfere with, modify, disrupt or disable features or functionality of the Affilaite Program or the Platform, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms; c) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Affilaite Program or Platform to any third party except as expressly permitted herein; (d) interfere with or disrupt the integrity or performance of the Platform or the Affilaite Program, including by disrupting the ability of any other person to use or enjoy the Platform or the Affilaite Program, or attempt to gain unauthorized access to the Platform or the Affilaite Program or related systems or networks; or (e) remove or alter any of Webflow’s proprietary notices or marks.
4.2. Affiliate Responsibilities and Warranties. Affiliate represents and warrants to Webflow that (a) its participation in the Affiliate Program, including its use of the Platform, will be in compliance with (i) Affiliate’s Subscription Agreement and Webflow’s standard published policies then in effect and currently available at https://webflow.com/legal/terms (including, without limitation, Webflow’s Acceptable Use Policy, Global Privacy Policy, and Trademark Policy); (ii) the Program Rules; and (iii) all Applicable Laws and regulations; (b) it has obtained and shall maintain throughout the Term all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations and grant us any applicable rights hereunder; and (c) it is in good standing with the Federal Trade Commission (the “FTC”) and is in compliance with all FTC guidelines.
4.3. Prohibited Activities. By participating in the Affiliate Program, you hereby agree and understand that you, directly or indirectly, will not:
4.3.1. Infringe on Webflow’s or a third party’s Intellectual Property, publicity, privacy, or other rights;
4.3.2. Use the Webflow Marks in violation of Applicable Law or in connection with an obscene, indecent, or unlawful topic or material;
4.3.3. Create or register any (i) businesses, (ii) URLs, (iii) domain or sub-domain names, (iv) software application names or titles, or (v) social media handles or profiles that include the word "Webflow," any Webflow Marks, or any words that are confusingly similar to the Webflow Marks;
4.4.4. Use the Webflow Marks in any keyword advertising targeting, including via Google AdSense/AdWords or similar products;
4.4.5. Bid on any Webflow Marks, including any variations or misspellings thereof, for search engine marketing or any other form of online advertising;
4.4.6. Make misleading claims about Webflow, the Platform, or other Webflow offerings;
4.4.7. Make any false or misleading statements to encourage someone to use your Affiliate Link;
4.4.8. Use automated systems or bots through any channel to distribute, post, or otherwise share your Affiliate Link, including using scripts or programmed or automatic dialers to send invites or otherwise share your Affiliate Link;
4.4.9. Create misleading, fraudulent, or fake websites, webpages, social media profiles, or apps to misrepresent your connection to Webflow,
4.4.10. Misrepresent or embellish the relationship between you and Webflow or imply any relationship or affiliation between you and Webflow or any other person or entity except as expressly permitted by the Affiliate Program;
4.4.11. Present your website in any way that resembles, impersonates, copies, or mirrors the look and feel of Webflow’s website at https://webflow.com;
4.4.12. Use redirects on your advertisements to impersonate another domain or bounce a click off of a domain from which the advertisement did not originate in order to give the appearance that it came from that domain;
4.4.13. Create advertisements that impersonate Webflow or redirects any clicks to webflow.com or any other Webflow-owned domain;
4.4.14. Engage in cookie stuffing or include pop-ups, false, or misleading links on your website, including, as applicable, you will not attempt to mask the referring url information (e.g., the page from where the click is originating); and
4.4.15. Create, publish, distribute, or print any written material that makes reference to the Affiliate Program without our prior written consent.
4.4. Remedies. Affiliate acknowledges and agrees that if Affiliate violates any provision of this Section 4, Webflow may terminate or suspend this Agreement and Affiliate’s access to the Affiliate Program immediately without liability or obligation owed to Affiliate. Termination or suspension by Webflow under this Section 4 shall be in addition to, and not in lieu of, Webflow’s other rights and remedies. If Webflow terminates or suspends the Agreement due to a breach by Affiliate of this Section 4, Affiliate forfeits all rights to any accrued Commission.
5. Confidentiality; Proprietary rights; Feedback; Trademarks
5.1. Confidentiality Definition. All information disclosed by Webflow that is marked as confidential or proprietary or that you should reasonably understand to be confidential or proprietary is “Confidential Information.” Confidential Information includes, but is not limited to, non-public aspects of the Program Materials; non-public aspects of the Platform non-public aspects of the Affiliate Program; non-public End User Data provided to you by Webflow; and non-public technology, technical information, and product plans to which you obtain access as a result of the relationship between you and Webflow under this Agreement. Confidential Information shall not include any information that: (i) is or becomes generally known to the public; (ii) was known to you before its disclosure hereunder as documented by written evidence; or (iii) is received from a third party, in each case without breach of an obligation owed to Webflow or anyone else.
5.2. Your Confidentiality Obligations. During and after the term of this Agreement, you shall (a) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (b) only use Confidential Information to fulfill your obligations under this Agreement. If you are compelled by law to disclose Confidential Information, you must provide Webflow with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Webflow’s cost, if Webflow wishes to contest the disclosure.
5.3. Injunctive Relief. In event of actual or threatened breach of this Section 5, Webflow shall have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate.
5.4. Proprietary Rights. As between the parties, (i) Affiliate shall own and retain all right, title, and interest in and to any Affiliate Confidential Information and its Intellectual Property; and (ii) Webflow shall own and retain all right, title, and interest in and to (a) Webflow’s Confidential Information, (b) its Intellectual Property, (c) the Platform, and any related software and any improvements, enhancements, or modifications thereto and all Intellectual Property related to any of the foregoing, and (d) any software, applications, inventions, or other technology developed by Webflow in connection with any additional services or support.
5.5. Service Improvements; Feedback.
Notwithstanding any other term of the Agreement, Webflow shall have the right to reproduce, collect, analyze, or otherwise use De-Identified Data to improve and enhance the Affiliate Program, the Platform, and for other related development, diagnostic and corrective purposes. Affiliate may choose to, but is not obligated to, submit Feedback to Webflow. Affiliate agrees that for any Feedback it provides, Affiliate hereby assigns to Webflow all right, title, and interest in and to such Feedback, and Webflow is free to reproduce, disclose, and otherwise use the Feedback without attribution, payment, or restriction of any kind. Affiliate will not submit any Feedback that it considers confidential or proprietary and Webflow will treat any Feedback it receives as non-confidential and non-proprietary.
5.6. Trademarks.
5.6.1. Affiliate’s Marks. Affiliate grants Webflow a limited, worldwide, revocable, non-exclusive, non-transferable (except as permitted in Section 9.6), non-sublicensable, and royalty-free license to use and publicly display Affiliate’s Marks solely in connection with the Affiliate Program and this Agreement. Affiliate shall own and retain all rights, title, and interest in the Affiliate Marks and all use thereof by Webflow will inure to the benefit of Affiliate.
5.6.2. Webflow’s Marks. Webflow hereby grants Affiliate a limited worldwide, revocable, non-exclusive, non-transferable, non-sublicensable, and royalty-free license to use and publicly display the Webflow Marks solely in connection with the Affiliate Program and this Agreement. Webflow shall own and retain all rights, title, and interest in the Webflow Marks and all use thereof by Affiliate will inure to the benefit of Webflow.
During the Term of this Agreement, Affiliate may use Webflow’s Marks in accordance with the Program Rules, provided that Affiliate’s use is in compliance with the following usage requirements: (i) Affiliate must only use the Webflow Marks as made available to Affiliate by Webflow as part of its participation in the Affiliate Program without altering them in any way; (ii) Affiliate must only use the Webflow Marks in connection with the Affiliate Program and this Agreement; (iii) Affiliate’s use must comply with this Agreement, including without limitation the Program Materials, Program Rules, and the Trademark Policy; and (iv) Affiliate must immediately comply if Webflow requests that Affiliate discontinue or cure any use of the Webflow Marks.
For the avoidance of doubt, Affiliate must not use any of the Webflow Marks: (a) in a misleading or disparaging way; (b) outside the scope of the Affiliate Program or this Agreement; or (c) in a way that implies, directly or indirectly, that Webflow endorses, sponsors, or approves of Affiliate’s services or products.
6. Term and termination
6.1. Term and Termination. Subject to earlier termination as provided herein, this Agreement will remain in effect for the duration of the Term. Either party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other party. Webflow may immediately terminate this Agreement, and terminate Affiliate’s access to the Affiliate Program if Affiliate fails to meet the Affiliate Program requirements as specified in the Program Rules or breaches this Agreement. You may terminate this Agreement at any time by ceasing to participate in the Affiliate Program.
6.2. Effect of Termination. Upon any termination: (a) Affiliate’s status as an active Affiliate will be immediately and automatically revoked; (b) Affiliate must immediately cease using the Program Materials, Webflow Marks, the Affiliate Badge(s) (if applicable), and any other assets provided to Affiliate by Webflow pursuant to this Agreement; (c) Affiliate will immediately remove all references to the Affiliate Program (including, but not limited to, any display or publication of the Webflow Marks and Affiliate Badge(s)) from its website, materials, media, or other collateral; (d) you will destroy or return any Webflow Confidential Information in your possession, including any Program Materials and provide written confirmation of such destruction; (e) all rights and licenses granted to each party under this Agreement will immediately cease and expire, including but not limited to the right of Affiliate to earn and receive any new unearned Commission; and (f) Webflow’s obligation to pay, and your right to receive, any outstanding Commission will terminate upon the date of such termination.
6.3. Surviving Provisions. The provisions set forth in this Agreement that, by their nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement. Webflow will have no obligation or liability resulting from termination or suspension of this Agreement as permitted herein.
7. Indemnification
7.1. By Affiliate. Affiliate will indemnify, defend, and hold harmless Webflow (including any Webflow Affiliates, its members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any damages, liabilities, losses, judgments, awards, penalties, fines, and any related costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Losses”), arising from or relating to a claim, demand, cause of action, debt, or liability brought by a third party (“Claim”) related to (a) Affiliate’s violation or breach of this Agreement; (b) Affiliate’s relationship with any Clients; (c) any warranty, condition, representation, indemnity or guarantee relating to Webflow and the Platform granted by Affiliate to any Customer, prospective Customer, or other third party; and (d) Affiliate’s violation or breach of any Applicable Laws, rules, or regulations, or the rights of any third party, including but not limited to Intellectual Property rights or privacy rights. Webflow may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Webflow’s prior written consent (not to be unreasonably withheld).
8. Disclaimer; Limitation of liability
8.1. THE AFFILIATE PROGRAM, THE PLATFORM, AND ALL PROGRAM MATERIALS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT.
8.2. YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE AFFILIATE PROGRAM, OR ALL PROGRAM MATERIALS IS TO STOP PARTICIPATING IN THE AFFILIATE PROGRAM.
8.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEBFLOW ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES IN THE AFFILIATE PROGRAM, THE PLATFORM, AND ALL PROGRAM MATERIALS; (II) PERSONAL INJURY OR PROPERTY DAMAGE (INCLUDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO YOUR MEDIA), OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR USE OF THE AFFILIATE PROGRAM, THE PLATFORM, AND ALL PROGRAM MATERIALS (INCLUDING INFRINGEMENT CAUSED BY THIRD-PARTY FRAUD, MALFEASANCE, OR EXPLOITATION OF TECHNICAL ERRORS IN THE PROGRAM MATERIALS); (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION OR FINANCIAL INFORMATION, STORED THEREIN; (IV) ANY ERRORS, MISTAKES, LOSSES, DAMAGE OR UNAUTHORIZED ACCESS RESULTING FROM THE USE OF THIRD PARTY APPLICATIONS BY YOU OR BY WEBFLOW ON YOUR BEHALF; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE AFFILIATE PROGRAM, THE PLATFORM, AND ALL PROGRAM MATERIALS; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE AFFILIATE PROGRAM; (VII) ANY ERRORS OR OMISSIONS IN THE AFFILIATE PROGRAM, THE PLATFORM, AND ALL PROGRAM MATERIALS OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE AFFILIATE PROGRAM; AND/OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
8.4. IN NO EVENT SHALL WEBFLOW OR OUR WEBFLOW AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE AFFILIATE PROGRAM, THE PLATFORM, OR ALL PROGRAM MATERIALS.
8.5. IN NO EVENT SHALL WEBFLOW OR OUR WEBFLOW AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS RELATED TO THIS AGREEMENT IN AN AMOUNT EXCEEDING $100.
8.6. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WEBFLOW OR OUR WEBFLOW AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.7. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
9. Miscellaneous
9.1. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its respective employees, as well as all employment-related taxes. Affiliate does not have any authority of any kind to bind Webflow in any respect whatsoever.
9.2. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
9.3. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
9.4. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
9.5. Entire Agreement. This Agreement is the complete and exclusive agreement between the parties regarding matters covered by this Agreement. For the avoidance of doubt, this Agreement supersedes and terminates any and all prior and/or contemporaneous agreements, proposals, or representations, written or oral, otherwise relating to or concerning its subject matter or any previous Webflow Affiliate programs or related offerings. Any and all waivers must be in writing and signed by both parties, except as otherwise provided herein. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
9.6. Assignment. Neither party may assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, that Webflow may assign the Agreement in its sole discretion to a Webflow Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may at its election terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
9.7. Notices. Notice to Webflow will be sent to the contact address set forth below (subject to change upon notice to Affiliate), and will be deemed delivered as of the date of actual receipt: Webflow, Inc., 398 11th St., San Francisco, CA 94103 attn: Legal Department or legal@webflow.com.
Notice to Affiliate will be provided to the email address in your Affiliate Tool account information, or we may give notices through an in-app notification in the Affiliate Tool. Affiliate must maintain accurate and current account information.
9.8. Dispute Resolution; Governing Law; Venue. To expedite resolution and reduce the cost of any dispute, controversy, or claim related to this Agreement, the parties agree to first attempt to negotiate any dispute in good faith informally for at least thirty (30) days before initiating any legal proceeding. Such informal negotiations will commence upon written notice. This Agreement is governed by and will be construed in accordance with the laws of the State of California, without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Any legal action or proceeding arising under this Agreement will be brought exclusively in the state or federal courts in San Francisco County, California, and the parties expressly consent to personal jurisdiction and venue therein. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.