Effective date: July 12, 2022
In our ongoing efforts to continuously improve our products and experiences for our customers, Webflow Inc., a Delaware Corporation located at 398 11th St., Floor 2, San Francisco, CA 94103 (“Webflow”), may offer you the opportunity to use features that are still in development that complement Webflow’s existing SaaS product, web design software, tools, and related services (the “Webflow Service").
If you choose and Webflow allows you to participate in Webflow’s beta product development program (the “Beta Program”), you agree to use any beta product offerings still in development that Webflow provides you access to (each, a “Beta Product”) in accordance with the terms and conditions of this agreement, which may be modified or updated by Webflow from time to time, effective upon posting an updated version of these terms (the “Beta Agreement”). You understand and agree that if you use a Beta Product after the date on which the Beta Agreement has changed, we will treat your use as acceptance of the updated Beta Agreement.
BY USING ANY BETA PRODUCT, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS BETA AGREEMENT. YOU FURTHER AGREE AND ACKNOWLEDGE THAT EACH BETA PRODUCT IS PROVIDED AS A “BETA” VERSION AND MADE AVAILABLE ON AN “AS IS” OR “AS AVAILABLE” BASIS AS SET FORTH IN SECTION 8 OF THIS BETA AGREEMENT. BETA PRODUCTS MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF ALL BETA PRODUCTS. YOU SHOULD NOT USE ANY BETA PRODUCT IF YOU ARE NOT COMFORTABLE ACCEPTING THESE RISKS.
IF YOU ARE ACCEPTING THIS BETA AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT OTHERWISE AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS BETA AGREEMENT AND YOU MAY NOT USE THE PRODUCTS OR SERVICES DESCRIBED HEREIN.
SECTION 13 OF THIS BETA AGREEMENT CONTAINS PROVISIONS THAT SHALL GOVERN ANY CLAIMS THAT THE PARTIES MAY HAVE AGAINST EACH OTHER, INCLUDING WITHOUT LIMITATION A MANDATORY ARBITRATION PROVISION.
In consideration of the mutual covenants set forth in this Beta Agreement, you hereby agree as follows:
As part of the Beta Program, Webflow may provide or allow you to access confidential or otherwise non-public business, technical or other similar information, materials, and/or ideas ("Webflow Proprietary Information"). You acknowledge and agree that Beta Products are (1) still in development and experimental form, and (2) constitute Webflow Proprietary Information. Without limiting any other term of the Beta Agreement, you represent and warrant to keep confidential and not disclose to any third party without Webflow’s prior, written consent (email acceptable) any Webflow Proprietary Information, including but not limited to the following: (a) the Beta Products; (b) your participation in the Beta Program; (c) any Webflow development, marketing, or similar plans, ideas, or related strategies that you learn of during your participation in the Beta Program; or (d) any verbal or written communications concerning the Beta Program or any Beta Products from Webflow (including its employees, agents, contractors, and related representatives (“Confidentiality Obligations”). For the avoidance of doubt, your Confidentiality Obligations shall survive the expiration or termination of this Beta Agreement and shall only expire when the relevant Webflow Proprietary Information becomes public knowledge. By way of illustrative example only and without limitation, if a Beta Product becomes publicly known but such Beta Product’s marketing plans do not (e.g., initial product announcement), you may disclose your knowledge concerning the Beta Product but you may not disclose your knowledge concerning such Beta Product’s marketing plans, price points, etc.
Subject to your ongoing compliance with the terms of this Beta Agreement, Webflow grants you a non-exclusive, non-sublicensable, non-transferable, revocable, limited license to use the Beta Product(s). Your license shall automatically expire upon the expiration or termination of this Beta Agreement.
As part of your participation in the Beta Program, you agree to (1) provide suggestions, comments, enhancement requests, recommendations, or any other general feedback regarding the Beta Product(s) or the Beta Program upon request from Webflow, including but not limited to information regarding the Beta Product(s) performance, ease of use, features that may be missing, any bugs encountered during the use of the Beta Product, and any related information (collectively, “Feedback”); (2) make available a reasonable amount of time to discuss with Webflow your experience participating in the Beta Program and any Feedback; and (3) grant Webflow an unrestricted, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate Feedback into the Beta Product(s) and other Webflow products or services without any attribution or obligation to you.
You acknowledge and agree that as between the parties, Webflow owns all Intellectual Property Rights in and to the Beta Product(s) and any and all intellectual property contained therein or related thereto, including, but not limited to, any text, graphics, user and visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications, computer code and associated documentation. For the purposes of this Beta Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction. Except as expressly set forth herein, Webflow does not grant to you any license, express or implied, to the intellectual property of Webflow or its licensors. You acknowledge and agree that the Beta Products(s) may not be copied, reproduced, sold, republished, transmitted, displayed, reposted, or otherwise distributed for public or commercial purposes in any form.
As part of your participation in the Beta Program, you agree that, in Webflow’s discretion and without obligation, Webflow may use your name and/or logo and any Feedback you provide to Webflow (e.g., testimonials or quotes) (collectively “Promotional Information”) in Weblow’s marketing materials and related assets. Pursuant to the foregoing, you hereby grant Webflow an unrestricted, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to reproduce, publish, distribute, display, translate, summarize, modify, adapt, incorporate, or otherwise use such Promotional Information, in whole or in part, alone or in other works in any form, media, or technology now known or later developed. Notwithstanding the above, Webflow shall obtain your prior consent before the first use of your quotes or testimonials in Webflow’s marketing materials, provided any subsequent use will not require any such prior consent. For the avoidance of doubt, in no event is Webflow obligated to use, reproduce, or publish any Promotional Information.
You agree to cooperate with Webflow in jointly producing mutually-beneficial content and exploring other co-marketing opportunities from time to time.
THE BETA PRODUCT(S) ARE PROVIDED ON AN “AS IS” AND AS AVAILABLE BASIS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WEBFLOW (1) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY MATTER, INCLUDING ANY REPRESENTATION THAT THE BETA PRODUCT(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND (2) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. ALL BETA PRODUCT(S) ARE PRELEASE, ARE EXPECTED TO CONTAIN DEFECTS, SOME OF WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OR PERFORMANCE OR COMPATIBILITY OF A FINAL, PUBLICLY AVAILABLE PRODUCT OFFERING. BETA PRODUCT(S) MAY NOT OPERATE ACCURATELY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCESS TO AND USE OF THE BETA PRODUCT(S) IS ENTIRELY AT YOUR OWN RISK AND YOU AGREE YOU ASSUME ALL RISK, COSTS, AND RESPONSIBILITY WITH RESPECT THERETO. IN NO EVENT SHALL WEBFLOW BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA PRODUCT(S). YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION, AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY BETA PRODUCT.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WHETHER RESULTING FROM A TORT, BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, WILL WEBFLOW BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WEBFLOW’S ENTIRE LIABILITY FOR DIRECT DAMAGES IN CONNECTION WITH THE BETA PROGRAM AND THIS BETA AGREEMENT SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
This Beta Agreement will automatically expire at the end of your participation in the Beta Program unless terminated sooner in accordance with this Beta Agreement. Either party may terminate this Beta Agreement before the end of your participation in the Beta Program for any reason effective immediately upon written notice to the other party. This Beta Agreement will automatically terminate upon any breach by you of any of your obligations hereunder, including but not limited to breach of confidentiality obligations. You acknowledge that a breach by you of any of your obligations under the Beta Agreement may result in your immediate removal from the Beta Program. Upon Webflow’s request, you will return to Webflow any Webflow Proprietary Information in your control or possession.
You agree to defend, indemnify, and hold Webflow harmless from and against any third-party demands, claims, proceedings, losses, liability, or expenses (including attorneys’ fees) arising out of or related to (1) your use of any Beta Product(s) in a manner not expressly authorized by this Beta Agreement, or (2) any breach by you of this Beta Agreement.
13.1 Initial Dispute Resolution. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Beta Agreement (a “Dispute”), each party agrees to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Webflow’s address for such notices shall be as set forth above, with an electronic copy to firstname.lastname@example.org. Your address for such notices is the email address you have previously exchanged and any mailing address you may have provided to Webflow.
13.2 Binding Arbitration. If you and Webflow are unable to resolve a Dispute as set forth above, all claims arising from or under this Beta Agreement (except those Disputes expressly excluded below) shall be finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. You understand that if either party elects to arbitrate, neither party will have the right to sue in court or have a jury trial. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (the “AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (the “AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The parties’ arbitration fees and share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $100, Webflow will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in its Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Beta Agreement, the parties may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. Arbitration will take place in San Francisco, California. For the avoidance of doubt, the parties agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the California state and Federal courts located in San Francisco, California have exclusive jurisdiction and the parties agree to submit to the personal jurisdiction of such courts.
13.3 Exceptions to Alternative Dispute Resolution. Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court located within the Central District of California with respect to any dispute related to the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property or proprietary rights.
13.4. Waiver Of Right to Be a Plaintiff or Class Member in a Purported Class Action or Representative Proceeding. You and Webflow agree that any arbitration will be limited to the Dispute between Webflow and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND Webflow ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Webflow otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this
13.5 Waiver of Jury Trial. Notwithstanding anything to the contrary herein, each party hereby waives to the fullest extent permitted by applicable law, any right it may have to a trial by jury of any arbitrable claim under this Beta Agreement and in connection with the enforcement of an arbitral award rendered pursuant to this Beta Agreement. Each party (i) certifies that no representatives, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of such litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto have been induced to enter into this Beta Agreement.
13.6 Location of Arbitration. Arbitration will take place in San Francisco, California. You and Webflow agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the California state and Federal courts located in San Francisco, California have exclusive jurisdiction and you and Webflow agree to submit to the personal jurisdiction of such courts.
This Beta Agreement is personal to you, is non-assignable by you, is governed by the internal laws of the State of California, without regard to conflict of law principles. If any provision of this Beta Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. The prevailing party in any dispute or legal action regarding the subject matter of this Beta Agreement shall be entitled to recover attorneys’ fees and costs.