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This Webflow Developer Agreement ("Developer Agreement") is made between you (either an individual, or an entity, and your Affiliate(s), if applicable, referred to herein as “you”) and Webflow Inc., a Delaware corporation located at 398 11th Street, Floor 2, San Francisco, CA 94103 (inclusive of our Affiliates, collectively referred to as “Webflow”, “we”, “us”, or “our”) and governs how you may develop, submit, and integrate your Application (as defined below) on the Service (as defined below).
BY AGREEING TO THIS DEVELOPER AGREEMENT, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS DEVELOPER AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT OTHERWISE AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS DEVELOPER AGREEMENT.
SECTION 14 OF THIS DEVELOPER AGREEMENT CONTAINS PROVISIONS THAT SHALL GOVERN ANY CLAIMS THAT THE PARTIES MAY HAVE AGAINST EACH OTHER, INCLUDING, WITHOUT LIMITATION, A MANDATORY ARBITRATION PROVISION.
"Affiliate" means, with respect to a party, 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.
“Application” means the software or web application you develop, submit, integrate, or otherwise make available for use on the Service.
“Content” means any content a Customer submits, posts, displays, or otherwise makes available on or via the Service, including all intellectual property therein, including, but not limited to, Customer webpages, backend databases, End User Personal Information, ecommerce product data, and any other data or information made available through the Webflow API or by any other means authorized by Webflow, and any copies and derivative works thereof.
“Customer” means the entity, legal, or natural person and their Affiliate(s), if applicable, that subscribe to the Service.
“Developer Resources” means the publicly available Webflow Application Programming Interface (“Webflow API”) that we make available to you for the purposes of interfacing with the Content as set forth in the Webflow developer documentation, and any Software Development Kit (“SDK”) and/or the related documentation, data, code, and other materials publicly provided by Webflow, as updated from time to time.
“End Users” means any natural persons accessing or otherwise using a Customer’s website.
"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.
“Marketplace” means the web page on Webflow’s domain where your Application may be featured.
“Personal Information” means any information relating to an individual that can be used to identify an individual.
“Service” means Webflow’s software-as-a-service platform and the related web design technology products and services.
“Services Agreement” means any services agreement including, but not limited to, Webflow’s online terms (available at webflow.com/legal/terms), a Master Subscription Agreement, or other services agreement between Webflow and you.
"Webflow Marks" means the trademarks, tradenames, and logos owned or licensed by Webflow.
Subject to your compliance with the terms and conditions in this Developer Agreement and Webflow’s Developer Policy, Webflow hereby grants you and you accept a limited, non-exclusive, worldwide (except to the extent prohibited by applicable law), non-transferable (subject to the section titled “Assignment,” below), royalty free, non-sublicensable, revocable license solely to:
You hereby grant Webflow and Webflow accepts a non-exclusive, royalty free, non-transferable, non-sublicensable revocable license to: (i) enable access to your Application on and through the Service; and (ii) at Webflow’s sole discretion, feature your Application in the Marketplace.
This Developer Agreement, and your agreement thereto, is further subject to and governed by the following terms and conditions, which are hereby incorporated, as applicable, by reference:
A. Third-Party Intellectual Property Rights. You agree that you own or have obtained a license to any Intellectual Property Rights necessary for the development of your Application. You further agree that the functioning or use of your Application does not infringe upon the Intellectual Property Rights of any third party.
B. No Bulk Copy or Scraping. You agree that you will not bulk copy, scrape, or otherwise bulk export Content for display on or through your Application to non-Webflow locations using any tool or resource other than the Developer Resources.
C. Non-Competitive Use. You agree that you will not use the Developer Resources or Service to compete with Webflow.
D. Use of Webflow Marks. The Webflow Marks may not be included in or as part of your Application, registered corporate name, any of your logos, or any of your service or product names without Webflow’s prior approval. Moreover, you may not create any derivative works of the Webflow Marks or use the Webflow Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Webflow. You will not otherwise use business names and/or logos in a manner that can mislead, confuse, or deceive individuals of your services or offerings. All use of the Webflow Marks and all goodwill arising out of such use, will inure to Webflow’s benefit.
E. Reverse Engineering and Other Restrictions. You will not or attempt to (and will not allow others to) a) reverse engineer, decompile, disassemble or translate the Webflow API, or otherwise attempt to derive source code, trade secrets or know-how in or underlying the Webflow API or any portion thereof; b) interfere with, modify, disrupt or disable features or functionality of the Webflow API, 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 of the Webflow API; b) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, Content to any third party except as expressly permitted herein; d) provide use of the Webflow API on a service bureau, rental or managed services basis or permit other individuals or entities to create links to the Webflow API or "frame" or "mirror" the Webflow API on any other server, or wireless or Internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the Webflow API; or e) use the Content for any illegal, unauthorized or other improper purposes, including without limitation to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights; (f) utilize Content to derive or obtain non-public information of individual Customers or End Users, including their locations; (g) interfere with or disrupt the integrity or performance of the Service, Developer Resources, or Content contained therein, including by disrupting the ability of any other person to use or enjoy the Service, Developer Resources, or Content, or attempt to gain unauthorized access to the Service, Webflow API, or Content or related systems or networks; or (h) remove or alter any proprietary notices or marks on the Content.
F. Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls and use of the Webflow API ("Rate Limits"), or otherwise use the Webflow API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Developer Agreement. If you exceed or Webflow reasonably believes that you have attempted to circumvent Rate Limits, controls to limit use of the Webflow API or the terms and conditions of this Developer Agreement, then your ability to use the Webflow API or Service (including the Content) may be temporarily suspended or permanently blocked. Webflow may monitor your use of the Webflow API to improve the Webflow API and to ensure your compliance with this Developer Agreement.
G. Collection, Protection, and Storage of Personal Information. If your Application ingests, processes, transmits, and/or collects any Personal Information you will protect all such Personal Information using reasonable and appropriate technical and organizational measures and obtain all required consents or legal basis of processing for such activities as set forth under applicable data protection laws. You must also maintain a privacy policy for your Application and prominently display or provide a link to it wherever users download or access your Application. Your privacy policy must meet applicable legal standards and describe the collection, use, storage, and sharing of Personal Information in clear, understandable and accurate terms. You are required to follow applicable legal requirements if the use of your Application will result in the international transfer of Personal Information. You must promptly notify us in writing via email to privacy@webflow.com of any breaches of your Application’s privacy policy or usage agreement that impact or may impact Customers or their End Users.
H. Security. You will maintain the security of the Webflow API and will not make available to a third party, any token, key, password or other login credentials to the Webflow API. You will use industry standard security measures to prevent unauthorized access or use of any of the features and functionality of the Webflow API, including access by viruses, worms, or any other harmful code or material. Additionally, you will keep Content (including, where applicable, Personal Information) confidential and secure from unauthorized access by using industry-standard organizational and technical safeguards for such data, and with no less care than you use in connection with securing similar data you store. If you know of or suspect any breach of security or potential vulnerability related to the Webflow API, Developer Resources, Content, or Personal Information you will: (i) immediately notify Webflow’s security team at security@webflow.com and cooperate with investigations; (ii) assist with any required notices; (iii) preserve all evidence related to the known or suspected breach; (iv) provide Webflow reasonable advance notice prior to any public statement regarding the known or suspected breach; (v) provide any information reasonably requested by Webflow; and (vi) promptly remedy such breach or potential vulnerability.
I. Compliance Audit. Webflow, or a third party agent subject to obligations of confidentiality, shall be entitled to inspect and audit any records or activity related to your access to the Webflow API and/or Content for the purpose of verifying compliance with this Developer Agreement. Webflow may exercise its audit right at any time upon reasonable notice. You will provide your full cooperation and assistance with such an audit and provide access to all records, logs, Content, and any other related information in your possession or control, applicable agreements and records. Without limiting the generality of the foregoing, as part of the audit, Webflow may request, and you agree to provide, a written report, signed by an authorized representative, listing your then-current deployment of your Application and the Webflow API.
You may be given access to certain non-public information, software, and specifications relating to the Content or Developer Resources (“Confidential Information”), which is confidential and proprietary to Webflow. You may use this Confidential Information only as necessary in exercising your rights granted in this Developer Agreement. You may not disclose any of this Confidential Information to any third party without Webflow’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.
A. Updates. You acknowledge that Webflow may update or modify the Webflow API from time to time, and at its sole discretion (in each instance, an “Update”). You are required to implement and use the most current version of the Webflow API and to make any changes to your Application that are required as a result of such Update, at your sole cost and expense. Updates may adversely affect the manner in which your Application accesses or communicates with the Webflow API or displays Content. Your continued access or use of the Webflow API following an update or modification will constitute binding acceptance of the Update.
B. Removals. If Content is deleted, gains protected status, or is otherwise suspended, withheld, modified, or removed from the Service, you will make all reasonable efforts to delete or modify such Content (as applicable) as soon as possible, and in any case within forty-eight (48) hours after a written request to do so by Webflow or by a Customer with regard to their Content, unless prohibited by applicable law or regulation and with the express written permission of Webflow.
A. Ownership. The Content (unless owned by you as the Customer) is licensed, not sold, to you by the relevant Customer or Webflow and the relevant party retains and reserves all rights not expressly granted in this Developer Agreement. You expressly acknowledge that Webflow, its licensors, and its Customers (as applicable) retain all worldwide right, title and interest in and to the Content, including all Intellectual Property Rights.
B. Feedback. You may provide Webflow with comments concerning the Developer Resources, Content, the Service or your evaluation and use thereof (collectively, "Feedback"). You hereby grant Webflow all rights, title and ownership of such Feedback (including all Intellectual Property Rights therein), and Webflow may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to you.
THE SERVICE, DEVELOPER RESOURCES, CONTENT, AND ALL WEBFLOW INTELLECTUAL PROPERTY 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.
YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SERVICE, DEVELOPER RESOURCES, CONTENT, OR ANY WEBFLOW INTELLECTUAL PROPERTY IS TO STOP USING THE SERVICE, DEVELOPER RESOURCES, CONTENT, OR ANY WEBFLOW INTELLECTUAL PROPERTY. IN NO EVENT SHALL WEBFLOW, OUR 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 SERVICE, DEVELOPER RESOURCES, CONTENT, OR ANY WEBFLOW INTELLECTUAL PROPERTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR AFFILIATES ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEBFLOW ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICE, DEVELOPER RESOURCES, CONTENT, OR ANY WEBFLOW INTELLECTUAL PROPERTY; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE, DEVELOPER RESOURCES, CONTENT, OR ANY WEBFLOW INTELLECTUAL PROPERTY; (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, BY YOUR USERS, OR BY WEBFLOW ON YOUR BEHALF; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VII) ANY ERRORS OR OMISSIONS IN THE SERVICE, DEVELOPER RESOURCES, CONTENT, OR ANY WEBFLOW INTELLECTUAL PROPERTY OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY WEBFLOW INTELLECTUAL PROPERTY POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE, DEVELOPER RESOURCES, OR CONTENT; AND/OR (VIII) CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WEBFLOW, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS RELATED TO THIS AGREEMENT IN AN AMOUNT EXCEEDING $100.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WEBFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY 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 JURISDICTIONS 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 DEVELOPER AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
You agree to indemnify, defend, and hold harmless Webflow (including its Affiliates and its and their members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any third-party claims, demands, proceedings, losses, liabilities, and all related costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Losses”), arising from or relating to (a) your use of the Service, Developer Resources, Content, and all Webflow intellectual property; (b) your violation or breach of this Developer Agreement or any obligations, representations, or warranties under this Developer Agreement; (c) your violation or breach of any applicable laws, rules, or regulations or the rights or good name of any third party; (d) any claims from or by tax authorities in any country in relation to your use of the Service, Developer Resources, Content, and all Webflow intellectual property, and other operations for which Webflow may be held jointly and severally liable.
Webflow may update or modify this Developer Agreement time to time at its sole discretion by posting the changes on its website or by otherwise notifying you (such notice may be via email). You acknowledge that these updates and modifications may adversely affect how your Application accesses or communicates with the Webflow API. If any change is unacceptable to you, your only recourse is to cease all use of the Webflow API. Your continued access or use of the Content will constitute binding acceptance of such updates and modifications.
Webflow may immediately terminate or suspend this Developer Agreement, any rights granted herein, and/or your license to the Content or Developer Resources, at its sole discretion at any time, for any reason by providing notice to you. You may terminate this Developer Agreement at any time by ceasing your access to the Webflow API and use of all Content. Upon termination of this Developer Agreement, (a) all licenses granted herein immediately expire and you must cease use of all Content and Developer Resources; and (b) you shall permanently delete all Content in all forms and types of media, and copies thereof, in your possession, unless prohibited by law or judicial order. The parties to this Developer Agreement will not be liable to each other for any damages resulting solely from termination of this Developer Agreement as permitted under this Developer Agreement. The provisions set forth in this Developer Agreement that, by their nature, should survive termination or expiration of this Developer Agreement, will survive any expiration or termination of this Developer Agreement.
A. Initial Dispute Resolution. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Developer 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 legal@webflow.com. Your address for such notices is the email address you have previously exchanged and any mailing address you may have provided to Webflow.
B. Binding Arbitration. If you and Webflow are unable to resolve a Dispute as set forth above, all claims arising from or under this Developer 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 Developer 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.
C. 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.
D. 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
E. 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 Developer Agreement and in connection with the enforcement of an arbitral award rendered pursuant to this Developer 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 Developer Agreement.
F. 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.
A. Export Restrictions. You may not agree to this Developer Agreement if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. By agreeing to the Developer Agreement, you represent and warrant that you (i) are not located or residing in any country or territory subject to comprehensive US sanctions (currently Cuba, Crimea, Iran, North Korea, Donetsk People’s Republic, Luhansk People’s Republic, and Syria); (ii) are not listed on any United States list of prohibited or restricted parties, such as OFAC’s Specially Designated Nationals and Persons List, or otherwise subject to US sanctions that would prohibit your access to or use of the Service; and (iii) shall not use or allow access by any of your customers or potential customers (if applicable) to the Service in any manner that may cause Webflow to violate US export controls and sanctions. We reserve the right to restrict or block your access, or access by any of your customers or users, to the Service or Developer Resources and/or to terminate the Developer Agreement at any time without notice if we determine, at our sole discretion, that such access may cause a violation or create unacceptable risk to us under export controls or sanctions.
B. Fees. Webflow reserves the right to begin charging or to change the fees it charges for access to or use of the Developer Resources on thirty days' written notice (including by updating its website).
C. Assignment. Neither you nor Webflow may assign, transfer, or sublicense this Developer 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 Developer Agreement in its discretion to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
D. Governing law, international use, and users. This Developer Agreement will be governed by and construed in accordance with the internal laws of the State of California, without regard to its conflicts of law provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in San Francisco County, California, and waive any objection to such jurisdiction or venue.
The Service is controlled and operated from its facilities in the United States. Although the Service may be accessible worldwide, we make no representation that the Service, Developer Resources, or the materials on the Service are appropriate or available for use in locations outside the United States, and accessing the Service or Developer Resources from territories where its use is illegal is prohibited. Those who access or use the Service or Developer Resources from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service or Developer Resources are solely directed to individuals, companies, or other entities located in the United States.
E. Entire agreement/severability. This Developer Agreement represents the entire agreement between you and us with respect to the subject matter addressed herein and supersedes all prior to contemporaneous agreements or understandings, written or oral. This Developer Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and lawful assigns.
F. No waiver. Any failure by us to enforce or exercise any provisions of this Developer Agreement shall not constitute a waiver of that right or provision. Our failure to act with respect to a breach by you or others does not waive our rights to act with respect to subsequent or similar breaches.
G. Attorneys’ and accountants’ fees, remedies. In any action to enforce this Developer Agreement, the prevailing party shall be entitled to attorneys’ and accountants’ fees and costs.
You agree that Webflow's remedy at law for any actual or threatened breach of this Developer Agreement would be inadequate and that Webflow shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that Webflow may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys' fees.
No right or remedy of Webflow shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys' fees, and expenses.
No instance of waiver by Webflow of its rights or remedies under these terms and conditions shall imply any obligation to grant any similar, future, or other waiver.