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Effective date: October 14, 2022
This Webflow Data Processing Addendum (this "DPA") forms part of, and is subject to the provisions of, the Agreement. This DPA will apply to the extent Customer is subject to relevant Data Protection Laws.
Capitalized terms that are used but not defined in this DPA have the meanings given to them in the Agreement.
1.1. “Affiliate” means 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.
1.2. “Agreement” means any services agreement including, but not limited to, Webflow’s Terms of Service, a Master Subscription Agreement, or other services agreement between Webflow and Customer under which the Service is provided by Webflow to Customer.
1.3. “Authorized Affiliate” means Customer's Affiliate(s) which (a) are subject to Data Protection Laws; (b) are permitted to use the Service pursuant to the Agreement between Customer and Webflow; and (c) have not signed their own Agreement with Webflow and are not "Customers" as defined under this DPA.
1.4. “Controller” means the entity that determines the purposes and means of the Processing of Personal Information.
1.5. “Customer” means the entity and the entity’s Authorized Affiliates that agree to be bound by the Agreement and this DPA.
1.6. “Customer Account Data” means Personal Information that relates to Customer’s relationship with Webflow, including the names or contact information of the business point(s) of contact between Customer and Webflow, individuals, Customer billing information, and customer relationship management information.
1.7. “Customer Workforce” means any Data Subjects who are employees, contractors, representatives, or other individuals engaged by Customer who have access to the Service via a user account.
1.8. “Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer’s Personal Information transmitted, stored, or otherwise Processed.
1.9. “Data Protection Laws” means all applicable laws and regulations applicable to Webflow’s processing of Personal Information under the Agreement, including GDPR, all as amended or replaced from time to time.
1.10. “Data Subject” means an individual whose Personal Information is subject to Data Protection Laws.
1.11. “EEA” means the European Economic Area.
1.12. “End User” means any Data Subject accessing or otherwise using Customer’s Website Content.
1.13. “EU Standard Contractual Clauses” or “EU SCCs” means the annex found in the European Commission decision of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (available as of August 1, 2021 at data.europa.eu/eli/dec_impl/2021/914/oj) and any amendments, replacements, or updated standard contractual clauses as recognized and approved by the European Commission from time to time.
1.14. “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
1.15. “Personal Information” means any information relating to a Data Subject.
1.16. “Processing” means any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
1.17. “Processor” means the entity which Processes Personal Information on behalf of the Controller.
1.18. “Regulator” means any supervisory authority with authority under Data Protection Laws over all or any part of the provision or receipt of the Service or the Processing of Personal Information.
1.19. “Service” means the access to Webflow’s software-as-a-service platform and the related web design technology products and services as subscribed to by Customer.
1.20. “Subprocessor” means any Processor engaged by Webflow to Process Personal Information on behalf of Webflow.
1.21. “Website Content” means any content that Customer submits, posts, displays, or otherwise makes available on or via the Service
2.1. Webflow as a Processor. The Parties hereby agree that with regard to the processing of Customer Personal Information, Customer may act either as a Controller or Processor and Webflow is a Processor for all Customer Personal Information except for Customer Account Data as set forth in Section 2.2 (Webflow as a Controller of Customer Account Data). Webflow will process Customer Personal Information in accordance with Customer’s instructions as set forth in Section 3.1 (Instructions).
2.2. Webflow as a Controller of Customer Account Data. The parties hereby agree that, with regard to the processing of Customer Account Data, Webflow is an independent Controller, not a joint Controller with Customer. Webflow will process Customer Account Data as a Controller: (a) to manage the relationship with Customer; (b) to carry out Webflow’s core business operations, such as accounting and filing taxes; (c) to detect, prevent, or investigate Data Breaches, fraud, and other abuse or misuse of the Service; (d) to comply with applicable law; and (e) as otherwise permitted under Data Protection Law and in accordance with this DPA, the Agreement, and Webflow’s Privacy Policy.
3.1. Instructions. Customer instructs Webflow, when acting as a Processor, to Process Customer Personal Information to provide the Service. Customer warrants that the instructions it provides to Webflow pursuant to this DPA will comply with Data Protection Laws.
3.2. Data Subject and Regulator Requests. Customer shall be responsible for communications and leading any efforts to comply with all requests made by Data Subjects under Data Protection Laws and all communications from Regulators that relate to the Personal Information, in accordance with Data Protection Laws. To the extent such requests or communications require Webflow’s assistance, Customer shall immediately notify Webflow in writing of the Data Subject’s or Regulator’s request.
3.3. Notice, Consent, and Other Authorizations. Customer agrees that the Personal Information it collects shall be in accordance with Data Protection Laws, including all legally required consents, bases of processing, approvals, and authorizations. Upon Webflow’s request, Customer shall provide all information necessary to demonstrate compliance with these requirements.
4.1. Scope of Processing and Customer Instructions. Webflow will Process the Personal Information on documented instructions from Customer in such manner as is necessary for the provision of the Service under the Agreement, except as may be required to comply with any legal obligation to which Webflow is subject.
4.2. Lawfulness of Instructions. Webflow may make reasonable effort to inform Customer if, in its opinion, the execution of an instruction relating to the Processing of Personal Information could infringe on any Data Protection Laws. In the event Webflow must Process or cease Processing Personal Information for the purpose of complying with a legal obligation, Webflow will inform the Customer of that legal requirement before Processing or ceasing to Process, unless prohibited by the law.
4.3. Webflow Personnel Confidentiality Obligations. Webflow will grant access to Customer Personal Information to its personnel only to the extent strictly necessary for implementing, managing and monitoring the Service. Webflow shall ensure that personnel authorized to Process Customer Personal Information have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
4.4. Security of Processing. Webflow shall implement appropriate technical and organizational measures to ensure the security of Personal Information including protection against a Data Breach. In complying with its obligations under this paragraph, Webflow shall implement the technical and organizational measures specified in Schedule II.
4.5. Data Breach Notification. Webflow shall notify Customer without undue delay in the event of a confirmed Data Breach.
4.6. GDPR Articles 32-36. Taking into account the nature of the Processing and the information available to Webflow, Webflow will provide reasonable assistance to Customer in complying with its obligations under GDPR Articles 32-36, which address obligations with regard to security, breach notifications, data protection impact assessments, and prior consultation.
4.7. Fulfillment of Data Subject Requests. Webflow shall promptly notify Customer of any request it has received from a Data Subject. Webflow shall not respond to the request itself, unless authorized to do so by Customer. Webflow shall provide reasonable assistance to Customer in fulfilling its obligations to respond to Data Subject requests to exercise their rights under Data Protection Laws.
4.8. Deletion or Return of Personal Information. Following termination of the Agreement, Webflow shall, at the choice of Customer, delete or return all Customer Personal Information processed on its behalf unless such continued processing is otherwise required by applicable law or regulations.
4.9. Compliance Documentation. Webflow shall make available to Customer all information necessary to demonstrate compliance with GDPR. At Customer’s request, Webflow shall also permit and contribute to audits in the manner prescribed in Section 6 of this DPA (Audit).
4.10. Disclosure to Third Parties. Except as expressly provided in this DPA, Webflow will not disclose Customer Personal Information to any third party without Customer’s consent. If requested or required by a competent governmental authority to disclose Customer Personal Information, to the extent legally permissible and practicable, Webflow will provide Customer with sufficient prior written notice in order to permit Customer the opportunity to oppose any such disclosure.
Customer hereby agrees and gives its general authorization for Webflow, when acting as a Processor, to engage new Subprocessors in connection with the processing of Customer Personal Information. A list of Webflow’s current Subprocessors is located at webflow.com/legal/subprocessors. Customer must sign up at the aforementioned URL to receive email notifications concerning the addition of new Subprocessors. Customer may reasonably object to the addition of any new Subprocessor within 15 calendar days of receiving such email notification, in which case Webflow will use reasonable efforts to make a change in the Service or recommend a commercially reasonable change to avoid processing by such Subprocessor. If Webflow is unable to provide an alternative, Customer may terminate the Service and shall pay Webflow any fees or expenses not yet paid for all services provided pursuant to any Agreement. If Customer fails to sign up for these email notifications, Customer shall be deemed to have waived its right to object to the newly added Subprocessor(s).
6.1. Scope. Webflow will maintain records of its Processing activities carried out on behalf of Customer and will make available to Customer the information reasonably necessary to demonstrate its compliance with the obligations set out in this DPA. Webflow may limit the scope of information made available to Customer if Customer is a Webflow competitor, provided that such limitation does not violate Data Protection Laws or the EU Standard Contractual Clauses. Customer’s inspection rights under this DPA do not extend to Webflow’s employee payroll, personnel records or any portions of its sites, books, documents, records, or other information that do not relate to the Service or to the extent they pertain to third parties.
6.2. Process. Subject to thirty (30) days’ prior written notice from Customer and at the Customer's additional expense (including all reasonable costs and fees for any and all time Webflow expends on such audit, in addition to the rates for services performed by Webflow), Webflow and Customer shall mutually agree to appoint a third-party auditor to verify that Webflow is in compliance with the obligations under this DPA. In no event shall the Parties agree to a third-party auditor that is a competitor to Webflow. Audits and inspections will be carried out at mutually agreed times during regular business hours. Customer shall be entitled to exercise this audit right no more than once every twelve (12) months. Customer shall not be entitled to an on-site audit of Webflow’s premises unless legally required by a Regulator.
6.3. Confidentiality. All information obtained during any such request for information or audit will be considered Webflow’s Confidential Information under the Agreement and this DPA. The results of the inspection and all information reviewed during such inspection will be deemed Webflow’s Confidential Information. The third party auditor may only disclose to Customer specific violations of this DPA, if any, and the basis for such findings, and shall not disclose any of the records or information reviewed during the inspection.
To the extent Customer’s use of the Service requires an onward transfer mechanism to lawfully transfer Personal Information from the European Economic Area, the United Kingdom, or Switzerland to a country or territory which has not been formally recognized by the European Commission as affording the Personal Information an adequate level of protection, Customer hereby acknowledges, agrees, and instructs Webflow to transfer Customer Personal Information as set forth in Schedule 3 (Cross Border Transfers) of this DPA.
If Schedule 3 applies to Customer’s use of the Service, then, if applicable, under the order of precedence, by entering into this DPA, the Parties are deemed to be signing such EU Standard Contractual Clauses, including each of its applicable Annexes.
To the extent Webflow processes Personal Information originating from and protected by Data Protection Laws in one of the jurisdictions listed in Schedule 5 (Jurisdiction Specific Terms), the terms specified in Schedule 5, with respect to the applicable jurisdiction(s), will apply.
Termination or expiration of this DPA shall not discharge the Parties from their obligations that by their nature may reasonably be deemed to survive the termination or expiration of this DPA.
This DPA shall be subject to the limitations of liability agreed between Customer and Webflow in the Agreement and such limitation shall apply in aggregate for all claims under the Agreement and DPA.
Any provision of this DPA that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invaliding the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The Parties will attempt in good faith to agree upon a valid and enforceable provision that is a reasonable substitute and shall incorporate such substitute provision into this Agreement.
Webflow may update the terms of the DPA from time to time; provided, however, Webflow will provide Customer reasonable written notice to Customer when Webflow makes a material update to the DPA.
Data exporter:
Name: Customer, user of the Service.
Contact Details: Specified in the signature block above.
Activities relevant to the data transfer: Use of the Service.
Role: Controller and/or Processor depending on the type of processing as set forth below.
Data importer:
Name: Webflow, Inc., provider of the Service.
Contact Details: 398 11th St., Floor 2, San Francisco, CA 94103.
Activities relevant to the data transfer: Provisioning of the Service.
Role: Controller and/or Processor depending on the type of processing as set forth below.
Categories of data subjects whose personal data is transferred:
Module One (Controller to Controller):
Module Two (Controller to Processor) and Module Three (Processor to Processor):
Categories of personal data transferred:
Module One (Controller to Controller):
Module Two (Controller to Processor) and Module Three (Processor to Processor):
Sensitive data transferred (if applicable):
Module One (Controller to Controller):
Module Two (Controller to Processor) and Module Three (Processor to Processor):
Frequency of the transfer:
Module One (Controller to Controller), Module Two (Controller to Processor), and Module Three (Processor to Processor):
Purposes of the data transfer and further processing:
Module One (Controller to Controller), Module Two (Controller to Processor), and Module Three (Processor to Processor):
The period for which the personal data will be retained:
Module One (Controller to Controller):
Module Two (Controller to Processor), and Module Three (Processor to Processor):
Subject matter, nature, and duration of the processing by sub-processors:
Module One (Controller to Controller), Module Two (Controller to Processor), and Module Three (Processor to Processor):
Module One (Controller to Controller), Module Two (Controller to Processor), and Module Three (Processor to Processor):
Webflow has a SOC 2 Type II certification and is dedicated to the continued validation of its security program. Specifically, Webflow implements the following security measures with respect to Personal Information:
1.1 Order of Precedence. In the event the Service is covered by more than one Transfer Mechanism, the transfer of Personal Information will be subject to a single Transfer Mechanism in accordance with the following order of precedence: (a) Any valid successor to the EU-US and Swiss-US Privacy Shield Framework, including the Trans-Atlantic Data Privacy Framework, if enacted, provided Webflow is certified under the new framework; (b) the EU Standard Contractual Clauses as set forth in Section 1.2 (EU Standard Contractual Clauses) of this Schedule 3; (c) the UK International Data Transfer Agreement as set forth in Section 1.3 (UK International Data Transfer Agreement) of this Schedule 3; and, if neither (a) nor (b) nor (c) is applicable, then (d) other applicable data Transfer Mechanisms permitted under Data Protection Law.
1.2 EU Standard Contractual Clauses. The parties agree that the EU Standard Contractual Clauses will apply to Personal Information that is transferred via the Service from the EEA or Switzerland, either directly or via onward transfer, to any country or recipient outside the EEA or Switzerland that is: (a) not recognized by the European Commission (or, in the case of transfers from Switzerland, the competent authority for Switzerland) as providing an adequate level of protection for Personal Information. For data transfers from the EEA that are subject to the EU Standard Contractual Clauses, the EU Standard Contractual Clauses will be deemed entered into (and incorporated into this DPA by this reference) and completed as follows:
(a) Module One (Controller to Controller) of the EU Standard Contractual Clauses will apply where Webflow is processing Customer Account Data;
(b) Module Two (Controller to Processor) of the EU Standard Contractual Clauses will apply where Customer is a Controller of Customer Personal Information and Webflow is processing Customer Personal Information;
(c) Module Three (Processor to Processor) of the EU Standard Contractual Clauses will apply where Customer is a Processor of Customer Personal Information and Webflow is processing Customer Personal Information;
(d) For each Module, where applicable:
(e) Schedule 1 of this DPA serves as Annex I of the EU Standard Contractual Clauses
(f) Schedule 2 (Technical and Organizational Security Measures) of this DPA serves as Annex II of the EU Standard Contractual Clauses.
1.3 UK International Data Transfer Agreement. The parties agree that the UK International Data Transfer Agreement will apply to Personal Information that is transferred via the Service from the United Kingdom, either directly or via onward transfer, to any country or recipient outside of the United Kingdom that is: (a) not recognized by the competent United Kingdom Regulator or governmental body for the United Kingdom as providing an adequate level of protection for Personal Information. For data transfers from the United Kingdom that are subject to the UK International Data Transfer Agreement, the UK International Data Transfer Agreement will be deemed entered into (and incorporated into this DPA by this reference) and completed as set forth in Schedule 4.
If applicable, this UK Addendum to the EU Standard Contractual Clauses International Transfer Agreement (“Addendum”) has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract
“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
To the extent that the California Consumer Privacy Act of 2018 (“CCPA”)(California Civil Code sections 1798.100 - 1798.199) applies, Webflow agrees it will not: (a) sell California Consumers’ Personal Information (as “sell” is defined in the CCPA); (b) retain, use, or disclose California Consumers’ Personal Information for a commercial purpose other than providing the Service specified in the Agreement; (c) retain, use, or disclose California Consumers’ Personal Information outside of the direct business relationship between Customer and Webflow.
Webflow certifies that it understands these restrictions set out in this section and will comply with them.
2.1 The definition of “Data Protection Law” includes the Swiss Federal Act on Data Protection, as revised (“FADP”).
2.2 To the extent that Personal Information transfers from Switzerland are subject to the EU Standard Contractual Clauses in accordance with Section 1.2 of Schedule 3 (Cross Border Data Transfer Mechanisms), the following amendments will apply to the EU Standard Contractual Clauses:
References in this Addendum to GDPR will to that extent be deemed to be references to the corresponding laws of the United Kingdom (including the UK GDPR and Data Protection Act 2018).