Global Leaders Terms and Conditions

By clicking on “I agree” (or a similar box or button to evidence your agreement) when you sign up for Webflow’s Global Leaders Program (as defined below) or otherwise gain access to the Global Leaders Program (as defined below), you accept and agree to be bound by these Global Leaders Terms and Conditions and any associated addenda referenced herein (collectively, the “Agreement”). This Agreement is between (1) Webflow, Inc. (inclusive of its Affiliates, “Webflow,” “we” 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, “you” or “your”). Please read these terms carefully as they govern your rights and obligations under Webflow’s Global Leaders 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,” or “your” 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 webflow.com/legal/global-leaders-program-agreement. We reserve the right to modify, update, or change this Agreement from time to time; provided that when we make any material changes to this Agreement, we will (1) update the Version Date at the top of this page; and (2) use commercially reasonable efforts to provide you with reasonable advance notice before the updates take effect. You acknowledge and agree that your continued participation in the Global Leaders Program or access and use of the Global Leaders Program Community Page after the effective date specified in any such updates constitutes your agreement to the updated Agreement. Notwithstanding the foregoing, 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, Global Leaders Guidelines, 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(s)” 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;

1.3 “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;

1.4 “Client(s)” means individuals or entities that have engaged you for the procurement of your services;

1.5 “Code of Conduct” means the Code of Conduct available at https://webflow.com/legal/code-of-conduct;  

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE, OR NETWORK OUTAGE, WILL WEBFLOW OR ITS AFFILIATES BE LIABLE FOR: (A) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF PROFITS, OR OTHER LOSS, THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE GREATER OF $100 US DOLLARS OR THE TOTAL AMOUNT OF EVENT REIMBURSEMENT ACTUALLY PAID TO YOU PURSUANT TO THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WEBFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

1.6 “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; 

1.7 “Customer” or “Webflow Customer” means an individual or entity that has subscribed to use the Webflow Platform;

1.8 “De-Identified Data” means data and other information gleaned from your participation in the 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 you;

1.9 “Effective Date” means the date when you sign up for the Program or otherwise;

1.10 “Event Reimbursement” means the applicable annual amounts paid to you as part of your participation in the Program and as further specified in the Program Materials;

1.11 “Feedback” means any non-confidential comments, ideas, or feedback about the Program and/or the Platform submitted by you to Webflow, including without limitation any suggestions related to improving the Program or Platform; 

1.12 “Global Leaders Guidebook” means the guidebook published at https://global-leaders.webflow.com/ and updated from time to time by Webflow;

1.13 “Global Leaders Program” or “the Program” means the Global Leaders program offered by Webflow applicable to this Agreement;

1.14 “Global Leaders Program Community Page” means the dedicated Global Leaders space in the the Webflow Community platform;

1.15 “Global Leader Resources” means any and all training and enablement materials, marketing collateral, sales tools and assets, and other benefits, resources, the Global Leaders Guidebook, and materials that Webflow may elect to provide to global leaders participating in the Program;

1.16 “Global Privacy Policy” means the policy available at https://webflow.com/legal/privacy; 

1.17 “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;

1.18 “Leader Badge(s)” means either the badges granted by Webflow to you under the Program which you may use to publicly indicate your participation in the Program;

1.19 “Platform” means Webflow’s software-as-a-service website design and development platform and its related products or services; 

1.20 “Program Materials” means collectively the policies and usage guidelines applicable to the Program communicated to you, including, but not limited to, the Global Leaders Guidebook, Global Leader Resources, the Code of Conduct, the Acceptable Use Policy, the Trademark Policy, and any applicable Leader Badges, instructions, technical documentation, and any ancillary or related documentation and resources provided by Webflow to you as part of the Program, as may be updated from time to time;

1.21 “Subscription Agreement” means the subscription contract between Webflow and the applicable Webflow Customer (which may include you and/or your Clients) governing its use of the Platform;

1.22 "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 you participate in the Program, until terminated as provided herein;

1.23 “Trademarks” means the trademarks, service marks, trade names, copyrights, logos, slogans, content, media, materials, identifying symbols and indicia of the applicable party;

1.24 “Trademark Policy” means the policy available at https://webflow.com/legal/trademark-usage-policy; 

1.25 “Webflow Marks” means Webflow’s Trademarks and the Leader Badges;

1.26 “Your Marks” means your Trademarks.

2. GLOBAL LEADERS PROGRAM; ACCESS TO THE PLATFORM

2.1 Global Leaders Program Overview. As part of the Program, Webflow community members, such as you, may participate in and lead locally organized, community-led gatherings to bring together other Webflow community members who build with the Webflow Platform. Subject to your ongoing compliance with this Agreement, the Program will enable you to take advantage of certain Webflow benefits and rights, including access to the Global Leaders Program Community Page to view and leverage the Global Leader Resources. For the avoidance of doubt, you may access the Global Leaders Program Community Page and leverage the Global Leader Resources provided to you solely during the Term and solely in connection with the Program activities. 

2.2 Access to the Platform. Except as expressly provided herein, Webflow does not grant any license, express, or implied, to the Intellectual Property of Webflow or its licensors under the Program, including but not limited to the Platform, the Program Materials, and Webflow Trademarks.

2.3 Subscription Agreement. For clarity, this Agreement exclusively governs your participation in the Program. Any end use of the Platform by you, and/or any of you authorized users or Clients, is governed separately under the applicable Webflow Customer Subscription Agreement. 

3. ENROLLMENT; EVENT REIMBURSEMENT; PAYMENT TERMS

3.1 Enrollment and Eligibility. Upon successfully completing the Program onboarding and registration criteria (as further described in the Program Materials), you will be and shall remain enrolled in the Program for as long as you remain in good and active standing within the Program and maintain eligibility as further described in the Program Materials. After enrollment, you may be eligible to receive any associated benefits as updated from time to time by Webflow at its discretion. Webflow may update or change the eligibility and enrollment requirements at any time (as further described in the Program Materials).

3.2 Event Reimbursement. Under the Program, you may be entitled to Event Reimbursement, as further specified in the Program Materials. You must satisfy the criteria as specified in the Program Materials to receive the Event Reimbursement. Webflow may make updates to the Event Reimbursement component of the Program at any time. Webflow reserves the right to withhold any Event Reimbursement deemed in Webflow’s sole discretion to have come from your abuse or misuse of the Program. If, after making an Event Reimbursement payment to you, Webflow determines that your abuse or misuse occurred, Webflow may, in addition to any other legal remedies available, recover from you any Event Reimbursement payments previously disbursed to you that were a result of or otherwise related to such abuse or misuse.

3.3 Payment Terms. Webflow will distribute Event Reimbursement payments after receipt of an invoice accompanied by all required documentation and in accordance with the requirements as further described in the Program Materials. In order to receive payment, you must maintain accurate account information with Webflow and with Webflow’s applicable payment provider (e.g., bank information). You must submit to Webflow and/or the applicable payment provider all necessary and valid tax documents, including VAT invoices where applicable. If Webflow does not receive such documentation, it may not process the Event Reimbursement payment until after receipt of such documentation.

3.4 Taxes. To the extent allowed under Applicable Law, you are responsible for all applicable taxes that arise from or as a result of any activities under this Agreement, including Event Reimbursement paid by Webflow to you.

4. RESTRICTIONS; RESPONSIBILITIES; WARRANTIES

4.1 Usage Restrictions. You will not, and will not authorize or direct any third party to, directly or indirectly: (i) copy, rent, lease, sell, distribute, or create derivative works based on the Program Materials or the Platform, in whole or in part, by any means or for any purpose, except as expressly authorized in writing by Webflow; (ii) attempt to gain unauthorized access to the Global Leaders Program Community Page or the Global Leaders Guidebook or any other systems related to this Agreement; or (iii) use the Program Materials or other data or information related to the Program to create any related product or service directly competitive to Webflow or its Affiliates.

4.2 Your Responsibilities and Warranties. You represent and warrant to Webflow that (a) your participation in the Program, including your use of the Platform, will be in compliance with (i) your 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 Materials and (iii) all Applicable Laws and regulations; and (b) you have obtained and shall maintain throughout the Term all necessary licenses, authorizations, approvals and consents to enter into and perform your obligations and grant us any applicable rights hereunder.

4.3 Remedies. You acknowledge and agree that if you violate any provision of this Section 4, Webflow may terminate or suspend this Agreement and your access to the Program immediately without liability or obligation owed to you. 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 under this Section 4, you forfeit all rights to any accrued Event Reimbursement.

5. CONFIDENTIALITY; PROPRIETARY RIGHTS; FEEDBACK; TRADEMARKS

5.1 Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose Confidential Information pursuant to this Agreement. For the purposes of this Agreement, (i) Confidential Information of Webflow includes, without limitation, the Program Materials, and non-public information regarding the features, functionality, and performance of the Platform; and (ii) your Confidential Information includes, without limitation, non-public data provided by you to Webflow to enable your participation in the Program. The Receiving Party agrees (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use such Confidential Information except in performance of this Agreement or as otherwise permitted herein. The Receiving Party will not disclose the Disclosing Party’s Confidential Information to parties other than the Receiving Party’s employees, contractors, Affiliates, agents, or professional advisors (“Representatives”) who have a need-to-know and who have a legal obligation to keep it confidential. The Receiving Party will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Confidential Information of the Disclosing Party, or (e) is required to be disclosed by law. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information: (a) if directed by the Disclosing Party; or (b) to the extent required by an applicable legal process, provided that the Receiving Party uses commercially reasonable efforts to (i) promptly notify the Disclosing Party in advance, to the extent permitted by law, and (ii) comply with the Disclosing Party’s reasonable requests regarding its efforts to oppose the disclosure, at the Disclosing Party’s cost. Each party acknowledges that the unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm to the other party. Accordingly, each party agrees that the other party will have the right to seek an immediate injunction against any breach or threatened breach of this “Confidentiality” section, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. You hereby acknowledge and agree that Webflow may terminate or suspend this Agreement and your access to the Program immediately without liability to you upon any violation by you of this Section 5.1. Termination or suspension by Webflow under this Section 5.1 shall be in addition to, and not in lieu of, Webflow’s other rights and remedies. If Webflow terminates or suspends the Agreement under this Section 5.1, you automatically forfeit all rights to any accrued Event Reimbursement.

5.2 Proprietary Rights. As between the parties, (i) you shall own and retain all right, title, and interest in and to any of your Confidential Information and your 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.

5.3 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 Program, the Platform, and for other related development, diagnostic and corrective purposes. You may choose to, but are not obligated to, submit Feedback to Webflow. You agree that for any Feedback you provide, you hereby assign 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. You will not submit any Feedback that you consider confidential or proprietary and Webflow will treat any Feedback it receives as non-confidential and non-proprietary.

5.4 Trademarks.

5.4.1 Your Marks. You grant Webflow a limited, worldwide, revocable, non-exclusive, non-transferable (except as permitted in Section 8.6), non-sublicensable, and royalty-free license to use and publicly display Your Marks solely in connection with the Program and this Agreement. You shall own and retain all rights, title, and interest in Your Marks and all use thereof by Webflow will inure for the benefit of you.

5.4.2 Webflow’s Marks. Webflow hereby grants you 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 Program and this Agreement. Webflow shall own and retain all rights, title, and interest in the Webflow Marks and all use thereof by you will inure to the benefit of Webflow.

During the Term of this Agreement, you may use Webflow’s Marks in accordance with the Program Materials, provided that your use is in compliance with the following usage requirements: (i) you must only use the Webflow Marks as made available to you by Webflow as part of its participation in the Program without altering them in any way; (ii) you must only use the Webflow Marks in connection with the Program and this Agreement; (iii) your use must comply with this Agreement, including without limitation the Program Materials and the Trademark Policy; and (iv) you must immediately comply if Webflow requests that you discontinue or cure any use of the Webflow Marks.

For the avoidance of doubt, you must not use any of the Webflow Marks: (a) in a misleading or disparaging way; (b) outside the scope of the Program or this Agreement; or (c) in a way that implies, directly or indirectly, that Webflow endorses, sponsors, or approves of your 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 effective immediately upon notice (email is acceptable) to the other party; for the avoidance of doubt, Webflow may immediately terminate this Agreement, and terminate your access to the Program if you fail to meet the Program requirements as specified in the Program Materials or breach this Agreement.

6.2 Effect of Termination. Upon any termination: (a) your status in the Global Leaders Program will be immediately and automatically revoked; (b) you must immediately cease using the Program Materials, Webflow Marks, the Leader Badge(s), and any other assets provided to you by Webflow pursuant to this Agreement; (c) you will immediately remove all references to the Program (including, but not limited to, any display or publication of the Webflow Marks and Leader Badge(s)) from its website, materials, media, or other collateral; (d) the parties will destroy or return the Confidential Information of the other party and provide written confirmation of such destruction; (e) all rights granted to each party under this Agreement will immediately cease, including but not limited to the right of you to receive any new or unpaid Event Reimbursement; and (f) Webflow’s obligation to pay, and your right to receive, any outstanding Event Reimbursement will terminate upon the date of such termination.

6.3 Surviving Provisions. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, use restrictions and warranties (Section 4), confidentiality obligations and proprietary rights (Section 5), indemnity obligations and limitations of liability (Section 7), and miscellaneous (Section 8).

7. DISCLAIMER; LIMITATION OF LIABILITY; INDEMNIFICATION

7.1 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN: (1) THE PROGRAM, (2) ALL INFORMATION ACCESSIBLE ON THE GLOBAL LEADERS PROGRAM COMMUNITY PAGE, AND (3) THE PLATFORM ARE PROVIDED BY WEBFLOW “AS IS” AND “AS AVAILABLE.” WEBFLOW MAKES NO OTHER WARRANTY OF ANY KIND AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. YOU ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT TO YOUR USE OF THE PROGRAM MATERIALS AND THE PLATFORM. WEBFLOW DOES NOT WARRANT THAT ACCESS TO THE GLOBAL LEADERS PROGRAM COMMUNITY PAGE AND USE OF THE PROGRAM MATERIALS, OR THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE THEREOF. FOR THE AVOIDANCE OF DOUBT, WEBFLOW IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN OR CAUSED BY YOUR USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE WEBFLOW’S CONTROL (E.G., YOUR PROXY AND REVERSE PROXY SERVICE PROVIDERS, INTERNET SERVICE PROVIDERS, ETC.).

7.2 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE, OR NETWORK OUTAGE, WILL WEBFLOW OR ITS AFFILIATES BE LIABLE FOR: (A) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF PROFITS, OR OTHER LOSS, THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE GREATER OF $100 US DOLLARS OR THE TOTAL AMOUNT OF EVENT REIMBURSEMENT ACTUALLY PAID TO YOU PURSUANT TO THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WEBFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 INDEMNIFICATION. You will indemnify, defend, and hold harmless Webflow (including 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) your breach of this Agreement; (b) your relationship with any Clients; (c) the infringement or misappropriation of a third party’s Intellectual Property right(s) by you or your Marks; and (d) any claim made by any third party arising out of or related to your participation in the Program.

8. MISCELLANEOUS

8.1 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. You do not have any authority of any kind to bind Webflow in any respect whatsoever.

8.2 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.

8.3 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.

8.4 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.

8.5 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 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.

8.6 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 an 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.

8.7 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.