By clicking on “I agree” (or a similar box or button to evidence your agreement) when you sign up for Webflow’s Certified Partner Program (as defined below) or otherwise gain access to the Partner Program Hub (as defined below), you accept and agree to be bound by the terms and conditions of this Partner Program Agreement 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, “Partner,” “you” or “your”). Please read these terms carefully as they govern your rights and obligations under Webflow’s Certified Partner Program.
For the avoidance of doubt, if you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that you have the full legal authority to bind your employer or such entity to this Agreement, and in such cases, the word “you,” “your” or “Partner” 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/partner-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. Webflow may provide such notifications to you via email and/or through the posting of such notice on your Webflow Dashboard and/or Partner Hub. You acknowledge and agree that your continued participation in the Partner Program or access and use of the Partner Hub 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, Partner 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 “Certified Partner Program” or “Partner Program” or “the Program” means the partner program offered by Webflow applicable to this Agreement under which partners may utilize the Platform as part of providing their own services to certain Clients;
1.5 “Client(s)” means individuals or entities that have engaged Partner for the procurement of Partner’s services;
1.6 “Code of Conduct” means the Certified Partner Program Guidelines available at https://webflow.com/certified-partners/guidelines;
1.7 “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;
1.8 “Customer” or “Webflow Customer” means an individual or entity that has subscribed to use the Webflow Platform;
1.9 “Dashboard” means the online access portal where Partner accesses the Platform and manages its account information and settings;
1.10 “De-Identified Data” means data and other information gleaned from Partner’s participation in the Partner 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 Partner;
1.11 “Documentation” means the applicable usage guidelines and standard technical documentation for the Platform available at https://support.webflow.com/;
1.12 “Effective Date” means the date when you sign up for the Partner Program or otherwise gain access to the Partner Program Hub and initially accept this Agreement;
1.13 “End Users” means any natural persons viewing, browsing, or otherwise accessing or using a Webflow Customer’s Website Content;
1.14 “Feedback” means any non-confidential comments, ideas, or feedback about the Partner Program and/or the Platform submitted by Partner to Webflow, including without limitation any suggestions related to improving the Partner Program or Platform;
1.15 “Global Privacy Policy” means the policy available at https://webflow.com/legal/privacy;
1.16 “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;
1.17 “Partner Badge(s)” means either the badges granted by Webflow to Partner under the Certified Partner Program which Partner may use to publicly indicate its applicable tier or distinctions, including, as applicable, badges designating Partner’s applicable tier level and/or Partner’s applicable distinction badges;
1.18 “Partner Guidelines” means collectively the policies, usage guidelines, Code of Conduct and other requirements applicable to Partner that are published in the Partner Hub and updated from time to time by Webflow;
1.19 “Partner Marks” means Partner’s Trademarks;
1.20 “Partner Program Hub” or “Partner Hub” or “Hub” means the Partner Program portal contained in Partner’s Dashboard;
1.21 “Partner Resources” means any and all training and enablement materials, marketing collateral, sales tools and assets, and other benefits, resources, and materials that Webflow may elect to provide to partners participating in the Program;
1.22 “Platform” means Webflow’s software-as-a-service website design and development platform and its related products or services;
1.23 “Program Materials” means the Partner Guidelines, Partner Resources, Partner Badges, instructions, technical documentation, and any ancillary or related resources provided by Webflow to Partner as part of the Partner Program, as may be updated from time to time;
1.24 “Revenue Share” means the applicable percentage (%) amount paid to you as part of your participation in the Certified Partner Program and as further specified in the Program Materials;
1.25 “Scope of Use” means the entitlements to the Platform as subscribed to by Partner in the applicable order document, which may include but are not limited to: (a) number and type of users, seats, sites or project plans; and (b) usage limits (e.g., monthly site visit and bandwidth limits, and API requests);
1.26 “Subscription Agreement” means the subscription contract between Webflow and the applicable Webflow Customer (which may include Partner and/or its Clients) governing its use of the Platform;
1.27 "Term" means the period during which this Agreement is in effect, commencing as of the Effective Date and continuing in effect for as long as the Partner participates in the Partner Program, until terminated as provided herein;
1.28 “Trademarks” means the trademarks, service marks, trade names, copyrights, logos, slogans, content, media, materials, identifying symbols and indicia of the applicable party;
1.29 “Trademark Policy” means the policy available at https://webflow.com/legal/trademark-usage-policy;
1.30 “Website Content” means any content that Webflow Customers (which may include Partner and/or its Clients) and/or their authorized users create, publish, produce, upload, display, or otherwise make available to End Users on or via the Platform;
1.31 “Webflow Marks” means Webflow’s Trademarks and the Partner Badges.
2. Partner Program; Access to the platform; Support
2.1 Partner Program Overview. As part of the Certified Partner Program, certain third-party service providers, such as you, may utilize the Platform in order to provide their respective services to Clients (e.g., creating Website Content in Webflow on a Client’s behalf). Subject to Partner’s ongoing compliance with this Agreement, the Partner Program will enable Partner to take advantage of certain Webflow partner benefits and rights, including access to the Partner Hub to view and leverage the Partner Resources. For the avoidance of doubt, Partner may access the Partner Hub and leverage the Partner Resources provided to Partner solely during the Term and solely in connection with the Partner Program activities.
2.2 Access to the Platform. Upon enrollment in the Partner Program, Partner may access and use the Platform in connection with exercising its Partner Program rights and activities, subject to the terms and conditions of Partner’s Subscription Agreement and applicable Scope of Use. 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 Partner Program, including but not limited to the Platform, Documentation, the Program Materials, and Webflow Trademarks.
2.3 Technical Support. Webflow will use commercially reasonable efforts to provide Partner with reasonable technical support services in accordance with the Documentation.
2.4 Subscription Agreement. For clarity, this Agreement exclusively governs Partner’s participation in the Partner Program. Any end use of the Platform by Partner, its Clients, and/or any of their authorized users is governed separately under the applicable Customer Subscription Agreement. For the avoidance of doubt, Customers must subscribe to access and use the Platform by directly entering into a Subscription Agreement with Webflow.
3. Enrollment; Partner tiers; Revenue share; Payment terms
3.1 Enrollment and Partner Tiers. Upon successfully completing the Partner Program onboarding and registration criteria (as further described in the Partner Guidelines), Partner will be and shall remain enrolled in the Partner Program for as long as Partner remains in good and active standing within the Partner Program (as further described in the Partner Guidelines). After enrollment, Partner will be designated a certain partner type and partner tier (e.g., certified or premium) and will be eligible to earn and receive the associated partner benefits (e.g., Partner Badges, Revenue Share, etc.). Webflow may update the tiers and benefits at any time.
3.2 Revenue Share. Under the Partner Program, Partner may be entitled to Revenue Share depending on Partner’s applicable tier, as further specified in the Partner Guidelines. Partner must satisfy the criteria as specified in the Partner Guidelines prior to qualifying for the Revenue Share. Webflow may make updates to the Revenue Share component of the Partner Program at any time. As further described in the Program Materials, Revenue Share is calculated based on the fees actually received by Webflow in connection with Partner’s applicable Client entering into a Subscription Agreement with Webflow, exclusive of taxes and after applying any discounts, credits, or promotions. Webflow reserves the right to withhold any Revenue Share deemed in Webflow’s sole discretion to have come from Partner’s abuse or misuse of the Partner Program. If, after making a Revenue Share payment to Partner, Webflow determines that Partner abuse or misuse occurred, Webflow may, in addition to any other legal remedies available, recover from Partner any Revenue Share payments previously disbursed to Partner that were a result of or otherwise related to such abuse or misuse.
3.3 Payment Terms. Webflow distributes Revenue Share payments once per calendar month (each such period, a “Payment Period”) via the applicable third-party payment provider. In order to receive payment, Partner must maintain accurate account information in the Partner Hub and with the applicable payment provider (e.g., bank information). Partner must submit to Webflow and/or the applicable payment provider all necessary and valid tax documents, including VAT invoices where applicable. If the payment provider does not receive such documentation, the payment provider may not process the Revenue Share payment until after receipt of such documentation.
3.4 Taxes. To the extent allowed under Applicable Law, Partner is responsible for all applicable taxes that arise from or as a result of any activities under this Agreement, including Revenue Share paid by Webflow to Partner. If taxes are not collected by Webflow in respect of a Partner transaction with a Client or Customer facilitated by Webflow, Partner is responsible for determining whether taxes are payable on such transaction, and if so, self-remitting taxes to the appropriate tax authorities.
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 Partner Hub or any other systems related to this Agreement; or (iii) use the Program Materials or other data or information related to the Partner Program to create any related product or service directly competitive to Webflow or its Affiliates.
4.2 Partner Responsibilities and Warranties. Partner represents and warrants to Webflow that (a) its participation in the Partner Program, including its use of the Platform, will be in compliance with (i) Partner’s Subscription Agreement and Webflow’s standard published policies then in effect and currently available at https://webflow.com/legal/terms (including, without limitation, Webflow’s Acceptable Use Policy, Global Privacy Policy, and Trademark Policy); (ii) the Partner Guidelines and Code of Conduct; and (iii) all Applicable Laws and regulations; and (b) it has obtained and shall maintain throughout the Term all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations and grant us any applicable rights hereunder.
4.3 Remedies. Partner acknowledges and agrees that if Partner violates any provision of this Section 4, Webflow may terminate or suspend this Agreement and Partner’s access to the Partner Program immediately without liability or obligation owed to Partner. 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, Partner forfeits all rights to any accrued Revenue Share.
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) Confidential Information of Partner includes, without limitation, non-public data provided by Partner to Webflow to enable Partner’s participation in the Partner 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. Partner hereby acknowledges and agrees that Webflow may terminate or suspend this Agreement and Partner’s access to the Partner Program immediately without liability to Partner upon any violation by Partner 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, Partner shall automatically forfeit all rights to any accrued Revenue Share.
5.2 Proprietary Rights. As between the parties, (i) Partner shall own and retain all right, title, and interest in and to any Partner Confidential Information and its Intellectual Property; and (ii) Webflow shall own and retain all right, title, and interest in and to (a) Webflow’s Confidential Information, (b) its Intellectual Property, (c) the Platform, and any related software and any improvements, enhancements, or modifications thereto and all Intellectual Property related to any of the foregoing, and (d) any software, applications, inventions, or other technology developed by Webflow in connection with any additional services or support.
5.3 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 Partner Program, the Platform, and for other related development, diagnostic and corrective purposes. Partner may choose to, but is not obligated to, submit Feedback to Webflow. Partner agrees that for any Feedback it provides, Partner hereby assigns to Webflow all right, title, and interest in and to such Feedback, and Webflow is free to reproduce, disclose, and otherwise use the Feedback without attribution, payment, or restriction of any kind. Partner will not submit any Feedback that it considers confidential or proprietary and Webflow will treat any Feedback it receives as non-confidential and non-proprietary.
5.4 Trademarks.
- 5.4.1 Partner’s Marks. Partner grants 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 Partner’s Marks solely in connection with the Partner Program and this Agreement. Partner shall own and retain all rights, title, and interest in the Partner Marks and all use thereof by Webflow will inure to the benefit of Partner.
- 5.4.2 Webflow’s Marks. Webflow hereby grants Partner 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 Partner Program and this Agreement. Webflow shall own and retain all rights, title, and interest in the Webflow Marks and all use thereof by Partner will inure to the benefit of Webflow.
During the Term of this Agreement, Partner may use Webflow’s Marks in accordance with the Program Materials, provided that Partner’s use is in compliance with the following usage requirements: (i) Partner must only use the Webflow Marks as made available to Partner by Webflow as part of its participation in the Partner Program without altering them in any way; (ii) Partner must only use the Webflow Marks in connection with the Partner Program and this Agreement; (iii) Partner’s use must comply with this Agreement, including without limitation the Program Materials and the Trademark Policy; and (iv) Partner must immediately comply if Webflow requests that Partner discontinue or cure any use of the Webflow Marks.
For the avoidance of doubt, Partner must not use any of the Webflow Marks: (a) in a misleading or disparaging way; (b) outside the scope of the Partner Program or this Agreement; or (c) in a way that implies, directly or indirectly, that Webflow endorses, sponsors, or approves of Partner’s services or products.
6. Term and Termination
6.1 Term and Termination. Subject to earlier termination as provided herein, this Agreement will remain in effect for the duration of the Term. Either party may terminate this Agreement at any time effective after seven (7) days’ written notice (email is acceptable) to the other party; except that Webflow may immediately terminate this Agreement, and terminate Partner’s access to the Partner Program if Partner fails to meet the Partner Program requirements as specified in the Program Materials or materially breaches this Agreement.
6.2 Effect of Termination. Upon any termination: (a) Partner’s status as a Webflow Certified Partner will be immediately and automatically revoked; (b) Partner must immediately cease using the Program Materials, Webflow Marks, the Partner Badge(s), and any other assets provided to Partner by Webflow pursuant to this Agreement; (c) Partner will immediately remove all references to the Partner Program (including, but not limited to, any display or publication of the Webflow Marks and Partner 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 Partner to earn and receive any new unearned Revenue Share; and (f) Webflow’s obligation to pay, and your right to receive, any outstanding Revenue Share 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 PARTNER PROGRAM, (2) ALL INFORMATION ACCESSIBLE IN THE PARTNER HUB, 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. PARTNER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT TO ITS USE OF THE PROGRAM MATERIALS AND THE PLATFORM. WEBFLOW DOES NOT WARRANT THAT ACCESS TO THE PARTNER HUB 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 PARTNER’S USE THEREOF. FOR THE AVOIDANCE OF DOUBT, WEBFLOW IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN OR CAUSED BY PARTNER’S GENERAL USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE WEBFLOW’S CONTROL (E.G., PARTNER’S 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 EITHER PARTY 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 $1,000 US DOLLARS OR THE TOTAL AMOUNT OF REVENUE SHARE ACTUALLY EARNED BY PARTNER PURSUANT TO THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO: PARTNER’S BREACH OF SECTION 4 (RESTRICTIONS AND RESPONSIBILITIES); A PARTY’S BREACH OF SECTION 5.1 (CONFIDENTIALITY); A PARTY’S INDEMNITY OBLIGATIONS IN SECTION 7.3 (INDEMNIFICATION); LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW; OR PARTNER’S INFRINGEMENT OF WEBFLOW’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING, FOR THE AVOIDANCE OF DOUBT, PARTNER’S USE OF INTELLECTUAL PROPERTY IN BREACH OF AN EXPRESS LICENSE).
7.3 INDEMNIFICATION.
- 7.3.1 By Partner. Partner 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) Partner’s breach of this Agreement; (b) Partner’s relationship with any Clients; and (c) the infringement or misappropriation of a third party’s Intellectual Property right(s) by Partner or Partner Marks.
- 7.3.2 By Webflow. Webflow will indemnify, defend, and hold harmless Partner from and against any Losses arising from or relating to a Claim alleging that the Platform, Program Materials, or Webflow Marks, as used in accordance with this Agreement, infringes or misappropriates a third party’s Intellectual Property rights (a “Claim Against Partner”). In the event of a Claim Against Partner, Partner acknowledges and agrees that Webflow will have no liability for a Claim Against Partner if the infringement results from (a) Partner’s breach of or non-adherence to this Agreement or Partner’s use of the Platform, Program Materials, or Webflow Marks in a manner not contemplated herein; (b) the alteration or modification to the Platform, Program Materials, or Webflow Marks by Partner or by a third party acting on Partner’s behalf, including Partner’s combination of the Platform, Program Materials, or Webflow Marks with any third-party materials; and (c) Partner’s continued use of the Platform, Program Materials, or Webflow Marks after being notified of the allegedly infringing activity and/or after being instructed by Webflow on how to make corrections or modifications that would have avoided the alleged infringement.
- 7.3.3 Procedure. An indemnifying party’s obligations are subject to the following: (i) prompt written notice by the indemnified party of the applicable Claim, provided that a failure to promptly notify the indemnifying party will not relieve it of its indemnification obligations except to the extent it has been prejudiced by such failure; (ii) the indemnifying party shall have the right in its sole discretion to assume the exclusive right to control and direct the investigation, defense, and settlement of the applicable Claim; and (iii) the indemnified party will reasonably cooperate to the extent necessary for the defense of such Claim, at the indemnifying party’s expense. Each party expressly disclaims any liability for any settlement entered into by the other party in relation to any Claim that is not pre-approved by both parties in writing.
- 7.3.4 Exclusive Remedy. This “Indemnification” section states the indemnifying party’s sole liability to the indemnified party, and the indemnified party’s exclusive remedy against the indemnifying party, for any Losses described in this section.
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. Partner does 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 partner 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 Notices. Notice to Webflow will be sent to the contact address set forth below (subject to change upon notice to Partner), and will be deemed delivered as of the date of actual receipt: Webflow, Inc., 398 11th St., San Francisco, CA 94103 attn: Legal Department or legal@webflow.com.
Notice to Partner will be provided to the email address in your Partner Hub account information, or we may give notices through an in-app notification in the Partner Hub. Partner must maintain accurate and current account information.
8.8 Dispute Resolution; Governing Law; Venue. To expedite resolution and reduce the cost of any dispute, controversy, or claim related to this Agreement, the parties agree to first attempt to negotiate any dispute in good faith informally for at least thirty (30) days before initiating any legal proceeding. Such informal negotiations will commence upon written notice. This Agreement is governed by and will be construed in accordance with the laws of the State of California, without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Any legal action or proceeding arising under this Agreement will be brought exclusively in the state or federal courts in San Francisco County, California, and the parties expressly consent to personal jurisdiction and venue therein. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.