Partner Program Agreement

Last Modified date: February 18, 2021

Effective date: February 18, 2021

By clicking on “I agree” (or a similar box or button) when you sign up for the Partner Program or participating in any Partner Program activities, you agree to be bound by the applicable sections of the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as Partner (as defined below) and Webflow, Inc. (“Webflow” or “Company”). You can review the current version of the Agreement at any time at webflow.com/legal/partner-program-terms-of-service. Webflow reserves the right to update and change the Agreement by posting updates and changes here: webflow.com/legal/partner-program-terms-of-service. If a significant change is made, we will provide reasonable notice by email or posting a notice on the Webflow blog or by providing an update in a live and recorded webinar. You are advised to check the Agreement from time to time for any updates or changes that may impact you. Any reference to the Agreement includes any and all terms and documents incorporated by reference.

Webflow and an individual or entity that has agreed to the terms of this Agreement (“Partner”) and participates in the Webflow Partner Program (“Partner Program) may be referred to in this agreement individually as a “party” and collectively as “parties”.

Software. Under this agreement Company will use commercially reasonable efforts to provide Partner a limited license to use Webflow - Software as a Service (“Software”) solution to empower designers, creative professionals, and entrepreneurs to create for the web for the purpose of determining the usability, desirability, functionality, and compatibility of Software with Partner’s applications and operations environment (“Pilot”).

Technical support. Company will provide Partner with reasonable technical support services in accordance with Company’s standard practice.

 

Revenue Share. 

Revenue share calculations will be based on the subscription value of pricing plans Partner adds that calendar quarter and currently active subscription plans or Enterprise subscription plans generated by that Partner. Revenue share attribution will be determined based on which partner program the Partner is a member of as described below. Partner will be paid revenue share at the end of each calendar quarter.

Professional Expert Partner

Revenue share for Professional Partners will be calculated based on standard (Site plans or Account plans) self-service pricing plans only and will not include Enterprise plans purchased by or on behalf of customers. Partners will be entitled to a commission payment of 20% of subscription amount of qualifying plans created and active within the given term. A plan is considered active for 12 months after subscription start date or until canceled. The active status will remain in effect and not be reset if during the active period the customer upgrades or otherwise changes their subscription plan. The subscription amount will reflect any upgrades in service and the amount of commission will  reflect the active subscription amount.

Enterprise Expert Partner

Revenue share for Enterprise Partners will be calculated based on 10% of the first year's Annual Contract Value (ACV) of only qualifying Enterprise plans less the value of any Services purchased by the client from Webflow. A qualifying Enterprise plan for revenue share is defined as a customer plan that was sourced and referred by the Partner to Webflow via the correct channels. To qualify, referrals must be made via the Webflow Partner Portal (PartnerStack) and be marked received and approved by Webflow before subscription start date. In the case where a referral is made for the same customer and the same project by more than one Partner, the Partner which submits the qualifying referral first will receive revenue share for that project and no other partner may receive revenue share unless otherwise stated by Webflow due to exceptional circumstances.

Requirements. Parties will complete the following actions and satisfy the following requirements prior to qualifying for revenue share:

  • Qualified and accepted to the Experts Partner Program
  • Invited to and profile created on the Partner Portal (PartnerStack)
  • Partner cannot be a current Webflow Affiliate
  • Partner cannot be currently using bulk hosting credits

Membership to the partner program may change in the future and it is the Partner's responsibility to maintain good and active standing within the partner program to ensure continued qualification for revenue share. If partner program status is revoked or otherwise removed, Partner will not qualify for revenue share for current and future quarter payments.

Payment terms. Revenue share payments are determined based on the total amount paid for active and new subscription plans in that quarter by the partner. Payments will be processed between the 1st and 15th of January, April, July, October, . All payments will be paid out via the Partner Portal (PartnerStack). 

 

Fees. Company acknowledges that it is providing Software to Partner in consideration of Partner’s potential purchase and licensing of Software from Company under a license and services agreement, the terms of which will be negotiated by parties in the event that Partner elects to move forward with the purchase of Software, and in further consideration of the opportunity to demonstrate to Partner the capabilities of Software.

 

Taxes. Partners are responsible for all applicable Taxes that arise from or as a result of any activities under this Agreement. If Taxes are not collected by Webflow in respect of a Partner transaction with a customer facilitated by Webflow, Partner is responsible for determining if Taxes are payable on such transaction, and if so, self-remitting Taxes to the appropriate tax authorities.

 

Restrictions and responsibilities. Partner will not, directly or indirectly:

  • reverse engineer, decompile, disassemble or otherwise attempt to discover the Webflow’s source code, object code or underlying structure, ideas, know-how or algorithms relevant to Software;
  • modify, translate, or create derivative works based on Software;
  • use Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. 

With respect to any Software that is distributed or provided to Partner for use on Partner premises or devices, Company hereby grants Partner a non-exclusive, non-transferable, sub-licensable license to use such Software during inclusion in the Partner Program only in connection with the Partner Program.

 

Compliance with laws. Partner represents, covenants, and warrants that Partner will use Services only in compliance with Company’s standard published policies and the Terms of Service then in effect and all applicable laws and regulations. Although Company has no obligation to monitor Partner’s use of Services, Company may do so and may prohibit any use of Services it believes may be (or alleged to be) in violation of the foregoing.

 

Equipment. Partner will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Partner will also be responsible for maintaining the security of Equipment, Partner account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Partner account or Equipment with or without Partner’s knowledge or consent.

 

Confidentiality. Proprietary rights. Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of Software. Proprietary Information of Partner includes non-public data provided by Partner to Company to enable Pilot (“Partner Data”). Receiving Party agrees to take reasonable precautions to protect such Proprietary Information, and not to use (except for Pilot or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Disclosing Party agrees that the foregoing will not apply with respect to any information after one (1) year following the disclosure thereof or any information that Receiving Party can document:

  • is or becomes generally available to the public;
  • was in its possession or known by its prior to receipt from Disclosing Party; 
  • was rightfully disclosed to it without restriction by a third party;
  • was independently developed without use of any Proprietary Information of Disclosing Party; or
  • is required to be disclosed by law.

Webflow Trademarks

During the term of this Agreement, Webflow hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Webflow Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: it will use Webflow’s Trademarks only as permitted under this Agreement; it will use the Webflow Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Webflow in writing from time to time; the Webflow Trademarks are and will remain the sole property of Webflow; nothing in this Agreement will confer in Partner any right of ownership in the Webflow Trademarks and all use thereof by Partner will inure to the benefit of Webflow; Partner will not, now or in the future, apply for or contest the validity of any Webflow Trademarks; and Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any Webflow Trademarks.

 

Restrictions on Partner’s Use of the Webflow Trademarks

Partners will not:

  • use the Webflow Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services, unless granted express written permission by Webflow in advance of each use; or
  • purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the Webflow Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Webflow Trademarks.

Partner Data. Except for User Content (defined below), all materials on the Service including the mini-applications that integrate other applications and services (“Recipes”) and the Service itself and all Intellectual Property Rights contained therein or related thereto, including text, graphics, user and visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications, computer code and associated documentation (collectively, the “Content”), including but not limited to the design, structure, arrangement, and “look and feel” of such Content, is owned by or licensed to us and our licensors and is protected by copyright, trademark, and other intellectual property rights and laws.

Other than as provided herein, Webflow does not grant to user any license, express or implied, to the intellectual property of Webflow or its licensors. Except as expressly provided in the Terms of Service, no part of the Service and no Content may be copied, reproduced, sold, republished, transmitted, displayed, reposted, or otherwise distributed for public or commercial purposes.

Subject to the terms and conditions of this Agreement, Webflow provides you with a non-exclusive, revocable license to use the Service, including the Recipes, as expressly permitted by the features and functionality of the Service and the Terms of Service. Webflow may terminate this license at any time for any reason or no reason.

 

Warranty and disclaimer. Company will use reasonable efforts consistent with prevailing industry standards to maintain Software in a manner which minimizes errors and interruptions in functioning of Software. Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, company does not warrant that functioning of software will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of software. Except as expressly set forth in this section, software is provided “as is” and company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

 

Limitation of liability. Notwithstanding anything to contrary, except for bodily injury of a person, company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees will not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory:

  • for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business;
  • or any indirect, exemplary, incidental, special or consequential damages;
  • for any matter beyond company’s reasonable control; or
  • for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Partner to company for the software under this agreement in the 12 months prior to the act that gave rise to the liability,
  • in each case, whether the Company has been advised of the possibility of such damages.

Termination. Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party. Webflow reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, Webflow will provide reasonable notice by email or posting a notice on the Webflow blog.

 

Consequences of Termination. Upon termination of this Agreement: each Party will return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control; Partner will immediately cease displaying any Webflow Partner or any Webflow Trademarks on any Website or otherwise; and all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to receive any payments of Fees under this Agreement, unless otherwise determined by Webflow in its sole discretion.

 

Feedback

If Partner provides any feedback (including identifying potential errors and improvements) to Webflow concerning the Partner Program or any other product or service provided by Webflow, Partner hereby assigns to Webflow all right, title, and interest in and to the Feedback, and Webflow is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction. Webflow will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.

 

Beta Services

From time to time, Webflow may, in its sole discretion, invite Partner to use, on a trial basis, potential new services or features that are in development and not yet available to all Partners or customers (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Webflow will provide to Partner prior to Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Webflow and subject to the confidentiality provisions of this Agreement. Webflow makes no representations or warranties that the Beta Services will function. Webflow may discontinue the Beta Services at any time in its sole discretion. Webflow will have no liability for any harm or damage arising out of or in connection with a Beta Service.

 

Independent contractors. Partner and Company are independent contractors in all matters relating to this agreement, and this agreement will not be construed to create a partnership, joint venture, agency, employment, or any other relationship between Partner and Company.

 

Other Partner terms

If the Partner is an individual, you must be the older of (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from where you carry out Partner activitie

You confirm that you are becoming a Partner for the purposes of carrying on a business activity and not for any personal, household or family purpose

To become a Partner, Partner must provide all information indicated as required. Webflow may reject an application for participation in the Partner Program for any reason, in its sole discretion. Partner acknowledges that Webflow will use the email address provided by Partner as the primary method for communication.

If you sign up for the Partner Program on behalf of your employer, your employer will be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for: ensuring that its employees, agents and subcontractors comply with this Agreement and any breach of this Agreement by Partner’s employees, agents or subcontractors. 

 

Governing law. This agreement is governed by the laws of the State of California, without giving effect to principles of conflicts of law.

 

Final provisions

This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements between the parties regarding the same subject matter. 

This agreement can be modified only by a written amendment signed by the parties.

Failure to enforce any provisions of this agreement will not constitute a waiver.

If any provision is unenforceable, the other provisions will remain effective. 

Parties may execute this agreement by electronic signatures or by facsimile in counterparts, which taken together will constitute one instrument.

Neither party may assign or transfer this agreement without the prior written consent of the other party. 

Any notice under this agreement must be in writing and delivered personally or by overnight courier or sent by email.

The section headings of this agreement are for convenience only and have no value for interpretation of agreement.

 

Survival. The following provisions survive termination or expiration of this agreement: Confidentiality. Proprietary rights, Limitations of liabilities, Governing law and Final provisions.

 

Amendments, notification procedures, and changes to the Agreement. We reserve the right, in our sole discretion, to modify, update, or change this Agreement from time to time, so you should review this page periodically. When we change the Agreement in a material manner, we will update the “last modified” date at the top of this page.