Referral Partnership Agreement

By clicking on “I agree” (or a similar box or button to evidence your agreement) when you sign up for Webflow’s Referral Partnership Program (as defined below) or otherwise gain access to the Referral Partnership Program (as defined below), you accept and agree to be bound by the terms and conditions of this Referral Partnership Program Agreement and any associated addenda referenced herein (collectively, the “Agreement”). This Agreement is between (1) Webflow, Inc. (inclusive of the Webflow affiliates, “Webflow,” “we,” “our,” 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, “Affiliate,” “you” or “your”). Please read these terms carefully as they govern your rights and obligations under Webflow’s Referral Partnership 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 “Affiliate” 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 https://webflow.com/legal/referral-partnership-terms. We reserve the right to modify, update, or change this Agreement from time to time by posting updates and changes at https://webflow.com/legal/referral-partnership-terms. When we make any material changes to this Agreement, we will use reasonable efforts to provide notice to you by (1) updating the Version Date at the top of this page; and/or (2) emailing you. Notwithstanding the foregoing, you acknowledge and agree that your continued participation in the Referral Partnership Program after any such updates constitutes your agreement to the Agreement as updated. However, 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.

1. Definitions

“Customer” means a Webflow end user customer that has subscribed to the Platform.

“Feedback” means any comments, ideas, or feedback about Webflow or the Platform provided by Partner; 

“Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

“Marketing Materials” means collaterals, content, and promotional assets created independently by the parties to carry out their respective marketing activities.

“Partner Services” means, collectively, any software application or related technology services owned by Partner. 

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

“Program Guidelines” means any guidelines, instructions, technical documentation, and any ancillary or related resources provided by Webflow to Partner as part of Partner's participation in the Referral Partnership Program, as may be updated from time to time;

“Referral Partnership Program” means the referral partnership program offered by Webflow applicable to this Agreement;

“Subscription Agreement” means the applicable subscription contract between Webflow and the applicable Customer governing Customer’s use of the Platform;

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

“Website Content” means any content that Partner, or Webflow’s partners or Customers (or their authorized users) create, publish, produce, upload, display, or otherwise make available to a Customer’s own end users on or via the Platform.

2. Scope and Purpose of this Agreement

This Agreement sets forth the terms and conditions under which (1) the parties shall promote and market the other to its respective business clients. For clarity, this Agreement does not govern Partner’s (or any Customer’s) end use of the Platform, which is governed separately under the applicable Subscription Agreement. For the avoidance of doubt, Customers must subscribe to the Platform by directly entering into a Subscription Agreement with Webflow.

2.1. Business Objective. Both parties shall endeavor to refer potential business opportunities to the other and participate in the marketing opportunities described below; provided, however, that neither party shall have the obligation to enter into any formal commercial agreement with any prospects referred to it by the other party. The parties acknowledge and agree that this is a non-exclusive relationship and nothing shall limit or restrict either party from working with competitors of the other party.

Both parties agree to maintain their independence and not make any assurances on the behalf of the other that are inconsistent with such party’s express, written documentation, including by way of example only and without limitation, with respect to pricing and any contractual terms and conditions. In furtherance of the objectives herein, each party agrees to, subject to all applicable laws, provide the other with relevant prospect contact and background information related to any business opportunities they deem prudent to share with the other party.

3. Co-Marketing Opportunities

3.1. Trademarks. During the Term of this Agreement, and subject to the terms herein, each party hereby grants to the other party a limited, worldwide, royalty-free, revocable, non-exclusive, and non-transferable license to use or display such party’s respective Trademarks solely in connection with the activities related to this Agreement. 

Each party acknowledges and agrees: (1) it will use the other party’s Trademarks only as permitted under this Agreement; (2) it will use the other party's Trademarks in compliance with all applicable laws, regulations, and respective trademark or brand guidelines, standards and other requirements the owner of such Trademarks may prescribe in writing from time to time; (3) each party’s Trademarks are and will remain the sole property of such party; (4) nothing in this Agreement will confer in a party any right of ownership in the other party’s Trademarks and all use thereof by a party will inure to the benefit of the owner of such Trademarks; and (5) each party will not, now or in the future, apply for or contest the validity of any Trademarks of the other party.

3.2. Partner Content. Subject to Section 3.1, Partner hereby grants Webflow a limited worldwide, royalty-free, revocable, non-exclusive, and non-transferable license to use and publicly display Partner’s Trademarks, Website Content, case studies using Webflow, blog posts, quotes, or other Feedback related to the Platform (collectively, “Partner Content” or “Partner Marketing Content”) for Webflow to market and mutually promote the parties’ partnership related to this Agreement (for e.g., on Webflow’s websites or related marketing properties or opportunities). 

3.3. Webflow Content. Subject to Section 3.1, Webflow hereby grants Partner a limited worldwide, royalty-free, revocable, non-exclusive, and non-transferable license to use and publicly display Webflow’s Trademarks, case studies using Partner’s products or services, blog posts, quotes, or other feedback related to Partner (collectively, “Webflow Marketing Content”) for Partner to market and mutually promote the parties’ partnership related to this Agreement (for e.g., on Partner’s websites or related marketing properties or opportunities).

3.4. Use of Marketing Content. Each party agrees to only use the other party’s respective marketing content for promotional and advertising activities related to this Agreement, and shall ensure that any content provided complies with all applicable laws, regulations, and applicable trademark guidelines. Each party also represents and warrants that it has obtained and shall maintain throughout the Term all necessary licenses, authorizations, approvals, and consents related to its marketing content necessary to grant the other party the rights stated herein. Each party acknowledges and agrees (1) to cease use of the other party’s marketing material on request by the other party; and (2) its right to use the other party’s marketing content as described herein will terminate automatically in the event of any termination of this Agreement. 

3.5. Website Links.  Each party may provide a direct link to the other’s website (a “Link”) featuring such other party’s brand and logo, and in accordance with the specifications agreed upon by the parties.

3.6. Conduct. The parties shall exercise their duties with prudence and diligence and not act contrary to the interests of the other or the purposes contemplated by this Agreement. Each party shall notify the other in writing of any possible conflicts of interest or other circumstances that might have a detrimental effect on the relationship between the parties. Both parties agree that they will not (1) make any false or misleading statement, representation, warranty, guarantee, or other promise to any person or company regarding the other party’s product services without first obtaining the other party’s written approval; and (2) make any statement, representation, warranty, guarantee, or other promise to any person or company regarding the other party’s products or services that is inconsistent with any information the other party provides or makes available.

4. Joint Marketing

4.1. Joint Marketing Activities. During the Term of this Agreement, the parties agree to use commercially reasonable efforts to cooperate with each other in their joint promotion and marketing duties as separately agreed upon by the parties (email is sufficient) that details the activities to be carried out by either party. All marketing activity is subject to prior written approval of both parties (email is sufficient). Neither party shall create Marketing Materials that refer to the other party without first obtaining approval from the other party and each agrees to use only the Marketing Materials approved or provided by the other party.

4.2. Costs of Joint Marketing Activities. Each party shall use commercially reasonable efforts in carrying out its respective marketing activities, and each party is responsible for its own costs in the performance of its obligations under this section, including, but not limited to, performing its obligations in accordance with applicable law, and securing all applicable licenses, consents, and approvals required by applicable law in connection with its activities.

5. Warranties; Disclaimer

5.1. Warranties. Each party represents and warrants to the other that it (i) will comply with all applicable laws and regulations during its performance of the Agreement; (ii) has obtained and shall maintain throughout the Term all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder; and (iii) 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. 

5.2. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM IS PROVIDED BY WEBFLOW “AS IS” AND “AS AVAILABLE” EXCLUSIVE OF ANY WARRANTY WHATSOEVER, AND BOTH PARTIES MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY MATTER, AND BOTH PARTIES EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. PARTNER SHALL NOT MAKE ANY REPRESENTATION, GUARANTEE, OR WARRANTY CONCERNING THE PLATFORM EXCEPT AS EXPRESSLY PERMITTED IN WRITING IN ADVANCE BY AN AUTHORIZED EMPLOYEE OF WEBFLOW.

6. Confidentiality; Proprietary Rights; Feedback; Trademarks

6.1. Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose non-public technical, financial, or related business information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). For the purposes of this Agreement, (i) Webflow Confidential Information includes, without limitation, non-public information regarding current and future features, functionality, and performance of the Platform; and (ii) Partner Confidential Information includes, without limitation, non-public data provided by Partner to Webflow for the purposes of this Agreement, which may include by way of example only, any prospect or potential business opportunity Confidential Information. 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, afiliates, 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 Receiving Party agrees to maintain the confidentiality of any Confidential Information it receives during the Term of this Agreement and for a period of five (5) years after termination of this Agreement. The parties agree that the foregoing obligations 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. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. 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.

6.2. Proprietary Rights. As between the parties, (i) Partner shall own and retain all Intellectual Property Rights in and to Partner Confidential Information and Partner Services; and (ii) Webflow shall own and retain all Intellectual Property Rights in and to Webflow’s Confidential Information and the Platform. 

6.3. Feedback. In its discretion, Partner may, but is under no obligation to, provide Webflow with Feedback. If Partner provides Feedback to Webflow, Partner agrees Webflow may use such Feedback for any lawful purpose without obligation, attribution, or compensation to Partner.

7. Term and Termination

7.1. The Term. Subject to earlier termination as provided below, this Agreement commences as of the Effective Date and shall continue in effect for twelve (12) months (the “Initial Term”). Except as otherwise specified, the Term shall automatically renew for additional equal periods (each, a “Renewal Term” and together with the Initial Term, the “Term”). 

7.2. Termination. Either party may terminate this Agreement at any time effective after seven (7) days’ notice. Upon termination of this Agreement: (i) each party shall return to the other party, or destroy (and provide written confirmation of such destruction), all Confidential Information and property of the other party in its possession or control; (ii) each party shall immediately remove any Trademarks or related materials, Marketing Materials, or property of the other party located on such party’s website(s) or other materials, collateral, or media; and (iii) all rights granted to either party under this Agreement will immediately cease. The termination or expiration of this Agreement shall not affect the validity of any Customer agreements. 

7.3. Surviving Provisions. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, confidentiality obligations, warranty disclaimers, and limitations of liability.

8. Indemnification; Limitation of Liability

8.1. Indemnification

8.1.1. Indemnification by Partner. Partner shall fully indemnify, defend and hold harmless Webflow, its affiliates, and their officers, directors, employees, agents, successors and assigns (“Webflow Indemnitees”) from and against any and all damages, liabilities, losses, judgments, awards, penalties, fines, and expenses (including any and all reasonable attorney fees, expenses, and costs) (“Losses”) incurred by or asserted against any Webflow Indemnitee relating to a third-party claim, suit, or action of whatever kind or nature (“Third-Party Claim”) due to (a) Partner’s material breach of its obligations under this Agreement; (b) Partner’s failure to comply with any applicable laws, regulations, or codes in the performance of its obligations under this Agreement; or (c) infringement or misappropriation by the Partner Services, Partner Marketing Materials, or Partner Trademarks of any third-party Intellectual Property Right.

8.1.2. Indemnification by Webflow. Webflow shall fully indemnify, defend and hold harmless Partner, its affiliates, and their officers, directors, employees, agents, successors and assigns (“Partner Indemnitees”) from and against any and all Losses incurred by or asserted against any Partner Indemnitee relating to a Third-Party Claim due to (a) Webflow’s material breach of its obligations under this Agreement; (b) Webflow’s failure to comply with any applicable laws, regulations, or codes in the performance of its obligations under this Agreement; and (c) infringement or misappropriation by the Webflow Platform, Webflow Marketing Materials, or Webflow Trademarks of any third-party Intellectual Property Right.

8.1.3. Procedure. Each party’s indemnity obligations are subject to the following: (i) the indemnified party shall promptly provide written notice to the indemnifying party of the applicable claim, provided that a failure to promptly notify will not relieve the indemnifying party of its indemnification obligations, except to the extent it has been prejudiced by such failure; (ii) the indemnified party shall give the indemnifying party, in the indemnifying party’s sole discretion, the opportunity to assume sole control of the defense and all related settlement negotiations with respect to the claim (i.e., the indemnifying party shall not be responsible for any settlement entered into by the indemnified party that it does not approve in writing), provided that the indemnifying party may not settle or defend any claim unless it unconditionally releases the indemnified party of all liability; and (iii) the indemnified party will reasonably cooperate to the extent necessary for the defense of such claim, at the indemnifying party’s expense

8.2. Limitation of Liability

EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR 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. EXCEPT FOR WEBFLOW’S INDEMNITY OBLIGATIONS SET FORTH HEREIN, IN NO EVENT WILL WEBFLOW BE LIABLE TO PARTNER FOR ANY AMOUNTS THAT, TOGETHER WITH THE AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED ONE THOUSAND US DOLLARS ($1,000). NOTWITHSTANDING, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW.

9. Miscellaneous

9.1. Relationship of the Parties. The parties expressly acknowledge and agree that they are independent contractors. 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 employees, as well as all employment-related taxes; and Partner does not have any authority of any kind to bind Webflow in any respect whatsoever.

9.2. 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

9.3. 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.

9.4. Entire Agreement. This Agreement is the complete and exclusive agreement between the parties regarding matters covered by this Agreement and supersedes and cancels all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Any and all waivers, amendments, and modifications 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.

9.5. 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 either party may assign the Agreement in its discretion in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

9.6. 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, 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.

9.7. 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 sent to the contact address on file for the Partner, and will be deemed delivered as of the date of actual receipt.