Webflow Markeplace Agreement

By clicking on "I agree" (or a similar box or button to evidence your agreement), you accept and agree to be bound by the terms and conditions of this Webflow Marketplace 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, "Creator," "you" or "your"). Please read these terms carefully as they govern your rights and obligations under this Agreement.

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 "Creator" 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/marketplace-agreement. 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/marketplace-agreement. 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 Webflow Marketplace 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.

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, Marketplace 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" 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. "Creator Marks" means Creator's Trademarks;

1.5. "Content" means any content a Customer submits, posts, displays, or otherwise makes available on or via the Service, including all intellectual property therein, including, but not limited to, Customer webpages, backend databases, End User Personal Data, and any other data or information made available through the Webflow API or by any other means authorized by Webflow, and any copies and derivative works thereof;

1.6. "Customer" or "Webflow Customer" means an individual or entity that has subscribed to use the Webflow Platform;

1.7. "De-Identified Data" means data and other information gleaned from Creator's participation in the Marketplace 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 Creator;

1.8. "Developer Agreement" mean the Developer Agreement available at https://webflow.com/legal/developer-terms-of-service;

1.9. "Developer Resources" means the Webflow Application Programming Interface ("Webflow API") that we make available to you for the purposes of interfacing with the Content as set forth in the Webflow developer documentation, and any Software Development Kit ("SDK") and/or the related documentation, data, code, and other materials provided by Webflow, as updated from time to time;.

1.10. "End Users" means any natural persons that uses, installs downloads, or otherwise accesses your Media;

1.11. "Feedback" means any non-confidential comments, ideas, or feedback about the Marketplace, Webflow services, and/or the Platform submitted by Creator to Webflow, including without limitation any suggestions related to improving the Marketplace, Webflow services, and/or Platform;

1.12. "Global Privacy Policy" means the policy available at https://webflow.com/legal/privacy;

1.13. "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;

1.14. "Marketplace" means the web page on Webflow's domain where your Media may be featured;

1.15. "Marketplace Guidelines" means the applicable guidelines located at: https://developers.webflow.com/data/docs/marketplace-guidelines;

1.16. "Marketplace Materials" means the Marketplace Guidelines, Submission Guidelines, instructions, technical documentation, and any ancillary or related resources provided by Webflow to Creator as part of Creator's participation in the Marketplace, as may be updated from time to time;

1.17. "Media" means any templates, applications, libraries, and/or other media, along with any associated text that you submit to the Marketplace, for sale and license to other Customers or End Users;

1.18. "Media Content" means any associated content incorporated into the Media.

1.19. "Personal Data" means any information that identifies or could be used to identify a natural person contemplated under applicable data protection laws;

1.20. "Platform" means Webflow's software-as-a-service website design and development platform and its related products or services;

1.21. "Submission Guidelines" means the guidelines available at https://webflow.com/templates/submission-guidelines;

1.22. "Subscription Agreement" means the subscription contract between Webflow and the applicable Webflow Customer (which may include Creator and/or End Users) governing its use of the Platform;

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

1.24. "Webflow Marks" means Webflow's Trademarks.

2. Webflow Marketplace; Eligibility

3.2.Use of Webflow Resources. During the Term, Creator may access and use Marketplace Guidelines, Submissions Guidelines, marketing tools, and other Marketplace resources as updated by Webflow from time to time. Creator may use such resources solely to exercise its rights and fulfill its obligations under this Agreement.

3.3.Prohibited Activities and Other Restrictions. You will not or attempt to (and will not allow others to) a) reverse engineer, decompile, disassemble or translate the code or technology in connection with the Marketplace or Platform, or otherwise attempt to derive source code, trade secrets, or know-how in or underlying in the Marketplace or Platform or any portion thereof; b) interfere with, modify, disrupt or disable features or functionality of the Marketplace or the Platform, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms; c) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Marketplace or Platform to any third party except as expressly permitted herein; d); use the Marketplace or Platform for any illegal, unauthorized or other improper purposes, including without limitation to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit malicious code, or to store or transmit material in violation of third-party rights; (e) use the Marketplace to access or gather private information about individual End Users, Customers, or Customers' end users, including utilizing the Marketplace to derive or obtain non-public information of individual End Users, Customers, or Customers' end users; (f) interfere with or disrupt the integrity or performance of the Platform or the Marketplace, including by disrupting the ability of any other person to use or enjoy the Platform or the Marketplace, or attempt to gain unauthorized access to the Platform or the Marketplace or related systems or networks; or (g) remove or alter any of Webflow's proprietary notices or marks.

3.4.Marketplace Fair Use. You are prohibited from engaging in activities that artificially inflate or manipulate engagement metrics—such as likes, ratings, or reviews—including the use of bots, scripts, or automated means to generate false engagement with any Media. All Media submitted must be unique and substantially different; submitting multiple versions of the same Media as distinct applications is prohibited. Duplicate submissions intended to crowd out other creators or manipulate visibility within Webflow's Marketplace or services are strictly forbidden. Violations of this Section may result in the removal of offending Media, suspension of Creator's account(s), or other actions as determined by Webflow.

3.5.Advertising Templates on Third-Party Marketplaces. You may advertise or sell your templates on third-party websites or marketplaces, including your own website or other channels, provided that such advertisement or sale is in accordance with the Marketplace Materials. For the avoidance of doubt, this section only applies to templates, and this section does not apply to any other type of Media, including, but not limited to, applications and libraries.

3.6. Pricing models for any Media submitted to the Marketplace is further described in the Marketplace Materials, subject to change at any time.

4. Responsibilities to End Users; Security; End User Privacy Policy

4.1.End User Support. Creator is responsible for providing support to End Users, such as, by way of example only, fixing bugs and troubleshooting, and Creator must do so within a reasonable timeframe.

4.2.End User Terms. You, not Webflow, license your Media to End Users, and you must provide your own End User terms and End User privacy policy with any Media submitted and maintained in the Marketplace. Your End User terms and End User privacy policy must comply with, and be consistent with, the terms and conditions of this Agreement. You agree that Webflow does not and will not have any responsibility or liability related to compliance or non-compliance by you or any End User under the applicable End User terms or End User privacy policy.

4.3.Protection of Personal Data and End User Privacy Policy. If your Media ingests, processes, transmits, and/or collects any Personal Data you will protect all such Personal Data using reasonable and appropriate technical and organizational measures and obtain all required consents or legal basis of processing for such activities as set forth under Applicable Laws. You must also maintain a privacy policy for your Media and prominently display or provide a link to it wherever users download or access your Media. Your privacy policy must meet applicable legal standards and describe the collection, use, storage, and sharing of Personal Data in clear, understandable and accurate terms. You are required to follow applicable legal requirements if the use of your Media will result in the international transfer of Personal Data. You must promptly notify us in writing via email to privacy@webflow.com of any breaches of your Media's privacy policy or usage agreement that impact or may impact End Users, Customers, or their end users.

5. Marketplace Operations; Webflow's Rights; Media Removal

5.1.Marketplace Features. Webflow maintains sole discretion to determine all features and operations of the Marketplace.

5.2.No Obligation by Webflow. You acknowledge that Webflow has no obligation to promote, distribute, list, or offer for sale any Media, or to continue to do so. Webflow may determine in its sole discretion to make available or list any Media through the Marketplace, or to remove any Media from the Marketplace. Webflow may stop any transaction, or take other actions as needed to restrict access to or availability of any Media that does not comply with this Agreement or that otherwise might adversely affect End Users. Inclusion of any Media in the Marketplace does not relieve you of responsibility to ensure the Media complies with this Agreement or to perform other obligations under this Agreement.

5.3.Webflow's Rights and Removal. Without limiting any rights or remedies available to Webflow, Webflow, in its sole discretion, has the right to (i) refuse to accept any Media you submit to the Marketplace; (ii) remove any Media from the Marketplace at any time for any reason, including but not limited to a belief that your Media would subject Webflow to legal liability, if your Media violates the terms of this Agreement, or if we believe your Media violates applicable law; (iii) suspend your Webflow account(s); (iv) impose limitations on your Webflow account(s); or (v) place a temporary hold on reviewing any Media your submit to the Marketplace. Webflow may stop any transaction, or take other actions as needed to restrict access to or availability of any Media that does not comply with this Agreement or that otherwise might adversely affect End Users, Customers, or any Customers' end users.

5.4.Marketplace Improvements and De-Identified Data. 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 Marketplace, the Platform, and for other related development, diagnostic and corrective purposes. Creator may choose to, but is not obligated to, submit Feedback to Webflow.

5.5.Feedback. Creator agrees that for any Feedback it provides, Creator 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. Creator 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.

6. Commission and Payment Terms

6.1.Commission Structure: Webflow agrees to pay to Creator a commission on sales of Media purchased directly from the Webflow Marketplace ("Commissions") in the amount set forth below and as further described in the Marketplace Materials.

‍

‍

6.2.Payment Terms. Commissions for each calendar month will be paid to Creator on or around the 15th of the calendar month following when the Commissions were earned.

6.3.Promotions. You acknowledge and hereby agree that Webflow may run promotions that include discounts on your Media and that Commissions on your Media purchased with such a discount will be calculated based on the discounted price. You hereby agree and provide Webflow the right to run promotions on your Media without prior notice.

6.4.Refunds. If you are credited with a Media sale and Webflow thereafter issues a refund to a user that purchased your Media, Webflow will have the right to deduct Commissions credited to your account.

6.5.Taxes. To the extent allowed under Applicable Law, Creator is responsible for all applicable taxes that arise from or as a result of any activities under this Agreement, including Commission paid by Webflow to Creator. In a timely manner, Webflow will provide relevant tax documentation, if any, for applicable taxes resulting from the activities under this Agreement. If taxes are not collected by Webflow in respect of a Creator transaction with an End User or Customer facilitated by Webflow, Creator is responsible for determining whether taxes are payable on such transaction, and if so, self-remitting taxes to the appropriate tax authorities.

7. Ownership; Reservation of Rights; License Grant

7.1.Ownership and Proprietary Rights. As between the parties, (i) Creator shall own and retain all right, title, and interest in and to the Media, the Creator Marks, and any of its Intellectual Property; and (ii) Webflow shall own and retain all right, title, and interest in and to (a) the Platform, the Marketplace Materials, and the Marketplace, and any related software and any improvements, enhancements, or modifications thereto and all Intellectual Property rights related to any of the foregoing, (b) its Intellectual Property and the Webflow Marks, (c) Webflow's Confidential Information, and (d) any software, applications, inventions, or other technology developed by Webflow in connection with any additional services or support. Nothing contained in this Agreement shall be construed to transfer any Intellectual Property rights in the Media or Media Content to Webflow. The Intellectual Property rights in and to all Media and Media Content remains with the owner of such Intellectual Property right. Any and all Media submitted to the Marketplace must be the Creator's own original work.

7.2.License Grant to Webflow. By submitting any Media to the Marketplace, you hereby grant Webflow, a worldwide, non-exclusive, royalty-free right and license to (i) resell, distribute, make available, transmit, display, sublicense, market, promote, and advertise any Media uploaded to the Marketplace by you to host on the Marketplace and subject to the terms and conditions of this Agreement; and (ii) use, store, reproduce, copy, create derivative works, publicly display, transmit, broadcast, and adapt any Media to promote, advertise, use for educational purposes, or otherwise market Webflow, without additional compensation to you (except as otherwise agreed or as outlined in this Agreement).

7.2.1. You acknowledge and agree that any Media submitted for inclusion on the Marketplace may be licensed to End Users of such Media under the Webflow's Single-Use License (the terms of which are available at https://webflow.com/templates/template-licenses). Media submissions offered for free and under the Webflow's Free Template License (the terms of which are available at https://webflow.com/templates/template-licenses) will not be accepted unless specifically requested by the Webflow.

7.2.2.Creator Marks. You hereby grant Webflow a worldwide, non-exclusive, royalty-free, non-transferable (except as permitted in Section 13.5) right and license to use the Creator Marks for the purpose of Webflow marketing and promotional activities and to promote your participation in the Marketplace.

7.3.Media Removal. You may remove your Media from the Marketplace at any time for any reason. However, you agree that any licenses to Media issued prior to the removal of the relevant Media will remain in full force and effect under the terms of that license. Additionally, you agree that Webflow retains a worldwide, non-exclusive, irrevocable, perpetual, royalty-free license to retain a thumbnail image of any Media that you remove.

7.4.Metadata and Data Labeling. Webflow may, at its discretion, apply or edit the metadata to Media submitted and included on the Marketplace for the purposes of search and discoverability of the Media in the Marketplace. This may include applying machine learning and predictive analytics to improve the Platform, which could include detecting content prohibited by our Terms of Service for moderation and security purposes (i.e., Media that violates our Acceptable Use Policy). By submitting Media to the Marketplace, you agree that your content may be used by Webflow for these purposes.

8. Term and Termination

The term of this Agreement (the "Term") will begin on the date you agree to it and will continue until you or Webflow terminates it in accordance with the terms of this Agreement. Webflow may immediately terminate or suspend this Agreement, any rights granted herein, and/or your access to the Marketplace, at its sole discretion at any time, for any reason by providing notice to you. You may terminate this Agreement at any time by ceasing your access to the Marketplace. Upon termination of this Agreement, all rights and licenses granted herein immediately expire and you must cease using or accessing the Marketplace, the Marketplace Materials, and any Webflow Marks. The provisions set forth in this Agreement that, by their nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement. Webflow will have no obligation or liability resulting from termination or suspension of this Agreement as permitted herein.

9. Representations and Warranties

9.1.Creator Representations and Warranties. You agree that you are solely responsible for all Media that you submit for inclusion on the Marketplace, including any associated Media Content. You represent and warrant that (i) you are the sole and exclusive owner of the Media and any Media Content, or that you have otherwise obtained and shall maintain all necessary licenses, authorizations, rights, releases, and permissions necessary to enter into and perform your obligations or to grant to us the rights in such Media or Media Content as contemplated in this Agreement, including without limitation the rights to display the Media and Media Content in the manner set forth in this Agreement; and (ii) any use of the Media and the Media Content as contemplated by this Agreement does not and will not infringe, misappropriate or violate a third party's Intellectual Property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

9.2.Media and Media Content; No Responsibility of Webflow. To the extent permitted by law, you acknowledge and agree that Webflow is not undertaking and assumes no responsibility, obligation or liability relating to the Media or the Media Content that you post or send through the Platform or Marketplace. Unless otherwise specified, Webflow, its successors, assigns, employees, agents, directors, officers, and stockholders (i) do not undertake or assume any duty to monitor the Platform or Marketplace for inappropriate or unlawful content and (ii) assume and shall have no responsibility or liability which may arise from the Media or Media Content, including, but not limited to, third-party claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. You agree that you are solely responsible for the Media and Media Content and the consequences of posting or publishing it, and that Webflow is only acting as a passive conduit and service provider for the online distribution and publication of the Media and Media Content.

9.3. Your represent and warrant that your Media will not contain any viruses, spyware, "Trojan horses," or other "malware" or harmful code ("Viruses"), and will not cause injury to any person or damage to any property.

10. Indemnification By Creator

12. Disclaimers and Limitation of Liability

12.1. THE MARKETPLACE, THE PLATFORM, AND ALL MARKETPLACE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT.

12.2. YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE MARKETPLACE, THE PLATFORM, OR ALL MARKETPLACE MATERIALS IS TO STOP UTILIZING THE MARKETPLACE.

12.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEBFLOW ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES IN THE MARKETPLACE, THE PLATFORM, AND ALL MARKETPLACE MATERIALS; (II) PERSONAL INJURY OR PROPERTY DAMAGE (INCLUDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO YOUR MEDIA), OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR USE OF THE MARKETPLACE, THE PLATFORM, AND ALL MARKETPLACE MATERIALS (INCLUDING INFRINGEMENT CAUSED BY THIRD-PARTY FRAUD, MALFEASANCE, OR EXPLOITATION OF TECHNICAL ERRORS IN THE MARKETPLACE MATERIALS); (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION OR FINANCIAL INFORMATION, STORED THEREIN; (IV) ANY ERRORS, MISTAKES, LOSSES, DAMAGE OR UNAUTHORIZED ACCESS RESULTING FROM THE USE OF THIRD PARTY APPLICATIONS BY YOU OR BY WEBFLOW ON YOUR BEHALF; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE MARKETPLACE, THE PLATFORM, AND ALL MARKETPLACE MATERIALS; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE MARKETPLACE; (VII) ANY ERRORS OR OMISSIONS IN THE MARKETPLACE, THE PLATFORM, AND ALL MARKETPLACE MATERIALS OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE MARKETPLACE; AND/OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

12.4. IN NO EVENT SHALL WEBFLOW OR OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE PLATFORM, OR ALL MARKETPLACE MATERIALS.

12.5. IN NO EVENT SHALL WEBFLOW OR OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS RELATED TO THIS AGREEMENT IN AN AMOUNT EXCEEDING $100.

12.6. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WEBFLOW OR ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.7. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

13. Miscellaneous

13.1.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. Creator does not have any authority of any kind to bind Webflow in any respect whatsoever.

13.2.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.

13.3.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.

13.4.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.

13.5.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 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. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

13.6.Notices. Any notice or other communication to be given hereunder will be in writing and given (i) by Webflow via email and/or through the posting of such notice on your Webflow Dashboard, or (ii) by you via email to legal@webflow.com or to such other email or physical addresses as Webflow may specify from time to time. The date of receipt will, in the case of email, be deemed the date on which such notice is transmitted.

13.7.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.

‍