Company

Developer Terms of Service

WEBFLOW DEVELOPER AGREEMENT

Version Date: October 21, 2025

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 Developer 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, “Developer,” “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 “Developer” 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/developer-terms-of-service. 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/developer-terms-of-service. 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, including but not limited to access and use of the Webflow API, 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, Marketplace Agreement, your Webflow Subscription Agreement, Webflow’s Global Privacy Policy, 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. “Acceptable Use Policy” means the Acceptable Use Policy applicable to using the Platform, available at https://webflow.com/legal/aup;
  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;
  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;
  4. “Application” means the software or web application you develop, submit, integrate, or otherwise make available for use on the Platform;
  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;
  6. “Customer” or “Webflow Customer” means an individual or entity that has subscribed to use the Webflow Platform; “”.
  7. “De-Identified Data” means data and other information gleaned from Developer’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 Developer;
  8. “Developer Marks” means Developer’s Trademarks;
  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;
  10. “End Users” means any natural persons that uses, installs downloads, or otherwise accesses your Application;
  11. “Feedback” means any non-confidential comments, ideas, or feedback about the Marketplace, Webflow services, and/or the Platform submitted by Developer to Webflow, including without limitation any suggestions related to improving the Marketplace, Webflow services, and/or the Platform;
  12. “Global Privacy Policy” means the policy available at https://webflow.com/legal/privacy;
  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;
  14. “Marketplace” means the web page on Webflow’s domain where your Application may be featured;
  15. “Marketplace Agreement” means the agreement available at https://webflow.com/legal/creator-agreement;
  16. “Marketplace Guidelines” means the applicable guidelines located at: https://developers.webflow.com/data/docs/marketplace-guidelines;
  17. “Personal Data” means any information that identifies or could be used to identify a natural person contemplated under applicable data protection laws;
  18. “Platform” means Webflow’s software-as-a-service website design and development platform and its related products or services;
  19. “Subscription Agreement” means the subscription contract between Webflow and the applicable Webflow Customer (which may include Developer and/or End Users) governing its use of the Platform;
  20. “Trademarks” means the trademarks, service marks, trade names, copyrights, logos, slogans, content, media, materials, identifying symbols and indicia of the applicable party; and
  21. “Webflow Marks” means Webflow’s Trademarks.

2. ACCESS TO THE PLATFORM; USE OF THE DEVELOPER RESOURCES AND MARKETPLACE; APPLICATION REVIEW AND APPROVAL

  1. Access to the Platform. Developer may access and use the Platform in connection with exercising its rights and activities in submitting and maintaining its Application on the Marketplace and subject to the terms and conditions of the Developer’s Subscription Agreement. Except as expressly provided herein, Webflow does not grant any license, express, or implied, to the Intellectual Property of Webflow or its licensors, including but not limited to the Platform, the Marketplace, Developer Resources, and Webflow Marks. Webflow retains all right, title and interest in its Intellectual Property, including, but not limited to, the Platform, the Marketplace, and Developer Resources.

  2. Subscription Agreement. For clarity, this Agreement exclusively governs Developer’s participation in the Marketplace. Any end use of the Platform by Customers, Developer or its End Users, and/or any of their authorized users is governed separately under the applicable Subscription Agreement.

  3. Developer Resources. Subject to your compliance with the terms and conditions in this Agreement, you may use the Developer Resources to develop your Application, but only as permitted by the Marketplace Guidelines. All of your use rights in this Agreement (including your rights to use Webflow Marks) are limited, non-exclusive, non-sublicensable, non-transferable, royalty-free, and revocable.

  4. Marketplace. Webflow maintains sole discretion to determine all features and operations of the Marketplace. You acknowledge that Webflow has no obligation to promote, distribute, list, or offer any Application on the Marketplace. Webflow may determine in its sole discretion to make available or list any Application on the Marketplace, or to remove any Application from the Marketplace. Webflow may stop any transaction, or take other actions as needed to restrict access to or availability of any Application that does not comply with this Agreement or that otherwise might adversely affect End Users.

  5. Review of Application. To submit your Application to the Marketplace, you must complete an application, provide any additional information requested by Webflow and/or follow the instructions in the Marketplace Guidelines. At Webflow’s request, you will comply with its review process and provide Webflow with reasonably requested information, which Webflow will only use for purposes of such review. You represent and warrant that all information you provide to Webflow will be accurate and complete and that your Application will comply with the Marketplace Guidelines. If any Application information is inaccurate or needs to be updated or modified, you will promptly provide Webflow with corrections, updates, or modifications. Webflow may decide in its sole discretion whether to approve an Application in accordance with the Marketplace Guidelines. Developer remains solely responsible for its Application(s) and their quality, sufficiency, security, and support. In no event will you state or imply that Webflow endorses, sponsors, or guarantees your Application(s).

3. LICENSE TO WEBFLOW

  1. Application License. You hereby grant Webflow a worldwide, non-exclusive, royalty-free, non-transferable right and license to: (i) to resell, distribute, or make available, as applicable, the Application through the Marketplace; and (ii) enable access to your Application on and through the Platform; and (iii) at Webflow’s sole discretion, feature your Application in the Marketplace.

  2. Developer 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 Developer Marks for the purpose of Webflow marketing and promotional activities and to promote your participation in the Marketplace.

  3. Ownership. Webflow does not claim ownership of your Application or Intellectual Property, and you retain all rights, title, and interest not expressly granted in this Agreement, including any goodwill associated with the Developer’s Marks.

4. END USER TERMS AND SUPPORT

For clarity, only Developer licenses its Applications to End Users, not Webflow. Developer must provide its own end user terms and end user privacy policy with any Application. 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 between you and the End User. You are solely responsible for providing all support for your Application(s), including providing any and all information necessary for an End User to use your Application(s).

5. REPRESENTATIONS AND WARRANTIES; RESTRICTIONS

  1. Representations and Warranties. You represent and warrant that you own or have obtained a right or license to any Intellectual Property rights necessary for the development of your Application. You further represent and warrant that the functioning or use of your Application will not violate any Applicable Laws or third party rights (including Intellectual Property rights and rights of privacy).

  2. No Bulk Copy or Scraping. You agree that you will not bulk copy, scrape, or otherwise bulk export Content for display on or through your Application to non-Webflow locations and services, unless provided for in a separate written agreement between you and Webflow.

  3. Marketplace Fair Use. Developer is 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. Each Application submitted must be unique and substantially different; submitting multiple versions of the same Application as distinct applications is prohibited. Duplicate submissions intended to crowd out other developers or manipulate visibility within Webflow’s services are strictly forbidden. Violations of this Section may result in the removal of offending Applications, suspension of Developer’s account(s), or other actions as determined by Webflow.

  4. Non-Competitive Use. You agree that you will not use the Developer Resources or Platform to compete with Webflow.

  5. Use of the Webflow Marks. The Webflow Marks may not be included in or as part of your Application, registered corporate name, any of your logos, or any of your service or product names without Webflow’s prior approval. Moreover, you may not create any derivative works of the Webflow Marks or use the Webflow Marks in a manner that creates or implies Webflow’s endorsement, sponsorship, or association of you or your Application. You will not otherwise use business names and/or logos in a manner that can mislead, confuse, or deceive individuals of your services or offerings. During the term of this Developer Agreement, Webflow may, in its sole discretion, grant you express permission to use the Webflow Marks in accordance with the usage requirements stated in this section in order to promote your Application(s). You must: (i) only use the versions of the Webflow Marks that we make available to you, without altering them in any way; (ii) only use the Webflow Marks in connection with your Application and this Developer Agreement; (iii) immediately comply if we request that you stop using the Webflow Marks; and (iv) only use the Webflow Marks in accordance with our branding guidelines located at https://brand.webflow.com and https://developers.webflow.com/data/docs/marketing-your-app. You must not: (i) use the Webflow Marks in a misleading or disparaging way; (ii) use the Webflow Marks in a way that implies we endorse, sponsor, or approve of your services or products or your Application(s); or (iii) use the Webflow Marks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. All use of the Webflow Marks and all goodwill arising out of such use, will inure to Webflow’s benefit.

  6. Reverse Engineering and Other Restrictions. You will not or attempt to (and will not allow others to) a) reverse engineer, decompile, disassemble or translate the Developer Resources, including without limitation the Webflow API, or otherwise attempt to derive source code, trade secrets or know-how in or underlying the Developer Resources or any portion thereof; b) interfere with, modify, disrupt or disable features or functionality of the Webflow API, 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 of the Webflow API; 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 Developer Resources to any third party except as expressly permitted herein; d) provide use of the Developer Resources on a service bureau, rental or managed services basis or permit other individuals or entities to create links to the Developer Resources or “frame” or “mirror” the Developer Resources on any other server, or wireless or Internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the Developer Resources; e) use the Developer Resources 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 privacy rights; (f) use the Developer Resources to access or gather private information about individual End Users, Customers, or their end users, including their locations; (g) interfere with or disrupt the integrity or performance of the Platform, the Developer Resources, or the Marketplace, including by disrupting the ability of any other person to use or enjoy the Platform, the Developer Resources, or the Marketplace, or attempt to gain unauthorized access to the Platform, the Developer Resources, or the Marketplace or related systems or networks; or (h) remove or alter any proprietary notices or marks on the Developer Resources.

  7. Webflow API Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls and use of the Webflow API (“Rate Limits”), or otherwise use the Webflow API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement. If you exceed or Webflow reasonably believes that you have attempted to circumvent Rate Limits, controls to limit use of the Webflow API, or the terms and conditions of this Agreement, then your ability to use the Webflow API or Platform (including the Marketplace) may be temporarily suspended or permanently blocked. Webflow may monitor your use of the Webflow API to improve the Webflow API and to ensure your compliance with this Agreement.

  8. Collection, Protection, and Storage of Personal Data. If your Application 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 data protection laws. You must also maintain a privacy policy for your Application and prominently display or provide a link to it wherever users download or access your Application. 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 Application 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 Application’s privacy policy or usage agreement that impact or may impact End Users, Customers or their end users.

  9. Security. You will maintain the security of the Webflow API and will not make available to a third party, any token, key, password or other login credentials to the Webflow API. You will use industry standard security measures to prevent unauthorized access or use of any of the features and functionality of the Webflow API, including access by viruses, worms, or any other harmful code or material. Additionally, you will keep the Developer Resources (including, where applicable, Personal Data) confidential and secure from unauthorized access by using industry-standard organizational and technical safeguards for such data, and with no less care than you use in connection with securing similar data you store. If you know of or suspect any breach of security or potential vulnerability related to the Webflow API, the Developer Resources, the Marketplace, or Personal Data you will: (i) immediately notify Webflow’s security team at security@webflow.com, Webflow’s developer relations team at developer@webflow.com, and cooperate with investigations; (ii) assist with any required notices; (iii) preserve all evidence related to the known or suspected breach; (iv) provide Webflow reasonable advance notice prior to any public statement regarding the known or suspected breach; (v) provide any information reasonably requested by Webflow; and (vi) promptly remedy such breach or potential vulnerability.

  10. Compliance Audit. Webflow, or a third-party agent subject to obligations of confidentiality, shall be entitled to inspect and audit any records or activity related to your access to the Webflow API and the Marketplace, and for the purpose of verifying compliance with this Agreement. Webflow may exercise its audit right at any time upon reasonable notice. You will provide your full cooperation and assistance with such an audit and provide access to all records, logs, Content, and any other related information in your possession or control, applicable agreements and records. Without limiting the generality of the foregoing, as part of the audit, Webflow may request, and you agree to provide, a written report, signed by an authorized representative, listing your then-current deployment of your Application and the Webflow API.

6. CONFIDENTIALITY; PROPRIETARY RIGHTS

  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 Developer Resources, and non-public information regarding the features, functionality, and performance of the Marketplace and Platform; and (ii) Confidential Information of Developer includes, without limitation, non-public data provided by Developer to Webflow to enable Developer’s participation in the Marketplace. 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. Developer hereby acknowledges and agrees that Webflow may terminate or suspend this Agreement and Developer’s access to the Marketplace immediately without liability to Developer upon any violation by Developer of this Section 6.1. Termination or suspension by Webflow under this Section 6.1 shall be in addition to, and not in lieu of, Webflow’s other rights and remedies. As between the parties, each party shall own and retain all right, title, and interest in and to its Confidential Information.

  2. Proprietary Rights. As between the parties, (i) Developer shall own and retain all right, title, and interest in and to any Developer Confidential Information, the Developer Marks, 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 and the Webflow Marks, (c) the Platform, the Developer Resources, the Marketplace, 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.

  3. Developer Marks. Developer grants Webflow a limited, worldwide, revocable, non-exclusive, non-transferable (except as permitted in Section 13.5), non-sublicensable, and royalty-free license to use and publicly display the Developer Marks solely in connection with the Marketplace and this Agreement.

7. UPDATES AND REMOVALS

  1. Updates. You acknowledge that Webflow may update or modify the Webflow API from time to time, and at its sole discretion (in each instance, an “Update”). You are required to implement and use the most current version of the Webflow API and to make any changes to your Application that are required as a result of such Update, at your sole cost and expense. Updates may adversely affect the manner in which your Application accesses or communicates with the Webflow API or displays Content. Your continued access or use of the Webflow API following an update or modification will constitute binding acceptance of the Update.

  2. Removals. Webflow may determine in its sole discretion to make available or list any Application through the Marketplace, or to remove any Application from the Marketplace. Webflow may stop any transaction, or take other actions as needed to restrict access to or availability of any Application that does not comply with this Agreement or that otherwise might adversely affect End Users, Customers, or any Customers’ end users..

8. SERVICE IMPROVEMENTS AND FEEDBACK

  1. Service Improvements and 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 Marketplace, the Platform, and for other related development, diagnostic and corrective purposes. Developer may choose to, but is not obligated to, submit Feedback to Webflow. Developer agrees that for any Feedback it provides, Developer 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. Developer 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.

9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

  1. THE MARKETPLACE, THE PLATFORM, AND ALL DEVELOPER RESOURCES 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.

  2. YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE MARKETPLACE, THE PLATFORM, OR ALL DEVELOPER RESOURCES IS TO STOP UTILIZING THE MARKETPLACE, THE PLATFORM, OR RELATED SERVICES.

  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 DEVELOPER RESOURCES; (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 DEVELOPER RESOURCES (INCLUDING INFRINGEMENT CAUSED BY THIRD-PARTY FRAUD, MALFEASANCE, OR EXPLOITATION OF TECHNICAL ERRORS IN THE DEVELOPER RESOURCES); (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 DEVELOPER RESOURCES; (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 DEVELOPER RESOURCES 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.

  4. IN NO EVENT SHALL WE 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 DEVELOPER RESOURCES.

  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.

  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.

  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.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Webflow (including its Affiliates and its and their members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any actions, claims, demands, proceedings, losses, liabilities, judgments, awards, penalties, fines, and all related costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Losses”), arising from or relating to (a) your Application(s), (b) your relationships or interactions with any End Users or third party distributors of your Application(s); (c) your use of the Platform, Developer Resources, the Marketplace, and all Webflow Intellectual Property; (d) your violation or breach of this Agreement or any obligations, representations, or warranties under this Agreement; (e) your violation or breach of any Applicable Laws, rules, or regulations or the rights, including Intellectual Property rights or privacy rights, of any third party; or (f) any claims from or by tax authorities in any country in relation to your use of the Platform, Developer Resources, the Marketplace, and all Webflow intellectual property, and other operations for which Webflow may be held jointly and severally liable. Webflow may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Webflow’s prior written consent (not to be unreasonably withheld).

11. 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 Developer Resources or 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 Webflow API. Upon termination of this Agreement, (a) all rights and licenses granted herein immediately expire and you must cease use of the Developer Resources; and (b) you shall permanently delete all copies of the Developer Resources in all forms and types of media, and copies thereof, in your possession, unless prohibited by law or judicial order. 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.

12. MISCELLANEOUS

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

  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.

  3. Export Restrictions. You may not agree to this Agreement if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. By agreeing to the Agreement, you represent and warrant that you (i) are not located or residing in any country or territory subject to comprehensive US sanctions (currently Cuba, Crimea, Iran, North Korea, Donetsk People’s Republic, Luhansk People’s Republic, and Syria); (ii) are not listed on any United States list of prohibited or restricted parties, such as OFAC’s Specially Designated Nationals and Persons List, or otherwise subject to US sanctions that would prohibit your access to or use of the Platform; and (iii) shall not use or allow access by any of your customers or potential customers (if applicable) to the Platform in any manner that may cause Webflow to violate US export controls and sanctions. We reserve the right to restrict or block your access, or access by any of your customers or users, to the Platform or Developer Resources and/or to terminate this Agreement at any time without notice if we determine, at our sole discretion, that such access may cause a violation or create unacceptable risk to us under export controls or sanctions.

  4. Fees. Webflow reserves the right to begin charging or to change the fees it charges for access to or use of the Developer Resources on thirty (30) days’ written notice (including by updating its website).

  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.

  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.

  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.

  8. Entire agreement/severability. 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. 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. No waiver. Any failure by Webflow to enforce or exercise any provisions of this Agreement shall not constitute a waiver of that right or provision. Webflow’s failure to act with respect to a breach by you or others does not waive its rights to act with respect to subsequent or similar breaches.

  10. Attorneys’ and accountants’ fees; Remedies. In any action to enforce this Agreement, the prevailing party shall be entitled to attorneys’ and accountants’ fees and costs. Developer agrees that Webflow’s remedy at law for any actual or threatened breach of this Agreement would be inadequate and that Webflow shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that Webflow may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys’ fees. No right or remedy of Webflow shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys’ fees, and expenses. No instance of waiver by Webflow of its rights or remedies under this Agreement shall imply any obligation to grant any similar, future, or other waiver.