Webflow Evaluation Terms & Conditions

1. EVALUATION

Subject to these Evaluation Terms and Conditions and the relevant Order Form between the parties (collectively, the “Agreement”), Evaluator may access and use one or various of Webflow’s Enterprise level products, which may include, by way of example only, Webflow Enterprise, Optimize, Analyze, and/or Localization (as applicable, the “Offerings”) solely to evaluate and test the Offerings during the Evaluation Period set forth below (the “Evaluation”). Evaluator may invite, authorize, or otherwise allow other individuals to access the Offerings as part of the Evaluation (e.g., Evaluator’s employees, contractors, clients, and third-party service providers) (each, an “Authorized User”), provided Evaluator is solely responsible and remains liable for its Authorized Users’ compliance with this Agreement.

2. EVALUATION PERIOD; TERMINATION

The Evaluation will commence when Webflow provisions Evaluator with access to the Offerings and will continue in effect for the Evaluation Period specified in the applicable Order Form between the parties (if none is specified, then for fourteen (14) days), unless extended by written mutual agreement. Either party may terminate this Agreement without penalty upon three (3) business days’ notice. Webflow may immediately terminate the Agreement without penalty if it reasonably believes Evaluator has materially breached any provision herein. Upon any expiration or termination of this Agreement, Evaluator (and all Authorized Users) shall discontinue all use of the Offerings and (as applicable) delete (or, on request, return) all license keys, access keys and any copies of the Offerings. The parties agree any provisions of this Agreement which by their nature should survive termination or expiration of this Agreement shall survive termination.

3. RESTRICTIONS

Evaluator must use the Offerings in compliance with all applicable laws, regulations, and the usage guidelines and standard technical documentation for the Offerings available at https://help.webflow.com/hc/en-us. Evaluator agrees not to (a) reverse engineer, decompile, disassemble, or otherwise seek to gain unauthorized access to the Offerings, any source code, or non-public APIs; (b) modify, translate, or create derivative works based on the Offerings; (c) rent, lease, sell, distribute or sublicense its right granted herein; or (d) use the Offerings to try to develop any product or service similar or competitive to the Offerings. Evaluator is solely responsible for obtaining (and maintaining the security of) any equipment and technology necessary for it to perform the Evaluation (e.g., modems, servers, etc.).

4. OWNERSHIP

Webflow owns all right, title, and interest, including all intellectual property rights, in and to the Offerings, including any improvements, modifications, and enhancements to it. Except for those rights expressly granted in this Agreement to Evaluator, no other rights are granted, either express or implied, as part of the Evaluation. Evaluator owns all right, title, and interest, including all intellectual property rights, in and to its Evaluator Data. “Evaluator Data” means any content (including text, images, illustrations, charts, tables and other materials) Evaluator uploads or supplies to the Offerings.

5. FEEDBACK

To the extent Evaluator or any Authorized Users provide Webflow with any suggestions or other feedback regarding the Offerings or the Evaluation that is non-confidential in nature (collectively, “Feedback”), Evaluator hereby grants Webflow an irrevocable license to use such Feedback without restriction or obligation.

6. CONFIDENTIALITY; PRIVACY; SECURITY

Notwithstanding any nondisclosure or other confidentiality agreement entered into between the parties, both parties agree to maintain the confidentiality of and not disclose to any third party: (a) the terms of this Agreement, (b) any non-public information disclosed by either party under this Agreement, and (c) any Feedback, performance data of the Offerings, or other information Evaluator obtains through its evaluation of the Offerings.

To the extent Evaluator’s use of the Offerings requires the processing of any information that identifies or could be used to identify a natural person contemplated under applicable data protection laws (“Personal Information”), the parties agree Webflow’s Data Processing Addendum (“DPA”), which is incorporated by reference into the Agreement, shall govern such processing. Solely as applicable, both parties shall jointly comply with any regulatory requests or audits from government entities and regulatory bodies to process Data Subject Access Requests.

Webflow agrees to make the Offerings available using commercially reasonable and industry-standard administrative, technical, and physical safeguards designed to ensure the security, privacy, and confidentiality of Evaluator Data.  

7. THIRD-PARTY PRODUCTS

Evaluator acknowledges and agrees that if it uses any Third-Party Products during the Evaluation, it does so at its own risk. As used herein, “Third-Party Products” means any third-party apps, add-ons, integrations, or other products or services that are designed to interoperate with the Offerings, including but not limited to offerings made available by third parties via the Webflow Marketplace (“Third-Party Products”). Specifically, Evaluator acknowledges and agrees that (1) its use of any Third-Party Product is subject to its agreement(s) with the applicable third-party provider, and not this Agreement; (2) Webflow does not endorse, is not responsible or liable for, and makes no representations or warranties as to any aspect of any Third-Party Products, including, without limitation, the manner in which they handle Evaluator’s data; (3) Webflow is not liable for any damage or loss caused or allegedly caused to Evaluator by any such Third-Party Products or its reliance on the privacy practices, data security processes, or other policies relating to the Third-Party Products; and (4) by enabling or otherwise using a Third-Party Product as part of the Evaluation, Evaluator expressly consents to Webflow sharing Evaluator Data and/or related data with the applicable provider as is necessary for Evaluator to use the Offerings as intended with such Third-Party Product.

8. WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE OFFERINGS ARE PROVIDED “AS IS” FOR LIMITED EVALUATION AND TESTING PURPOSES ONLY. WEBFLOW MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. EVALUATOR ACKNOWLEDGES THAT ANY EVALUATOR DATA AND ANY CONFIGURATIONS OR CUSTOMIZATIONS MADE TO THE OFFERINGS WILL BE DELETED AT THE END OF THE EVALUATION PERIOD UNLESS OTHERWISE AGREED TO BY WEBFLOW.

9. LIMITATION OF LIABILITY

IN NO EVENT WILL (1) WEBFLOW’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (i) THE AMOUNTS ACTUALLY DUE AND PAID BY EVALUATOR OR (ii) $100; AND (2) WEBFLOW HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

10. MISCELLANEOUS

This Agreement will be governed by the laws of the State of California without reference to conflict of law principles. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Neither party may assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other party. This Agreement is the complete and exclusive agreement and understanding between the parties relating to the Evaluation and subject matter hereof. No waiver or modification of this Agreement will be valid unless in writing signed by each party. The terms of any other document that conflicts with, or in any way purports to amend, any of the terms of this Agreement are hereby specifically objected to and will be of no force or effect.