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6.4 Surviving Provisions. Any and all provisions of this Agreement that by their express terms or nature and context are intended to survive termination or expiration of this Agreement shall survive termination or expiration of this Agreement.
<br>7. Confidentiality; Proprietary Rights; Ownership
7.1 Definition. All information disclosed by Webflow that is marked as confidential or proprietary or that You should reasonably understand to be confidential or proprietary is “Confidential Information.” Confidential Information includes, but is not limited to, non-public aspects of the Program Materials, non-public aspects of the Program; non-public aspects of the exams (including, but not limited to, the exam questions, answers, and content) and non-public technology, technical information and product plans to which You obtain access as a result of the relationship between You and Webflow under this Agreement. Confidential Information shall not include any information that: (i) is or becomes generally known to the public; (ii) was known to You before its disclosure hereunder; or (iii) is received from a third party, in each case without breach of an obligation owed to Webflow or anyone else.
7.2 Your Obligations. During and after the term of this Agreement, You shall (a) maintain Confidential Information in confidence (using at least the same measures as for Your own confidential information, and no less than reasonable care) and not divulge it to any third party and (b) only use Confidential Information to fulfill Your obligations under this Agreement. If You are compelled by law to disclose Confidential Information, You must provide Webflow with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Webflow’s cost, if Webflow wishes to contest the disclosure.
7.3 Injunctive Relief. In event of actual or threatened breach of this section, Webflow shall have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate.
7.4 Proprietary Rights. 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 Program, Program Materials, and Webflow Marks. Webflow retains all right, title and interest in its Intellectual Property, including, but not limited to, the Platform, the Program, Program Materials, and Webflow Marks including any improvements, enhancements, or modifications thereto and all Intellectual Property rights related to any of the foregoing. Any and all goodwill arising from Your use of the Webflow Marks and the Credential(s) shall inure solely to the benefit of Webflow.
<br>8. Indemnification
8.1 You agree to indemnify, defend, and hold harmless Webflow (including Webflow’s Affiliates and Webflow’s and the Affiliates’ members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any third-party 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 Your (i) use of the Webflow Credential(s), Program Materials, or Webflow Marks in violation of this Agreement, or (ii) violation or breach of this Agreement, the Program Requirements, including any obligations, representations, or warranties under this Agreement. 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).
<br>9. Disclaimer and Limitation of Liability.
9.1 WEBFLOW MAKES NO WARRANTIES THAT YOU WILL BE AWARDED ANY CREDENTIALS, THAT YOUR CREDENTIALS OR THE PROGRAM WILL BE MAINTAINED OR RENEWED, OR THAT YOUR PARTICIPATION IN THE PROGRAM WILL RESULT IN ANY MONETARY OR COMMERCIAL BENEFIT, EXPERTISE RELATED TO THE WEBFLOW SERVICES, THE SATISFACTORY PERFORMANCE OF ANY WEBFLOW SERVICES, OR OTHERWISE MEET THE REQUIREMENTS NEEDED TO ADMINISTER OR PROVIDE ANY WEBFLOW SERVICES.
9.2 WEBFLOW’S DECISIONS REGARDING THE PROGRAM, PASSING EXAM SCORES, GRADING OF EXAMS, AND THE PROVISIONING OF CREDENTIALS ARE FINAL AND ARE MADE IN WEBFLOW’S SOLE DISCRETION AND WEBFLOW WILL HAVE NO LIABILITY TO YOU FOR SUCH DECISIONS. WEBFLOW SHALL HAVE NO LIABILITY FOR THE ACTIONS OR INACTIONS OF ANY THIRD-PARTY SERVICE PROVIDERS, INCLUDING TESTING PARTNERS, USED IN CONNECTION WITH THE PROVISIONING OF THE PROGRAM, COURSES, AND EXAMS AND THE DISTRIBUTION OF THE DOCUMENTATION.
9.3 THE PROGRAM, THE PLATFORM, AND ALL PROGRAM 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.
9.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEBFLOW ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES IN THE PROGRAM, THE PLATFORM, AND ALL PROGRAM 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 PROGRAM, THE PLATFORM, AND ALL PROGRAM 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 PROGRAM, THE PLATFORM, AND ALL PROGRAM MATERIALS; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE PROGRAM; (VII) ANY ERRORS OR OMISSIONS IN THE PROGRAM, THE PLATFORM, AND ALL PROGRAM 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 PROGRAM; AND/OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
9.5 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 PROGRAM MATERIALS.
9.6 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.
9.7 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.
9.8 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.
<br>10. Privacy; Proctoring
10.1 Privacy Policy. By participating in the Program, You confirm that You have read and understood our Privacy Policy located at https://webflow.com/legal/privacy and that You consent to the collection, use, processing, and disclosure of your Personal Information (as defined in the Our Privacy Policy) and aggregated data as set forth therein. You understand that Your Personal Information will be collected, used, transferred to, and processed in the United States as part of Your participation in the Program. Our Privacy Policy is not a contract and does not form part of this Agreement. We may update our Privacy Policy from time to time as set forth in that policy.
10.2 Proctoring. This information may be used by Webflow or Our third-party Program providers for the purposes of facilitating and administering the Program and Your participation therein, including, but not limited to, processing Your Credential, exam scheduling, exam delivery, and fee processing. In order to participate in the Program, You may be required to consent to the proctoring of any course or exam by Our third-party Program provider, which may include the monitoring by a certified proctor and recording of Your webcam and computer microphone to collect recordings of Your image, the contents on Your computer screen, anything on Your desk or in the background of Your webcam, and any sounds audible during the course or exam. Any such recordings may be shared with Webflow by Our third-party Program provider and will be used solely for the purpose of ensuring the integrity of any course or exam.
10.3 Additionally, and only to the extent applicable, if an entity has purchased Your participation in the Program (e.g. Your employer), You hereby authorize Webflow to disclose your personal information and personal data, as well as information on the courses or exams You have registered for or completed, and Your Credential status, with such third party entity paying for Your participation in the Program. If Webflow terminates Your Credential or Your participation in the Program, Webflow may notify the entity that has purchased Your participation in the Program of such termination of Your Credential(s) or this Agreement. From time-to-time, third parties may contact Webflow in order to verify your Credential status, and You hereby authorize Webflow to disclose information regarding your Credential status to such third parties seeking verification. Additionally, You acknowledge that Webflow may provide third parties access to information regarding Your Credential(s) via a publicly available online search tool that is searchable using your personal information, such as, Your first and last name and/or your email address.
<br>11. Miscellaneous
11.1 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. Participant does not have any authority of any kind to bind Webflow in any respect whatsoever.
11.2 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.
11.3 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.
11.4 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. For the avoidance of doubt, Webflow’s third-party service providers may require that You agree to additional terms and conditions outside of the scope of this Agreement, and You are solely responsible for complying with any such terms and conditions.
11.5 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.
11.6 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.
11.7 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.
