These data are based on a complete Verified review of this contract using AI and real contract experts. This contract and thousands of other contracts are monitored for changes and updated regularly in TermScout's Contract Market Database™.
IN THE TOP 16%
0
DEAL BREAKERS
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Please note that this report focuses on the identification of terms from the contract documents listed under 'Scope of Review' and compares them against a defined set of criteria. Certain services may be subject to additional terms not available to TermScout, such as purchase orders and other deal-specific documents. You should always review the terms associated with the specific service you are using and know that TermScout's ratings generally do not cover (a) services purchased through a reseller, (b) offline variants of any of the Agreements, (c) service-specific terms that override any of the terms discussed here, or (d) free services. You also should consult your legal counsel if you have any questions about the meaning, significance or assessment of any agreement or provision.
TermScout prepared this report with an average use-case customer in mind and operated under the assumptions listed below (the "Key Assumptions"). To the extent that provisions in a contract vary based on specific circumstances that differ from the Key Assumptions, TermScout ignores those variations. Additional contract-level assumptions, if any, are disclosed in 'Notes to Customer'.
Key Assumptions
We reviewed the MSA for Webflow and any documents specifically listed under 'Scope of Review'. For purposes of this report, "Customer" means the party contracting with Webflow and "Vendor" means Webflow.
References herein to the "Agreement" are to the following documents:
TermScout did not review any documents other than those listed above. If other documents form part of this Agreement, the answers provided by TermScout may be incomplete or incorrect. TermScout's accuracy commitments only cover documents specifically identified in this section.
TermScout is designed to help you understand the risks associated with the Master Subscription Agreement ("MSA") for (Webflow, Inc.). We looked at the issues listed in the rating and did not look for any other issues in the MSA.
In order to qualify for Certification, a contract must meet the following criteria:
The difference between certified Balanced and certified Customer Favorable is the TermScout favorability rating achieved by the contract. Each of these criteria is more fully described below.
A contract is balanced when it allocates risks between the parties in a roughly equal manner, as determined by TermScout's two-step, data-driven analysis. First, we use our proprietary AI to abstract over 750 defined data points from each contract we analyze. Then, we use an algorithm to objectively score that data. Because TermScout looks at the exact same set of data points and uses the exact same scoring algorithm in every contract analysis we conduct, you can now compare contracts on an apples-to-apples basis. (You can read more about the data points that TermScout analyzes in every IT contract) here.)
This enables us to objectively rate contracts at both the agreement level and by key topic area (e.g., limitations of liability, indemnification, warranties, etc.) and show you which contracts are vendor favorable, which are customer favorable, and which are balanced.
Not all risks are created equal. Even if a contract shifts only a single risk to the buyer, the contract still may not merit certification if that risk is material enough. Examples of these types of Deal Breakers include exclusivity, complete disclaimers of liability, etc. Accordingly, TermScout will not certify a contract if it contains any of the following Deal Breaker clauses,² which TermScout identified by reference to market data and input from prominent buy-side and sell-side legal experts from TermScout's Innovation Advisory Council:
This makes it nearly impossible for a customer to recover from a vendor, no matter what goes wrong - even if the vendor violates other provisions of the contract.
Signing non-competes means contractually promising not to engage in a certain line of business. This is something most businesses want to avoid where possible.
Agreeing not to solicit a vendor's employees, customers, or vendors sounds reasonable, but it places challenging burdens on the customer to ensure they comply. Most companies aren't willing to incur these obligations except in rare cases.
Agreeing not to procure similar services from other companies can severely hinder a company's ability to do business by limiting the scope of vendors it can work with and granted effective monopoly power to the vendor in question.
Privacy laws require companies to follow strict rules with respect to how they handle certain types of data. These laws often cover how a company's vendors use data. This clause presents major risks to a company's ability to comply with such laws.
It's extremely rare for a customer to need to assign IP rights to an IT vendor. Doing so can materially jeopardize a company's rights in its own IP.
Since most IT services today are delivered "as a service", customers often upload wide varieties of information onto vendors' servers. Confidentiality commitments are expected by most customers to ensure the vendor does not misuse such information.
This contract has been carefully reviewed by TermScout, an independent contract rating company. TermScout is not licensed to practice law and does not provide legal advice. This information is intended to be used by experienced contract professionals with the assistance of legal counsel.