Klaviyo Beta Terms
PLEASE READ THESE BETA TERMS (“AGREEMENT”) CAREFULLY. THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICE (DEFINED IN SECTION 1 BELOW). BY CLICKING ON THE “GET STARTED” BUTTON OR ACCESSING OR USING ANY OF THE SERVICE, YOU ARE AGREEING TO THIS AGREEMENT, WHICH WILL RESULT IN A LEGAL AGREEMENT BETWEEN YOU AND KLAVIYO, INC. (“KLAVIYO”). YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH KLAVIYO, (3) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR SIGN-UP FOR THE SERVICE IS ACCURATE AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED, AND TO BIND THAT COMPANY TO THE AGREEMENT. THE TERM “YOU” OR “CUSTOMER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU DO NOT HAVE SUCH AUTHORITY OR ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH KLAVIYO, YOU MAY NOT ACCESS OR USE THE SERVICE.
KLAVIYO MAY AMEND THE AGREEMENT FROM TIME TO TIME DUE TO CHANGES TO THE SERVICE, TO ACCOUNT FOR DEVELOPMENTS UNDER THE LAW, OR FOR ANY OTHER REASON. WHEN MATERIAL MODIFICATIONS ARE MADE, KLAVIYO MAY (AND WHERE REQUIRED BY LAW, WILL) SEND AN EMAIL TO YOU AT THE LAST EMAIL ADDRESS YOU PROVIDED TO US PURSUANT TO THE AGREEMENT TO PROVIDE AN UPDATED COPY OF THE AGREEMENT. KLAVIYO MAY REQUIRE YOU TO PROVIDE CONSENT TO THE UPDATED AGREEMENT IN A SPECIFIED MANNER BEFORE FURTHER USE OF THE SERVICES IS PERMITTED. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE. OTHERWISE, YOUR CONTINUED USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGE(S).
1. Access. Subject to the terms and conditions of this Agreement, Klaviyo grants to Customer, for the Beta Period identified below, a limited non-exclusive, non-transferable, revocable right to access and use the beta version of the service made available by Klaviyo to Customer (“Service”) solely for the purpose of Customer’s evaluation of the Service. The Service may not be used or accessed outside of the United States, and no personal data from data subjects outside of the United Stated may be provided, stored or transmitted to the Service.
2. Aggregated Data. Klaviyo may collect and derive aggregated data from data or content provided or transmitted to the Service which does not identify any third-party entity or any natural persons, and use and disclose such aggregated data for Klaviyo’s legitimate business purposes, which may include but is not limited to Services improvement, service and product development, research and marketing.
3. Termination. The rights granted hereunder terminate when Klaviyo notifies Customer that the beta use period has concluded (“Beta Period”). Additionally, either party may terminate this Agreement upon written notice to the other party at any time. Upon the expiration or termination of this Agreement for any reason or if Klaviyo discontinues the Service, Customer shall: (a) immediately discontinue all access to and use of the Service; and (b) promptly return to Klaviyo copies of all Klaviyo Confidential Information in Customer’s possession or control at that time. Klaviyo shall be relieved of any and all obligations regarding the Service as of the date of expiration or termination of this Agreement or its discontinuance of the Service. Sections 2 through 12 shall survive termination of this Agreement.
4. Fees. In the event Klaviyo charges for the Service, in consideration for the Service, Customer will pay to Klaviyo the fees set forth in the “Account” section of Customer’s account in the Service or as otherwise provided to Customer in writing (email being sufficient) (“Fees”) in accordance with the billing cycle set forth therein. Klaviyo may withhold performance and suspend or discontinue the Service until all amounts due are paid in full. In the event of a temporary suspension of Customer’s access to the Service, applicable Fees will continue to accrue. Klaviyo will provide Customer fourteen (14) days advance notice for any increase in fees. Any increases to the Fees shall apply at the beginning of Customer’s next billing period. Customer’s continued use of the Service after a Fee increase will constitute Customer’s agreement to the increase in Fees.
Klaviyo will charge Customer the Fees in advance for each billing period on or after the first day of such billing period. All Fees are due and payable in US Dollars and are non-refundable. If Customer is paying by credit card or eCheck, (a) Customer hereby irrevocably authorizes Klaviyo to charge the credit card or other payment method provided for any such amounts when due, (b) amounts due will be automatically charged, (c) if Customer’s credit card is declined, Klaviyo will attempt to reach out to Customer for a new payment method, and (d) if Customer’s credit card expires, Customer hereby gives Klaviyo permission to submit the credit card charge with a later expiration date. If Klaviyo fails to resolve an issue with Customer resulting from a credit card decline or expiration, Klaviyo may terminate the Beta Period due to non-payment. Customer agrees to notify Klaviyo of all billing disputes within 14 days of delivery of the billing statement or invoice, and disputes not made within that time are waived. Late payments, including those from credit card declines, will accrue interest at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower. If Klaviyo must initiate a collections process to recover Fees due and payable hereunder, Klaviyo may recover from Customer all costs associated with such efforts, including but not limited to reasonable attorneys’ fees.
The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Klaviyo’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees and the delivery of the Service. If Klaviyo charges any of the aforementioned taxes, they are calculated using tax rates that apply based on the billing address provided by Customer, are in addition to the Fees and will be billed to Customer’s authorized payment method. If Customer is exempt from payment of any such taxes, Customer must provide Klaviyo with evidence of exemption. If Customer is not charged any of the aforementioned taxes by Klaviyo, Customer is responsible for determining if taxes are payable, and self-remitting such taxes to the appropriate tax authorities. Customer will make all payments of Fees to Klaviyo free and clear of, and without reduction for, any withholding taxes, which will be Customer’s sole responsibility.
5. Proprietary Rights; Confidentiality; Restrictions. Customer acknowledges and agrees that all right, title, and interest in and to the Service and any documentation provided therewith, and all worldwide intellectual property rights therein and associated therewith, are the exclusive property of Klaviyo and its licensors. Customer’s rights in the Service will be limited to those expressly granted in Section 1, and all rights in and to the Service not expressly granted to Customer in this Agreement are reserved by Klaviyo and its licensors. Customer acknowledges that the Service contains confidential information and trade secrets of Klaviyo. Customer will not: copy, distribute, sell, sublicense or otherwise transfer or make available the Service or any portion thereof to any third party; remove from view any copyright legend, trademark or confidentiality notice appearing on the Service or Service output; modify, adapt, translate, reverse engineer, decompile or derive the source code for the Service (except to the extent expressly permitted by applicable law); attempt to gain unauthorized access to, or disrupt the integrity, performance or security of the Service or the data contained therein; use the Service in violation of Klaviyo’s Acceptable Use Policy; or authorize a third party to do any of the foregoing.
Customer will not use the Service or any documentation provided therewith for any purpose other than Customer’s evaluation and the provision of feedback to Klaviyo, and agrees not to disclose to any third party without the prior written approval of Klaviyo, the Service, its features, feedback (as defined in Section 9), related technical information or the results of any performance or functional evaluation of the Service (the “Confidential Information”). Customer will use no less than all reasonable efforts to protect the Confidential Information from unauthorized use, access or disclosure. Customer may disclose Confidential Information only to those of its employees who have a bona fide need to know such information for Customer’s evaluation of the Service and who have first executed a written agreement that contains use and nondisclosure restrictions at least as protective as those set forth herein. Customer will immediately report any violation of this provision to Klaviyo and shall employ all reasonable means to mitigate any damages or losses that Klaviyo may incur as a result of any such violation.
6. Warranty. THE SERVICE IS PROVIDED “AS-IS.” KLAVIYO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE IN TRADE. KLAVIYO DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS IN THE SERVICE WILL BE CORRECTED. CUSTOMER AGREES THAT THE FAILURE OF THE SERVICE TO PERFORM IN ACCORDANCE WITH ANY SPECIFICATIONS PROVIDED SHALL NOT BE CONSIDERED A FAILURE OF THE ESSENTIAL PURPOSE OF THE SERVICE.
7. Acknowledgment of Beta Service. Customer acknowledges and agrees that: (a) the Service is not an official product and has not been commercially released for sale by Klaviyo; (b) the Service may not operate properly, be in final form or fully functional; (c) the Service may contain errors, design flaws or other problems; (d) it may not be possible to make the Service fully functional; (e) the information obtained using the Service may not be accurate and may not accurately correspond to information extracted from any other source; (f) use of the Service may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (g) Klaviyo is under no obligation to release a commercial version of the Service; (h) Klaviyo has no obligation to provide any support for the Service; and (i) Klaviyo has the right unilaterally to abandon development of the Service, at any time and without any obligation or liability to Customer. Customer acknowledges and agrees that it should not rely on the Service for any reason. Customer is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Service. Customer will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Customer’s use of the Service.
8. Limitation of Liability. EXCEPT AS OTHERWISE REQUIRED BY LAW, THE LIABILITY OF KLAVIYO AND ITS LICENSORS TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICE, OR FOR ANY ERROR OR DEFECT IN THE SERVICE, OR FOR THE PROVISION OF SUPPORT OR OTHER SERVICES IN CONNECTION THEREWITH IF ANY, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED FIFTY DOLLARS. IN NO EVENT WILL KLAVIYO OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations of liability set forth in this Agreement reflect the allocation of risk negotiated and agreed to by the parties. The parties would not enter into this Agreement without these limitations on its liability. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
9. Feedback. Customer will provide reasonable feedback to Klaviyo concerning the Service including the features and functionalities thereof. If Customer provides feedback to Klaviyo, all such feedback will be the sole and exclusive property of Klaviyo. Customer hereby irrevocably transfers and assigns to Klaviyo and agrees to irrevocably assign and transfer to Klaviyo all of Customer’s right, title, and interest in and to all feedback including all intellectual property rights therein. Customer will not earn or acquire any rights or licenses in the Service or in any Klaviyo intellectual property rights on account of this Agreement or Customer’s performance under this Agreement, even if Klaviyo incorporates any feedback into the Service.
10. Compliance with Laws. Customer agrees to comply with all applicable laws and regulations in the use of the Service.
11. Notices. Where Klaviyo requires Customer to provide an email address, Customer is responsible for providing Klaviyo with its most current email address. In the event that the last email address provided to Klaviyo is not valid, or for any reason is not capable of delivering to Customer any notices required or permitted by the Agreement, Klaviyo’s dispatch of the email containing such notice will nonetheless constitute effective notice. Customer may give notice to Klaviyo at the following email address: legal@klaviyo.com. Notice shall be deemed to have been duly given on the first business day following successful email transmission to Klaviyo.
12. General. Customer may not assign or otherwise transfer, by operation of law or otherwise, this Agreement or any of its rights under this Agreement without Klaviyo’s prior written consent, and any attempted assignment without such consent will be null and of no effect. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, communications and understandings with respect to the evaluation of the Service and shall be construed in accordance with the laws of the Commonwealth of Massachusetts (excluding its body of law controlling conflicts of law). The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Boston, Massachusetts and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default.
13. CCPA. If any “personal information” under the California Consumer Privacy Act (“CCPA”) is provided in the Service, Klaviyo will (i) act as a service provider with regard to such personal information; (ii) retain, use, and disclose such personal information solely for the purpose of performing the Service or as otherwise permitted under the CCPA; and (iii) not sell such personal information to another business or third party (notwithstanding the foregoing, disclosures to a third party in the context of a merger, acquisition, bankruptcy) and (iv) provide reasonable assistance to Customer in responding to requests from consumers pursuant to the CCPA as reasonably determined by Klaviyo. Klaviyo certifies that it understands the foregoing obligations and shall comply with them for the duration of the Agreement and for as long as Klaviyo processes such personal information.