Klaviyo App Directory Agreement

Updated: August 30, 2024

This App Directory Agreement (the “App Terms”), together with our Acceptable Use Policy (“AUP”) and API Terms of Use (the “API Terms”), collectively constitute a binding agreement (the “Agreement’) between Klaviyo, Inc. (“Klaviyo” or “we”, “us”) and you or the legal entity entering into this Agreement and listing an App (“Company” or “you” or “your”) in the Klaviyo App Directory.  These terms are required in order for your App to be accepted and listed in the Klaviyo App Directory. In order to benefit from distribution in the Klaviyo App Directory, you are agreeing to these terms and agreed to and accept the following: our API Terms, our AUP and our Partner Data Protection Addendum. If there is a conflict between the API Terms and these App Terms, these App Terms shall apply.

1. Definitions.

　a. “App(s)” means your independent software application, integration, connector and/or anything you create using Klaviyo’s APIs (as defined in the API Terms).

　b. “Acceptable Use Policy” or “AUP” means the then-current version of Klaviyo’s Acceptable Use Policy available at https://www.klaviyo.com/legal/acceptable-use-policy, as may be updated from time to time.

　c. “App Listing Guidelines” means the then-current version of Klaviyo’s App Guidelines available at https://developers.klaviyo.com/en/docs/klaviyo_app_listing_requirements.

　d. “Applicable Laws” means any law, regulation or other government requirements, as such applies to Klaviyo or Company.

　e. “Authorized Users” means any individual who is an employee of Company or an affiliate, partner, service provider or such other person or entity as may be authorized by Company to access the App pursuant to Company’s rights under this Agreement. 

　f. “Beta Products” shall have the meaning set forth in Section 2(j).

　g. “Brand Features” means any trademarks, trade names, service marks, logos, designs and other distinctive brand features of a party that such party provides to the other party in connection with this Agreement.

　h. “Business Partner Code of Conduct” means Klaviyo’s code containing its requirements, standards of practice and principles of conduct for all business partners and suppliers, available here. 

　i. “Company Product(s)” means collectively, your App, your platform, products and related services.

　j. “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, in writing, or in any other recorded or tangible form, that is marked or otherwise designated as confidential, as well as information that the Receiving Party knows or reasonably should know that the Disclosing Party regards as confidential, including but not limited to any customer or sale prospect information, Klaviyo Materials, business practices, software, other technical information, future product/services plans, programming/design techniques or plans, know-how, trade secrets, prospects, customers, end users, suppliers, development plans or projects and any related documents.

　k. “Company Data” means any data, information, programs (such as code or scripts), and other content provided or transmitted by Company or its Authorized Users to the Klaviyo Services, including, without limitation, personal data, including personal data of end customers and sales prospects. 

　l. “Feedback” means any comments, suggestions or feedback regarding the Klaviyo Services, Beta Products or other Klaviyo offerings, whether written or oral provided by Company to Klaviyo. 

　m. “Install(s)” means an activated integration between a Company Product and Klaviyo Services by a Klaviyo customer by enabling an App.

　n. “Klaviyo APIs” means Klaviyo’s application program interfaces that Klaviyo makes available.

　o. “Klaviyo Materials” means any and all marketing materials, technical manuals, specifications, collateral documents and/or information, that we incorporate into our products and services, whether in paper, electronic or other written form relating to the use of or describing the Klaviyo Services provided by Klaviyo for use in connection with the development of the App or in connection with this Agreement.

　p. “Klaviyo App Directory ” means collectively, Klaviyo’s in-product directory and Integrations Directory located at https://connect.klaviyo.com/integrations.

　q. “Klaviyo Developer Tools” means Klaviyo’s portal for developers currently located at https://developers.klaviyo.com/en or in-app on the developer tools dashboard.

　r. “Klaviyo’s Terms of Service” means Klaviyo’s online terms and conditions relating to the use of Klaviyo Services made available at https://www.klaviyo.com/legal/terms-of-service.

　s. “Klaviyo Services” means Klaviyo’s cloud-based platform, services and related tools made available by Klaviyo and subscribed by its customers.

　t. “OAuth”  means an open-standard authorization protocol that grants applications secure delegated access to the Klaviyo APIs.

　u. “Partner Data Protection Addendum” means the controller to controller data protection addendum made available at https://www.klaviyo.com/legal/partner-data-protection. 

　v. “Personal Data” means any information relating to an identified or identifiable individual or device, or is otherwise “personal data,” “personal information,” “personally identifiable information” and similar terms as defined by Applicable Laws

　w. “Security Standards” shall have the meaning set forth in Section 5(b).

2. App Enrollment, Acceptance and Listing.

　a. Eligibility and Registration. Your App is eligible to be listed in the Klaviyo App Directory if you meet all of the App Listing Guidelines and if we decide, in our good faith discretion, that the App: (i) provides a significant benefit to Klaviyo customers; (ii) protects its end users’ data; (iii) has achieved a minimum number of Installs among Klaviyo customers; and (iv) complies with our AUP and the terms and conditions of these App Terms.  To be considered for listing, Company must submit an application, affirmatively accept and acknowledge this Agreement, adhere to the App Listing Guidelines, complete any other related questionnaires, and provide any additional information as requested by Klaviyo. 

　b. Testing and Ongoing Review. As part of the review process, Company will submit the proposed App to Klaviyo for testing, review and approval prior to listing on the Klaviyo App Directory. Subject to the terms and conditions of this Agreement, you hereby grant us a non-transferable, non-exclusive, royalty-free license to internally use the Company Products solely for the purposes of: (i) testing and confirming the compatibility between the Company Products and Klaviyo Services, and (ii) ongoing review for compliance with these App Terms. Unless you and we otherwise agree in writing, in no event will we: (a) modify, enhance, translate, supplement, create derivative works from reverse engineer, or reverse compile or (b) sell, lease, transfer or sublicense the Company Products to any third party, except to the extent required for testing and review for compliance as set forth herein. Based on our findings, Klaviyo may require you to make modifications or corrections to your App(s) before final approval.  Failure to make any such corrections or modifications may result in your termination or removal from the Klaviyo App Directory.

　c. Notification and Acceptance. Following Klaviyo’s review of Company’s App, Klaviyo shall notify Company via email whether such App is accepted and qualifies to be featured in the Klaviyo App Directory. Following acceptance, and to maintain your status in the Klaviyo App Directory, you agree to: (i) regularly review the App Listing Guidelines, the Security Standards and these terms herein to maintain compliance; and (ii) ensure that the App performs to the level described in any related documentation provided by or otherwise made available by Company. 

　d. Questionnaires. Klaviyo may provide you, at any time, with questionnaires, assessments or other surveys regarding the Company Products or your App. Failure to promptly respond or complete the questionnaires, assessments or surveys may result in termination of your participation in the Klaviyo App Directory. 

　e. Conditions on Use. Company is solely responsible for development, implementation, testing,  management and support of the App and all costs associated therewith. Any use of the Klaviyo Services by Company (including access through any free account) is subject to Klaviyo’s Terms of Service. As conditions on the rights granted herein, Company agrees not to (and will not permit any third party to): (a) use or enable access to the Klaviyo Services in violation of these App Terms, the AUP, or any Klaviyo policies; (b) modify, or create any derivative works of the Klaviyo Services; (c) copy, distribute, sell, sublicense, rent or lease the Klaviyo Services or use the Klaviyo Services for hosting, service provider or like purposes; (d) publicly disseminate performance information (including uptime, response time and/or benchmarks) relating to the Klaviyo Services; (e) use the Klaviyo APIs to develop any products or services similar to or competing with the Klaviyo Services; (f) cause an unusual spike and/or circumvent any limitations on access to the Klaviyo APIs; (g) introduce and/or facilitate an attack or disruption of the Klaviyo Services any harmful code, crawling, malware, viruses or tamper with its security protocols; (h) interfere with or disrupt the Klaviyo Services, the Klaviyo APIs, and/or with any Klaviyo customer’s access to, or use of, the Klaviyo Services; (i) will not sell, resell, distribute, rent or lease the Klaviyo Services, or otherwise commercialize the Klaviyo Services except as integrated within your App; or (j) use any data from the Klaviyo Services in any advertisements or for purposes of targeting advertisements without the prior consent of the applicable mutual Klaviyo customer. For the avoidance of doubt, this Agreement does not grant Company the right to use the Klaviyo Services directly. 

　f. App Support and Maintenance. Company shall be solely responsible for ongoing customer support, development and implementing any updates to the App. For the avoidance of doubt, Klaviyo is not and shall not be held liable for any faults, harm or other liabilities arising out of or in connection with the App. Company acknowledges and agrees that the Klaviyo APIs may evolve and change over time. Klaviyo reserves the right to modify or delete any of the Klaviyo APIs or cease to offer support for any of its API versions. Company shall be solely responsible for any costs or expenses incurred as it relates to such changes or modifications to ensure the App can continue to be listed in the Klaviyo App Directory. 

　g. Suspension. Klaviyo may suspend Company from the Klaviyo App Directory if Klaviyo, in its reasonable discretion, determines: (a) any actions by Company or issue arising from the Company Products has or may threaten the security, integrity, or availability of the Klaviyo Services; (b) any information regarding and/or detailing the functionality as it relates to the App, provided by Company is untrue, inaccurate, incomplete or not current; or (c) any violation of the terms and conditions of these App Terms. 

　h. No Fees. No fees, commissions or other payments will be due and payable under this Agreement. Each party is responsible for its own costs and expenses related to these App Terms and their respective products and services. 

　i. Beta APIs or Products. Company may receive access to certain APIs or other features of the Klaviyo Services on a free or trial basis, or as an alpha, beta or early access offering (“Beta Products”). Use of Beta Products is subject to this Agreement and any additional terms as specified by Klaviyo, such as the applicable scope and term of use. At any time, Klaviyo may terminate or modify Company’s use of (including applicable terms) Beta Products, without liability to Company. For modifications to Beta Products, Company must accept those modifications to continue accessing or using the Beta Products. For the avoidance of doubt, Beta Products may be inoperable, incomplete or include errors or features that Klaviyo may never release, and their features and performance information are Klaviyo’s Confidential Information. Notwithstanding anything else in this Agreement, to the maximum extent permitted by Applicable Laws, Klaviyo provides no warranty, indemnity, service level agreement or support for Beta Products and its maximum liability for Beta Products is limited to one hundred dollars ($100). 

　j. Feedback. In the event that Company or its Authorized Users provides Klaviyo any Feedback, Klaviyo, in its sole discretion, shall be entitled to use such Feedback without restriction or obligation. Such Feedback will not be treated as confidential to Company. Company hereby grants Klaviyo, on behalf of itself and its Authorized Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into the Klaviyo Services. 

3. Intellectual Property Rights and Ownership.

　a. Brand Features. Subject to the terms and conditions set forth in this Agreement and solely for the purposes hereof, each party grants to the other party a non-exclusive, revocable, non-transferable license, without right of sublicense, to use the Brand Features to perform its obligations under this Agreement. The use of all Brand Features, including placement and sizing, shall be subject to such party’s then-current trademark use guidelines made available to the other party. Except for the right to use the Brand Features as set forth above, nothing contained in this Agreement shall be construed to grant to the licensee any right, title or interest in or to the Brand Features, and all right, title, and interest in and to the Brand Features shall be retained by such party. Any additional goodwill associated with the Brand Features created as a result of this Agreement and through the licensee party’s use will insure solely to the benefit of the licensor party.

　b. Ownership. As between the parties, each party retains all right, title, and interest in and to (a) its respective Brand Features, (b) its respective Company Products or Klaviyo Services, as applicable, and (c) all intellectual property rights related to any of the foregoing. There are no implied licenses under this Agreement.

　c. Marketing. Company agrees that Klaviyo may refer to Company by name, logo and trademark in Klaviyo’s marketing materials and in the Klaviyo App Directory. 

4. Confidential Information.

　a. Confidentiality. During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with Confidential Information. Each party shall maintain in confidence all Confidential Information disclosed to it by the other party and agree not to disclose or otherwise make such Confidential Information available to any third party except as expressly authorized by this Agreement and shall not use such Confidential Information for any purpose outside the scope of this Agreement. The Receiving Party shall not disclose any Confidential Information to any third party, other than to its and its affiliates’ directors, officers, employees, agents and representatives (collectively, “Representatives”) who are required to have such information in connection with the scope of this Agreement and who are under confidentiality obligations no less protective of the Confidential Information that as set forth herein. Each party shall use at least the same standard of care as it uses to protect its own confidential information of a similar nature (and in no event less than a commercially reasonable care) to ensure that such Representatives do not disclose or make any unauthorized use of such Confidential Information. The Receiving Party shall be responsible for any breach by any of its Representatives of any provision hereof. Each party shall promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Notwithstanding any other provision in this Agreement to the contrary, the obligations set forth in this Section 4 shall survive any termination or expiration of this Agreement for a period of three (3) years thereafter; provided that the Receiving Party shall safeguard all Confidential Information that is a trade secret as required by this Agreement in perpetuity or for so long as such information remains a trade secret under Applicable Laws. 

　b. Exceptions. The obligations of confidentiality contained in Section 4 shall not apply to the extent that it can be established by the Receiving Party by competent proof that such Confidential Information: (a) was already known to the Receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the Disclosing Party; (b) was generally available to the public or was otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) became generally available to the public or otherwise became part of the public domain after its disclosure, other than through any act or omission of the Receiving Party in breach of this Agreement; (d) was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation not to disclose such information to others; or (e) was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information, as proven by clear and convincing evidence.

　c. Authorized Disclosure. Notwithstanding any provision to the contrary herein, the Receiving Party may disclose Confidential Information to the extent required by law or any governmental authority, provided, that, such Receiving Party shall to the extent practicable use commercially reasonable efforts to assist the Disclosing Party in securing confidential treatment of such Confidential Information required to be disclosed. Prior to disclosing any Confidential Information under this Section 4, if legally permissible the Receiving Party shall take reasonable steps to give the Disclosing Party sufficient notice of the disclosure request and provide reasonable assistance to contest the disclosure request.

　d. Securities Law Compliance. Company hereby acknowledges that it understands that: (a) Confidential Information may contain or constitute material nonpublic information concerning Klaviyo and its affiliates; and (b) trading in Klaviyo’s securities while in possession of material nonpublic information or communicating that information to any other person who trades in such securities could subject you to liability under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder.  Company agrees that it will not trade in Klaviyo’s securities while in possession of material nonpublic information or at all until Company can do so in compliance with all applicable laws and without breach of this Agreement.  For purposes of this Section 4, you include any and all of your personnel, employees, agents, and consultants.

5. Privacy and Security.

　a. Data Privacy. The parties will provide all notices and obtain all required consents under Applicable Laws in connection with its respective collection, use, and sharing of any Personal Data in accordance with the purpose so authorized and in connection with its respective services and with this Agreement, as applicable, including those related to marketing and data privacy. The parties agree and represent that each are independent “Controllers” of such Personal Data, as such term, or similar term is defined by Applicable Law and shall comply with Applicable Law as such applies to the Personal Data under this Agreement.  The parties will collect, use, process and disclose Personal Data in accordance with Applicable Laws and Partner Data Protection Addendum.  Furthermore, the parties represent and warrant that: (i) to the extent any Personal Data is transferred between the parties, that it has the appropriate authority or permission to transfer such Personal Data; (ii) it will respond to enquiries from data subjects and any authorities concerning the Personal Data timely and as required by Applicable Law; and (iii) it shall promptly notify the other party if it becomes aware of or reasonably believes in good faith that the transfer or processing of Personal Data under this Agreement is prohibited by Applicable Law.     

　b. Security. To ensure the security and integrity of any Apps listed in the Klaviyo App Directory, You must comply with the following security requirements available here (the “Security Standards”) in addition to the requirements as set forth in the Partner Data Protection Addendum. Failure to adhere to these requirements will result in denial or removal of the App from the Klaviyo App Directory. All Apps submitted for review to be listed must conform to the Security Standards. You will always use and have in place, appropriate administrative, physical, and technical safeguards that: (a) meet or exceed industry standards with respect to the sensitivity and nature of the data you are accessing or providing; (b) are compliant with applicable laws and regulations (including data security and privacy laws and regulations), and (c) are designed to prevent unauthorized access, use, processing, storage, destruction, loss, alteration, disclosure of Personal Data and Company Data. You will keep all credentials that we issue to you confidential and not make them publicly available or disclose them to third-parties. You will work with us to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruders. If your App experiences a security deficiency or intrusion, you will coordinate with us on any public statements (e.g. press, blog posts, social media, etc.) before publishing them.

　c. Deletion. You must promptly delete any and all data collected with the consent of an end user of your App, including all tokens, in accordance with Applicable Laws, upon the request of that user, or if that user closes their account with you. 

6. Indemnification.

　a. By Klaviyo. Klaviyo will defend at its expense any suit brought against Company and will pay any settlement Klaviyo makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging the Klaviyo Brand Features, in the absence of any modifications by Company thereto, infringes or misappropriate any trademark of any third party.

　b. By Company. Company will indemnify, defend, and hold Klaviyo, its officers, directors, affiliates, subsidiaries, licensors, agents and employees (each a “Klaviyo Party”), harmless from and against any third party claim, suit, action or proceeding (each, a “Claim”) liabilities, losses, damages, costs, fees, and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs arising out of or relating to: (a) Company’s noncompliance with or breach of this Agreement; (b) use of the Company Products; (c) our use of the Company Brand Features; or (d) any claim that the Company Products infringes or misappropriate any intellectual property rights of any third party.

　c. Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

7. Disclaimers; Limitation of Liability.

　a. Disclaimer of Warranties. KLAVIYO MAKES NO REPRESENTATIONS AND WARRANTIES REGARDING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE KLAVIYO SERVICES, WHICH ARE PROVIDED AS-IS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAWS, INCLUDING WITH RESPECT TO ERROR-FREE OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH RESPECT TO OTHER PRODUCTS OR SERVICES PROVIDED TO COMPANY BY KLAVIYO.

　b. No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND EXCEPT IN CONNECTION WITH BREACHES OF CONFIDENTIALITY AND EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL KLAVIYO, ITS SUCCESSORS OR ASSIGNS, BE LIABLE TO COMPANY UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA) ARISING OUT OF THIS AGREEMENT. 

　c. Limitation of Liability. NOTWITHSTANDING THE OTHER TERMS IN THIS AGREEMENT, IN NO EVENT SHALL KLAVIYO’S TOTAL LIABILITY ARISING OUT OF ANY CLAIM OR CAUSE UNDER THIS AGREEMENT EXCEED $5,000.

8. Representations and Warranties.

　a. Mutual Representations and Warranties. Each party represents and warrants that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; and (b) the execution of this Agreement and the performance of its obligations hereunder does not and will not conflict with or result in a breach of any other agreement to which it is a party or is otherwise bound.

　b. Company Representations and Warranties. Company represents and warrants that: (i) it has the full right, power and authority to grant all the licenses and rights to the App and otherwise in connection to this Agreement, and their use will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any Applicable Laws; (ii) it will be solely responsible for all acts, omissions, and activities of any representatives including statements and representations regarding Klaviyo Services and compliance with the terms of this Agreement; and (iii) all information Company provides to Klaviyo (including any descriptions of the App) will be true, accurate and complete.

9. Term and Termination.

　a. Term. The term of this Agreement shall be one (1) year from the Effective Date unless terminated earlier in accordance with the provisions of this Section 9. This Agreement shall renew automatically for additional one (1) year terms unless one party provides the other written notice no later than thirty (30) days prior to the expiration of the then-current term of the Agreement of its intention to allow the Agreement to expire at the end of such term.

　b. Termination. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. In addition, Klaviyo may terminate this Agreement for convenience upon thirty (30) days’ prior written notice. Either party may terminate this Agreement immediately with prior written notice in the event that the other party becomes the subject of a petition in bankruptcy, or any other proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors.

　c. Effect of Termination. Upon any termination or expiration of this Agreement, for any reason, Company shall: (a) immediately cease all use of any Klaviyo Brand Features and Klaviyo Materials, (b) each party shall comply with the obligations to return or destroy all Confidential Information of the other, as set forth in Section 9, and (c) all rights and obligations of both parties, including all licenses granted hereunder shall terminate immediately.

10. General.

　a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted here and shall be effective thirty (30) days after it is posted. PLEASE REGULARLY CHECK KLAVIYO’S WEBSITE TO VIEW THE THEN-CURRENT TERMS. All notices regarding amendments or modifications to this Agreement shall be provided via email to the email addresses designated by the Company. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after the modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

　b. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.

　c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

　d. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

　e. Compliance with Applicable Laws.  You shall comply with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Klaviyo Services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury.  You will not directly or indirectly export, re-export, or transfer the Klaviyo Services to prohibited countries or individuals or permit use of the Klaviyo Services by prohibited countries or individuals.

　f. Independent Development. Klaviyo works with many developers and nothing in this Agreement limits Klaviyo’s right to develop or acquire, or to permit others to develop or acquire, any products, technology or services, even if they are similar to or compete with the Apps.

　g. Subcontracting. Company shall not subcontract any of its obligations under this Agreement. 

　h. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

　i. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. To Klaviyo, Inc.: Klaviyo, Inc., 125 Summer Street, Boston, MA 02110 Attention: General Counsel with a copy to legal@klaviyo.com To you: your address as provided in our account information for you.  We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

　j. Entire Agreement.  The Agreement, as well as the Partner Data Protection Addendum and API Terms which are incorporated herein by reference, constitute and contain the exclusive understanding and agreement of the parties and supersedes all prior discussions, whether oral or written, between the parties respecting the subject matter thereof. 

　k. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

　l. 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.

　m. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

　n. Survival. The following provisions shall survive any expiration or termination of this Agreement: Sections 1 (Definitions), 3 (Intellectual Property Rights and Ownership), 4 (Confidential Information), 5 (Privacy and Security), 6 (Indemnification), 7 (Disclaimers; Limitation of Liability), 8 (Representations and Warranties), 9(c) (Effect of Termination), 10 (General).