Klaviyo Sponsorship Agreement

1. This Sponsorship Agreement (the “Agreement”) is made by and between Klaviyo, Inc., a Delaware corporation (“Klaviyo”) and you (“Sponsor”). Klaviyo and Sponsor may be referred to individually as a “Party” and collectively as the “Parties.” For good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:

2. PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR SPONSORSHIP. BY CLICKING ON THE “SIGN UP” BUTTON, AND COMPLETING THE REGISTRATION PROCESS, 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 REGISTRATION 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 AS THE SPONSOR, AND TO BIND THAT COMPANY TO THE AGREEMENT. THE TERM “YOU” OR “SPONSOR” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE SPONSOR WHEN YOU REGISTERED. 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 BECOME A SPONSOR.

3. License to Use Sponsor’s Marks. Sponsor hereby grants to Klaviyo a worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable, limited license to use and display Sponsor’s trademarks, service marks, logos, trade names, copyrighted content, graphic files and images (“Sponsor’s Marks“) during the Term and in connection with and for the limited purposes of (i) performing its obligations under this Sponsorship Agreement and (ii) promoting the Event. Such license shall be used in accordance with any brand guidelines provided to Klaviyo by Sponsor.

4. Term and Termination.

Term. This Agreement will begin on the Effective Date and will continue until the end of the Event (the “Term”).
Termination.
1. Cause. Either party may terminate this Agreement: (1) in the event of a material breach of the Agreement by the other party if such material breach (A) is incapable of remedy or (B) remains uncured for a period of ten (10) days following proper written notice by the non-breaching party; or (2) at any time if the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy or insolvency. For the avoidance of doubt, a party taking, omitting to take or permitting any action which will or may bring into disrepute the reputation or goodwill associated with the other party is a material breach under this Agreement.
2. Without Cause. Klaviyo may terminate this Agreement without cause not less than ten (10) days prior to the commencement date of the Event, upon written notice to Sponsor.
3. Effects of Termination. If Klaviyo terminates this Agreement pursuant to Section 5(b)(ii), Klaviyo shall return to Sponsor any unexpended amount of the Sponsorship Fee through the effective date of termination. The foregoing shall be the sole obligation of Klaviyo to Sponsor, and Sponsor’s sole and exclusive remedy with respect to Klaviyo, arising out of the Sponsorship Fee or Agreement. Upon the effective date of any termination of the Agreement: (1) each party shall immediately cease displaying any of the other party’s Marks and (2) all rights granted by one party to the other hereunder will immediately cease (except as otherwise set forth in this Agreement).

5. Confidentiality. This Agreement will remain entirely confidential, and neither party shall disclose the terms contained herein.

Sponsor Confidentiality. During the term of this Agreement and thereafter Sponsor (i) will not use or permit the use of Klaviyo’s Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, (ii) will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and (iii) will not disclose such Confidential Information to any third parties except as set forth in this section and otherwise outlined below. Sponsor will protect Klaviyo’s Confidential Information from unauthorized use, access or disclosure in the same manner as Sponsor protects its own confidential information of a similar nature, but in no event will it exercise less than reasonable care. “Confidential Information” as used in this Agreement means all information disclosed by Klaviyo to Sponsor, whether during or before the term of this Agreement, that is not generally known in Klaviyo’s trade or industry and will include, without limitation: (a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Klaviyo or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, and software source documents; (c) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; (d) existence of any business discussions, negotiations or agreements between the parties; and (e) any information regarding the skills and compensation of employees, contractors or other agents of Klaviyo or its subsidiaries or affiliates. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Klaviyo or Sponsor in the course of Klaviyo’s business. Confidential Information does not include information that (x) is or becomes a part of the public domain through no act or omission of Sponsor, (y) is disclosed to Sponsor by a third party without restrictions on disclosure, or (z) was in Sponsor’s lawful possession without obligation of confidentiality prior to the disclosure and was not obtained by Sponsor either directly or indirectly from Klaviyo. In addition, this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that Sponsor will first have given notice to Klaviyo and will have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. All Confidential Information furnished to Sponsor by Klaviyo is the sole and exclusive property of Klaviyo or its suppliers or customers. Upon request by Klaviyo, Sponsor agrees to promptly deliver to Klaviyo the original and any copies of the Confidential Information.
Sponsor’s Employees, Sponsors and Agents. Sponsor will have the right to disclose Confidential Information only to those of its employees, Sponsors, and agents who have a need to know such information for the purpose of performing Services and who have entered into a binding written agreement that is expressly for the benefit of Klaviyo and protects Klaviyo’s rights and interests in and to the Confidential Information to at least the same degree as this Agreement. Klaviyo reserves the right to refuse or limit Sponsor’s use of any employee, consultant or agent or to require Sponsor to remove any employee, consultant or agent already engaged in the performance of the Services. Klaviyo’s exercise of such right will in no way limit Sponsor’s obligations under this Agreement.
Securities Law Compliance. Sponsor 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 Sponsor 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. Sponsor agrees that it will not trade in Klaviyo’s securities while in possession of material nonpublic information or at all until Sponsor can do so in compliance with all applicable laws and without breach of this Agreement. For purposes of this Section 6, Sponsor includes all personnel, employees, agents, and consultants of Sponsor.

6. Representations and Warranties, Compliance with Rules. Sponsor represents and warrants it shall comply with all applicable laws, rules, regulations, and ordinances in connection with its participation in the Event, including but not limited to applicable data privacy and protection laws, rules of the venue, and any terms, conditions, and rules and policies issued by Klaviyo or the entities controlling the venue in connection with the Event. Sponsor acknowledges that such rules and policies may be provided and updated at any point prior to or during the Event. Sponsor represents and warrants that (i) it has sufficient right, title, and authority to the Sponsor Marks to grant the licenses made herein; (ii) the Sponsor Marks do not and will not infringe, misappropriate or violate any intellectual property rights or other rights or agreements; and (iii) the digital files sent to Klaviyo do not and will not contain any Trojan horses, viruses, worms, disabling devices, or other harmful code. Klaviyo shall comply with all applicable laws, rules, regulations, and ordinances in connection with its hosting of the Event.

7. Limitation of Liability and Indemnification. Under no circumstances will Klaviyo, Inc., its affiliated entities and its and their officers, directors, agents, or employees, or the entity providing the venue of the Event, its landlord, and its and their affiliated entities and officers, directors, agents, or employees (collectively, the “Event Providers”) or Sponsor be liable for indirect, incidental, consequential, or exemplary damages, including but not limited to lost profits or loss of business, arising out of or related to the subject matter of this Agreement, even if such party is apprised of the likelihood of such damages occurring. Klaviyo is not liable for any errors in any listing or descriptions or other Event materials. None of the Event Providers are liable to Sponsor for any damage, loss, harm, illness, or injury to the person, property, or business of Sponsor, or any of its visitors, officers, agents, employees, or other representatives in connection with the Event or any planning meetings, demonstrations, or stagings, except to the extent such liability arises solely and directly from the gross negligence or willful misconduct of the Event Provider(s) against whom liability is sought to be assessed. In no event will Klaviyo’s liability hereunder, or otherwise in connection with the Event, for damages of any kind exceed the amount actually paid to Klaviyo by Sponsor for the Event to which the claim relates. The limitations of liability are cumulative and not per incident. The foregoing limitations will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

8. Notices. Any notices required or permitted hereunder, unless otherwise specified in this Agreement, shall be sent to the appropriate party electronically using the email address and the notice contact specified below.

If to Klaviyo:
Via e-mail to: legal@klaviyo.com
Attention: Legal

If to Sponsor:
Via e-mail to: Email identified on sign up page.
Attention: Sponsor contact identified on sign up page.

Such notice shall be deemed given the first business day after sending by email.

9. Amendments. This Agreement may not be amended or modified except by a written instrument executed by both parties.

10. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all its assets or other change of control.

11. Waiver. No waiver of acquiescence in or consent to any breach of or default under this Agreement shall be deemed a waiver of, acquiescence in or consent to any other breach or default occurring at any time, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

12. Headings. The headings in this Agreement are for reference purposes only, do not constitute a part of this Agreement, and shall not affect its meaning or interpretation.

13. Press Releases. Klaviyo shall be granted freedom to issue any press release or otherwise make any public announcement or disclosure with respect to this Agreement, any of the activities contemplated hereby, or concerning the relationship between the parties with the prior written consent of the other party, such consent not to be unreasonably withheld. The parties agree to coordinate any promotional messages with their respective communications teams.

14. Third-Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights or interests enforceable by any person not a party to this Agreement.

15. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted in the federal courts of the United States or the courts of the Commonwealth of Massachusetts in each case located in the City of Boston, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens.

16. Force Majeure. Neither party shall be liable in the event its failure to perform its obligations results from: (i) compliance with any law, ruling, order, regulation or order of any court or government agency of competent jurisdiction; (ii) acts of God or other circumstances beyond the reasonable control of the party; (iii) acts or omissions of the other party; or (iv) fires, strikes, embargoes, war, insurrection or riot. Any delay resulting from any of said causes shall extend performance accordingly or excuse performance, in whole or part, as may be reasonable under the circumstances.

17. Survival of Rights and Obligations. The rights and obligations of the parties under this Agreement that by their nature or implication continue beyond the termination or cancellation of this Agreement shall survive any termination or cancellation of this Agreement.

18. Entire Agreement. This Agreement, including the schedules referenced herein, constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes all prior oral or written understandings or agreements relating thereto. No promise, understanding, representation, inducement, condition or warranty not set forth herein has been made or relied upon by either party hereto.

19. Counterparts. This Agreement may be executed in one or more counterparts and delivered by electronic means, each of which shall be deemed an original and all of which shall be taken together and deemed one instrument.

20. Personal Data. Sponsor may have access to personal data made available by Klaviyo (consisting of name, email, company, and job title) of those Event registrants who have consented to making their personal data available to Klaviyo’s Sponsor(s) (“Personal Data”). To the extent that Sponsor processes Personal Data (as defined below), Sponsor agrees to comply with its obligations under all applicable laws and regulations pertaining to the processing of Personal Data and, in particular, the California Consumer Privacy Act of 2018 (the “CCPA”) and, as the case may be, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC ( the “GDPR”). Klaviyo instructs Sponsor to process Personal Data only in accordance with applicable law: (a) to provide the services under this Agreement; (b) as authorized by this Agreement; and (c) as further documented in any other written instructions given by Klaviyo and acknowledged in writing by Sponsor as constituting instructions for purposes of this Agreement. Sponsor agrees to only process Personal Data to provide the Services in accordance with Klaviyo’s instructions described in this section (including with regard to data transfers) unless applicable law requires Sponsor to otherwise process Personal Data, in which case Sponsor will notify Klaviyo. Sponsor certifies that it will not (a) “sell” (as defined in the CCPA) any Personal Data or (b) otherwise retain, use, or disclose Personal Data for any purpose other than for the specific purpose of providing the Services under this Agreement. For purposes of this Agreement, “Personal Data” means any “personal information”, “personal data” or other similar term as defined under applicable data protection or incident notification laws that is contained within the data provided to or accessed by Sponsor by or on behalf of Klaviyo in connection with the Services.