Partner Program Agreement: Technology Partners - Klaviyo
2026-03-10 22:54 Diff
https://www.klaviyo.com/legal/technology-partner-agreement

Updated: November 13, 2025

This Klaviyo Technology Partner Agreement (the “Partner Terms”), together with the Acceptable Use Policy, API Terms of Use, and Partner Data Protection Addendum, collectively constitute a binding agreement (the “Agreement’) between Klaviyo, Inc. (“Klaviyo,” “we”, or “us”) and you or the legal entity entering into this Agreement (“Partner,” or “you,” or “your”). In consideration for the evaluation to join the Program and the benefits, you agree to and enter into this Agreement. The Agreement takes effect when you submit your application to the Program (“Effective Date”).

1. Definitions.

　a. “App” means your independent software application, integration, connector and/or anything you create using Klaviyo’s application program interfaces that Klaviyo makes available (“Klaviyo APIs”).

　b. “Applicable Law” means laws, regulations or other government requirements, as applicable to Klaviyo or Company (respectively).

　c. “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 or Partner Portal pursuant to Company’s rights under this Agreement.

　d. “Beta Products” means access to certain APIs or Klaviyo services (including any add-on, feature or functionality) that Klaviyo makes available to customers that have not been made generally available to its customers, and has been designated as beta, limited release, limit availability or other similar description.

　e. “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.

　f. “Company Products” means collectively, your App, your platform, products and related services.

　g. “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.

　h. “Confidential Information” means 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 Receiving Party knows or reasonably should know that Disclosing Party regards as confidential, including but not limited to any customer or sale prospect information, 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.

　i. “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.

　j. “Klaviyo App Marketplace ” means Klaviyo’s marketplace showing third-party integrations available to its customers, available at https://marketplace.klaviyo.com/.

　k. “Klaviyo Materials” means any and all Klaviyo marketing materials, technical manuals, specifications, collateral documents and/or information, that we incorporate into Klaviyo’s 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.

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

　m.”Partner Portal” means the web-based application where Company may access and obtain Klaviyo Materials and other resources related to the Program, as described in the Program Guide.

　n. “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 Law.

　o. “Program” means the K:Partners Technology Program for independent software vendors who offer an App to end customers, including the benefits set forth in the Program Guide such as the Partner Portal.

p. “Program Guide” means the guide Klaviyo makes available that describes the requirements, benefits, and other related details regarding the Program.

2. App Enrollment, Acceptance and Listing.

　a. Eligibility and Registration. You are eligible to join the Program and receive the benefits if you meet the App Listing Guidelines, as determined by Klaviyo in its sole discretion. 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 Program application process, Company will submit the proposed App to Klaviyo for testing and review. 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 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 Partner Terms. Unless you and Klaviyo 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. Klaviyo may require you to make modifications or corrections to your App(s) before final approval, and failure to make any such corrections or modifications may result in your removal from the Klaviyo App Marketplace and/or termination from the Program.

　c. Notification and Acceptance. Following Klaviyo’s review of Company’s App, Klaviyo will notify Company via email whether such App is accepted and qualifies for the Program. Following acceptance, and to maintain your status in the Program, 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. Partner Guide. Company’s access to program benefits shall be determined by its partner tier as detailed in the Program Guide. Company is solely responsible for reviewing the Program Guide and any other related policies regularly to maintain compliance as part of its continued participation in the Program. Program performance will be reviewed quarterly to assess compliance with Program requirements as detailed in the Program Guide. Klaviyo may update the Program Guide from time to time and such changes are effective upon publishing.

e. Klaviyo Account. If Company receives access to a Klaviyo account as part of the Program, such access is subject to the Terms of Service (as may be updated from time to time).

　f. 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 Marketplace and/or the Progam.

　g. Conditions on Use. Company is solely responsible for development, implementation, testing, management and support of the App and all costs associated therewith. Company agrees not to (and will not permit any third party to): (a) use or enable access to the Klaviyo Services in violation of the Agreement; (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.

　h. 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 Marketplace.

　i. Suspension. Klaviyo may suspend Company from the Klaviyo App Marketplace and/or Program 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.

　j. Fees. Any fees, commissions, or other payments will be due and payable as set out in the Program Guide. Each party is responsible for its own costs and expenses related to these App Terms and their respective products and services.

　k. Beta APIs or Products. Company may receive access to Beta Products, the use of which 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 Law, 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 US dollars ($100).

　l. 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, 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 Brand Features, including placement and sizing, shall be subject to such party’s then-current trademark use guidelines made available to the other party. Nothing contained in this Agreement shall be construed to grant to the licensee any additional right, title or interest in or to the Brand Features.

　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. Any goodwill associated with the use of the Brand Features will inure to the licensor.

　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 Marketplace.

4. Confidential Information.

　a. Confidentiality. Each party shall maintain in confidence 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. Receiving Party shall not disclose Disclosing Party’s Confidential Information to any third party, other than to its and its affiliates’ directors, officers, employees, agents and representatives (collectively, “Representatives”) who have a need to know such information in connection with the scope of this Agreement and who are bound by confidentiality obligations no less protective of the Confidential Information than as set forth herein. Receiving Party shall protect Confidential Information it recieves with 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). Receiving Partyis responsible for any breach by any of its Representatives of any provision hereof. Receiving Party 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 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 Law.

　b. Exceptions. The obligations of confidentiality contained in Section 4 shall not apply to the extent that it can be established by Receiving Party by competent proof that such Confidential Information: (a) was already known to Receiving Party, absent confidentiality obligations, at the time of disclosure by Disclosing Party; (b) was generally available to the public or was otherwise part of the public domain at the time of its disclosure to 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 Receiving Party in breach of this Agreement; (d) was disclosed to Receiving Party 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 Receiving Party who had no access to the Confidential Information.

　c. Authorized Disclosure. Notwithstanding any provision to the contrary herein, Receiving Party may disclose Confidential Information to the extent required by law or any governmental authority, provided, that, Receiving Party shall to the extent practicable use commercially reasonable efforts to assist 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, Receiving Party shall take reasonable steps to give 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 Applicable Law 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 agree that to the extent Personal Data is exchanged between the parties through the Klaviyo App Marketplace, that each shall be independent “Controllers” with regards to this Personal Data and such Personal Data shall be subject to the Partner Data Protection Addendum. Each party will ensure that required notices and consents are provided or obtained under Applicable Law in connection with its respective collection, use, and sharing of any Personal Data in accordance with the authorized purpose and in connection with its respective services and with this Agreement, as applicable. Furthermore, each party represents and warrants 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. Klaviyo’s use of you and your Authorized User’s Personal Data shall be in accordance with the Privacy Notice, and you consent to such usage.

　b. Security. To ensure the security and integrity of any App listed in the Klaviyo App Marketplace, You must comply with the following security requirements available here in addition to the requirements as set forth in the Partner Data Protection Addendum (collectively, the “Security Standards”). Failure to adhere to these requirements may, in Klaviyo’s discretion, result in denial or removal of the App from the Klaviyo App Marketplace and/or the Program. All Apps submitted for review to be listed must conform to the Security Standards. You shall use and maintain appropriate administrative, physical, and technical safeguards that: (a) meet or exceed industry standards with respect to the sensitivity and nature of the data you access or provide; (b) comply with Applicable Law (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 Law, 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 or misuse 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, 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. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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 LAW AND EXCEPT IN CONNECTION WITH BREACHES OF CONFIDENTIALITY OR 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. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANY OTHER TERMS IN THIS AGREEMENT, IN NO EVENT SHALL KLAVIYO’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY CLAIM OR CAUSE UNDER THIS AGREEMENT EXCEED FIVE THOUSAND US DOLLARS ($5,000). THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT. THE PARTIES ACKNOWLEDGE THAT THE CONSIDERATION HAS BEEN SET AND THE AGREEMENT WAS ENTERED INTO BY THE PARTIES IN RELIANCE UPON THE LIMITATION OF LIABILITY AND SUCH FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

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 Law; (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; (iii) all information Company provides to Klaviyo (including any descriptions of the App) will be true, accurate and complete; and (iv) it will comply with Klaviyo’s Business Partner Code of Conduct.

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, or immediately if Company’s App is ineligible pursuant to Section 2 or 5. 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. 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).

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 to Klaviyo. 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,each party consents to the personal jurisdiction and exclusive venue of 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 Klaviyo agree that no joint venture, partnership, employment, or agency relationship exists between you and Klaviyo as a result of this Agreement.

　e. Compliance with Law. You represent and warrant that you comply with Applicable Law (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. Certain 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 an App.

　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 under 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 to the maximum extent permitted by law.

　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 klaviyolegal@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 and referenced documents 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. If there is a conflict between the App Terms, the API Terms of Use, the Partner Data Protection Addendum, Acceptable Use Policy, or Program Guide, the documents shall govern in the order of precedence stated.

　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.