Klaviyo Partner Program Agreement For Technology Partners
September 12, 2022
PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement governs your participation in the Technology Partner Program (as defined below) and is a binding legal commitment between Klaviyo, Inc. (“Klaviyo“) and you or the entity you represent (“you” “You“, or “Partner“). This Agreement takes effect when you are accepted into the Technology Partner Program via email confirmation from Klaviyo (the “Effective Date“). Klaviyo and Partner are sometimes referred to individually as a “Party” and collectively as the “Parties.”
BY CLICKING ON “SUBMIT” BUTTON WHEN YOU SUBMIT YOUR TECH PARTNER APPLICATION, AND/OR PARTICIPATING IN OR PERFORMING ANY ACTIVITIES IN FURTHERANCE OF THE TECHNOLOGY PARTNER PROGRAM, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY YOU REPRESENT THAT IS SEEKING TO PARTICIPATE IN THE TECHNOLOGY PARTNER PROGRAM, AND TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU DO NOT ACCEPT OR UNDERSTAND THIS AGREEMENT, YOU MAY NOT REGISTER FOR OR PARTICIPATE IN THE TECHNOLOGY PARTNER PROGRAM OR OTHERWISE ACCESS OR USE ANY OF THE KLAVIYO MATERIALS OR KLAVIYO BRAND FEATURES AND MUST DISCONTINUE ALL USE OF THE KLAVIYO MATERIALS AND ALL ACTIVITIES RELATED TO OR INVOLVING THE TECHNOLOGY PARTNER PROGRAM.
1.1. “Active Partner” means a Partner that has completed all necessary Technology Partner Program requirements and is in good standing with Klaviyo.
1.2. “Applicable Laws” means any law, regulation or other government requirements, as applicable.
1.3. “Brand Features” means any trademarks, trade names, service marks, logos, designs, and other distinctive brand features of a party that provides such other party in connection with this Agreement.
1.4. “Confidential Information” means all data and information marked as confidential nature of one Party disclosed by such Party to the other Party under this Agreement, as well as information that one Party knows or reasonably should know that the other Party regards as confidential, including business practices, software (including information and specifications relating to a Klaviyo’s APIs and any related documents made available to Partner), 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 services. Confidential Information may be communicated orally, in writing, or in any other recorded or tangible form.
1.5. “Customer Data” means any data, information, programs, and other content provided or transmitted by Klaviyo Customer or on their behalf to the Klaviyo Products, including, without limitation, Personal Data.
1.6. “Integration” means a software application, connector or other independent software or interface developed by Partner that supplements, utilizes, interacts, or adds data to enhance the interoperability between the Partner Services and the Klaviyo Products.
1.7. “Integrations Directory” means the directory featured on Klaviyo’s website of Active Partners.
1.8. “Intellectual Property Rights” means all intellectual property and proprietary rights now known or hereafter recognized in any jurisdiction, including rights associated with any of the following (i) patents, patent applications, patent disclosures, and inventions and all improvements thereto (whether or not patentable or reduced to practice), (ii) trademarks, service marks, domain names, trade dress, and other indicia of source, together with the goodwill associated therewith, (iii) copyrights, moral rights and works of authorship (whether or not copyrightable), and (iv) trade secrets, know-how, technologies, software, databases, processes, techniques, protocols, methods, formulae, algorithms, layouts, designs, specifications any APIs or other proprietary technology, including any data structures therein, accompanying documentation, and any updates or revisions to thereof and other Confidential Information.
1.9. “Klaviyo 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.
1.10. “Klaviyo Customer” means any individual or entity who has a paid subscription for Klaviyo Products.
1.11. “Klaviyo Materials” means any marketing materials, technical manuals, specifications or collateral documents, whether in paper, electronic or other written form relating to the use of or describing the Klaviyo Products provided to Partner by Klaviyo for use in connection with this Agreement.
1.12. “Klaviyo Partner Development Fund Guidelines” means the description of qualifying and non- qualifying activities Partner may engage in outlining all of the requirements for MDF reimbursement, as further described on the Partner Portal.
1.13. “Klaviyo Products” means Klaviyo’s proprietary cloud-based services.
1.14. “Partner Portal”means the web-based application where Partner may access and obtain Klaviyo Materials and other resources for the Klaviyo Products, co-sell, register Leads, review its program status, and apply for MDF.
1.15. “Partner Services” means any services Partner provides via the Integration in connection with this Agreement.
1.16. “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, and such terms shall have the same meaning as defined by applicable data protection laws.
1.17. “Promotions” means certain promotional and marketing activities performed under this Agreement that may require use of certain Klaviyo Materials performed under this Agreement.
1.18. “Technology Partner Program” means Klaviyo’s technology partner program, as described in and subject to the terms and conditions of this Agreement, which may be supplemented by other documents Klaviyo may make available from time to time.
1.19. “Technology Partner Program Guide” means the guide made available to Technology Partners by Klaviyo upon acceptance to the Technology Partner Program, that further details the program requirements and benefits available to participants.
2. PARTNER PROGRAM ENROLLMENT, ACCEPTANCE AND ONBOARDING
2.1. Registration and Acceptance. In order to join the Technology Partner Program, Partner must enroll by submitting an application, affirmatively accept and acknowledge this Agreement and complete any other related forms and perform supporting materials or information as requested by Klaviyo. Partner must satisfy all of Klaviyo’s partner qualifications and requirements as detailed in the Partner Portal to be admitted as either a Verified or Elite Partner. Klaviyo shall notify Partner via email whether Partner has been accepted to participate and its respective designation. Partner hereby agrees to be responsible for reviewing the Technology Partner Program Guide regularly to maintain compliance as part of its continued participation in the Technology Partner Program.
2.2. Partner Manager. Effective upon acceptance into the Technology Partner Program, Klaviyo will designate a single point of contact within its organization to manage the relationship established by this Agreement (“Partner Manager”). Partner Managers will meet as necessary with its respective assigned Partners to discuss the business relationship and manage the activities contemplated by and in accordance with this Agreement, including but not limited to co-selling, marketing, and technical support.
2.3. Program Suspension. Klaviyo may suspend Partner from the Technology Partner Program if Klaviyo, in its reasonable discretion, determines: (a) any actions by Partner has or may threaten the security, integrity, or availability of the Klaviyo Products or any Customer Data; or (b) any information provided by Partner in the Partner Portal is untrue, inaccurate, incomplete, or not current.
2.4. Training. Klaviyo may require that Partner complete additional training prior to its provision of any services related to the Integration. Klaviyo may offer additional training to Partners as more fully described in the Partner Portal at an additional fee. Klaviyo may change or update its such training requirements or any such training it provides from time to time at Klaviyo’s sole discretion.
2.5. Quarterly Meetings. At the request of Klaviyo, Partners agree to meet, either in person or via teleconference, no less frequently than once every calendar quarter to discuss any matters relating to its status or the Integration and any upcoming co-marketing activities.
2.6. Subcontracting. Partner shall not subcontract any of its obligations under this Agreement.
3.1. Integration. In connection with any Integration, Partner is solely responsible for development, implementation, full testing, and management of the Integration and all costs associated therewith; and ensure that the Integration performs to the level described in any related documentation provided by Partner.
3.2. Integration Review and Approval. Upon acceptance of this Agreement, Partner will submit all proposed Integrations to Klaviyo for testing, review and approval prior to listing on the Integrations Directory. Prior to enablement, Klaviyo has the right to review and test each submitted Integration by Partner and may accept or reject the Integration for any reason.
3.3. Integration Support and Maintenance. In connection with any Integration Partner creates, Partner shall be solely and entirely responsible for ongoing customer support, development and implementing any updates to Integration. 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 Integration. Klaviyo does not and shall not provide any assistance with the development, installation, deployment, maintenance or ongoing use of an Integration; provided, however, Partner Managers will use commercially reasonable efforts to provide Partner support related to the Klaviyo APIs and the Technology Partner Program.
3.4. Continuous Development and Modifications. Partner 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 its APIs. Partner shall be solely responsible for any costs or expenses related to such changes or modifications. Failure to update the Integration may result in Partner’s Integration being delisted from the Integrations Directory.
4. LICENSES AND OWNERSHIP
4.1. 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.
5. CO-MARKETING, APPROVALS AND MDF ELIGIBILITY
5.1. Co-Marketing. During the term of this Agreement, the Parties may collaborate to under take certain Promotions to co-market each other. The Parties from time to time, will agree upon the scope and other details of each Promotion, including the development and creation of any artwork, advertising copy or other copyrightable materials (hereafter, the “Content”) as required for the Promotions. Each Party will be responsible for delivering any assets necessary to create and design the Content mutually agreed to by the Parties. Further, each Party will cooperate with the other in delivering their respective Content in accordance with the mutually agreed upon delivery schedule and specifications. Either Party will not publish, disseminate, post, distribute or otherwise publicize or use any Klaviyo Materials in connection with any Promotions without prior review or approval by Klaviyo. All such written notices and approvals under this Agreement are sufficient if provided via email.
5.2. MDF Eligibility. In connection with Partner’s participation in the Technology Partner Program, Partner may be eligible to receive Marketing Development Funds (“MDF”) that Klaviyo makes available from time-to-time. Partner agrees to use its best efforts to carry out any related Promotions approved for MDF by Klaviyo to promote and strengthen the reputation of Klaviyo and the Klaviyo Products in the market. For the avoidance of doubt, MDF will only be distributed once Partner completes all the specified requirements provided by Klaviyo to Partner and otherwise in the Klaviyo Partner Development Fund Guidelines, but in no more than thirty (30) days after approval. For the avoidance of doubt, MDF will only be paid out following completion of the approved activity.
6. LEAD SHARING
6.1. Identification of Influenced and Sourced Leads. During the term of this Agreement, Partner shall use best efforts to comply with any lead generation activities to influence any prospective leads (“Influenced Leads”) or generate any net new leads that do not already exist in the Partner Portal for such prospective leads (“Sourced Leads”, and together with such Influenced Leads, “Leads”). Partner will reasonably assist Klaviyo in completing sales to any Leads as and to the extent requested by Klaviyo. Without limiting the foregoing, Partner influenced activities may include scheduling or attending meetings with such Leads, provide detailed background on the identity of such prospective Lead and assist in preparing and presenting any related sales materials. Partner Manager shall work with Partner to nurture any Leads. For the avoidance of doubt, Klaviyo may accept or reject any Leads for any reason.
6.2. Leads Registration. Partner must register any Leads, in the Partner Portal. Klaviyo will review such Influenced Lead or Sourced Lead and notify Partner through the Partner Portal or via email whether Klaviyo agrees that such Leads qualifies under this Agreement will be accepted for program credit.
6.3. Restrictions. Partner shall not (a) make any commitments, warranties or guarantees to Leads with respect to the Klaviyo Products, the pricing thereof, or Partner’s relationship with Klaviyo; (b) engage in any marketing activities that violate any guidelines provided by Klaviyo or the Klaviyo Business Partner Code of Conduct; or (c) distribute any unsolicited bulk emails (spam) mentioning or referring to Klaviyo or the Klaviyo Products. Partner has no authority to (i) negotiate any contract for or on behalf of Klaviyo; or (ii) bind Klaviyo to any contract, representation or understanding concerning Klaviyo or the Klaviyo Products, or any other products or services offered by Klaviyo that are outside the scope hereof.
7. PERSONAL DATA AND RESPONSIBILITIES
7.2. Security and Responsibilities. Partner is responsible for protecting and safeguarding the confidentiality and security of Partner’s account, passwords and/or any partner keys, account credentials or other access protocols that have been provided to Partner or generated in connection with Partner’s Integration. Partner’s networks, operating system and software of its web servers, routers, databases, and computer systems must be properly configured to Internet industry standards so as to securely operate Partner’s website and Partner’s Integration, as applicable. Partner agrees to answer any related questions and assessments for security best practices related to the Integration. Partner shall use best efforts to prevent unauthorized access to or use of its account and the Integration. In the event Partner believes or becomes aware that the Partner Services or the Integration have been compromised, including any unauthorized use or access of the Partner Services or any other known or suspected breach of security, Partner shall immediately notify without undue delay, Klaviyo by email to email@example.com, but in no event more than twenty-four (24) hours following discovery of such breach. For the avoidance of doubt, where applicable, Partner shall forward to Klaviyo all information regarding any suspected defects, loss or damage claims or security issues Partner receives relating to the Integration.
8. REPRESENTATIONS AND WARRANTIES
8.1. 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 any other agreement to which it is a party or is otherwise bound.
8.2. Partner Representations and Warranties. Partner represents and warrants that: (i) it has the full right, power and authority to grant the licenses to the Content; (ii) it will be solely responsible for all acts, omissions, and activities of any representatives including statements and representations regarding Klaviyo Products and compliance with the terms of this Agreement; (iii) it will not engage in any deceptive, misleading, illegal or unethical marketing activities (including without limitation any applicable advertising activities, marketing content and communications) or other actions that may be detrimental to Klaviyo in compliance with all applicable international, federal, state and local laws, rules, regulations and ordinances; (iv) it will comply with Klaviyo Business Partner Code of Conduct as it applies to any activities under this Agreement; and (v) it will not distribute, share, or facilitate the distribution of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code via the Integration or the Partner Services.
8.3. General Disclaimers. KLAVIYO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE KLAVIYO PRODUCTS, 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 PARTNER BY KLAVIYO. WITHOUT LIMITING THE GENERALITY OF FOREGOING, KLAVIYO DOES NOT WARRANT THAT THE KLAVIYO PRODUCTS WILL MEET ALL CUSTOMER REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION OR DOWNTIME OR BE ERROR FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.
9. BUSINESS PRACTICES
9.1. Business Practices. In accordance with the Klaviyo Business Partner Code of Conduct, Partner shall: (a) conduct its business under this Agreement in a manner that reflects favorably upon Klaviyo, Klaviyo Products, and Klaviyo’s goodwill and reputation, (b) not engage in illegal, deceptive, misleading, or unethical trade practices, (c) not, and shall not permit any of its subsidiaries or affiliates, or any of its or their respective directors, officers, managers, employees, independent contractors, representatives, or agents to, promise, authorize, or make any payment, or otherwise contribute any item of value, directly or indirectly, to any third party, including any non-U.S. official, in each case, in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption law, and (d) warrants that it will conduct business in accordance with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders.
10.1. Confidentiality. During the term of this Agreement, each Party (the “Disclosing Party”) may provide the other Party (the “Receiving Party”) with Confidential Information in whatever form (written, oral or visual) that is furnished or made available by Receiving Party by or on behalf of Disclosing Party. Each Party shall maintain in confidence all Confidential Information disclosed to it by the other Party and agrees 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, a Party’s “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 10 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.
10.2. Exceptions. The obligations of confidentiality contained in Section 10.1 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.
10.3. 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 10.3, if legally permissible the Receiving Party shall take reasonable steps to give the Disclosing Party sufficient notice of the disclosure request in order for such Disclosing Party to contest the disclosure request.
11.1. By Klaviyo. Klaviyo will defend at its expense any suit brought against Partner 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 Partner thereto, infringes or misappropriates any trademark of any third party.
11.2. By Partner. Partner will indemnify, defend, and hold Klaviyo, its officers, directors, affiliates, subsidiaries, licensors, agents and employees (each a “Klaviyo Party”) harmless from and against any and all 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) Partner’s breach of its obligations under this Agreement, or any violation of law; (b) a claim by any third party alleging the Partner Brand Features, in the absence of any modifications by Partner thereto, infringes or misappropriates any trademark of any third party; or (c) the use, transmission, access, disclosure, or other processing of Customer Data.
11.3. 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.
12. LIMITATION OF LIABILITY
12.1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND EXCEPT IN CONNECTION WITH BREACHES OF CONFIDENTIALITY AND EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL KLAVIYO, ITS SUCCESSORS OR ASSIGNS, BE LIABLE TO PARTNER UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, PROCUREMENT OF GOODS OR SERVICES, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT. IN NO EVENT SHALL KLAVIYO’S TOTAL LIABILITY ARISING OUT OF ANY CLAIM OR CAUSE UNDER THIS AGREEMENT EXCEED $1,000. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THE AGREEMENT.
12.2. Basis of the Bargain. The Parties agree that the limitations of liability set forth in this Section 12 shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The Parties acknowledge that the Agreement entered into in reliance upon these limitations of liability and that such limitations form an essential basis of the bargain between the Parties.
13. TERM; TERMINATION
13.1. 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 13. 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.
13.2. 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.
13.3. Effect of Termination. Upon any termination or expiration of this Agreement, for any reason, Partner shall: (a) refrain thereafter from representing itself as a marketer of Klaviyo Products, (b) immediately cease all use of any Klaviyo Brand Features and Klaviyo Materials, (c) each Party shall comply with the obligations to return or destroy all Confidential Information of the other, as set forth in Section 10.1, and (d) all rights and obligations of both Parties, including all licenses granted hereunder shall terminate immediately.
13.4. Survival. The following provisions shall survive any expiration or termination of this Agreement: Sections 1 (Definitions), 4 (Licenses and Ownership), 8 (Representations and Warranties), 10 (Confidentiality), 11 (Indemnities), 12 (Limitation of Liability), 13.3 (Effect of Termination), 13.4 (Survival), and 14 (Miscellaneous).
14.1. Relationship of the Parties. Each Party’s relationship to the other Party is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.
14.2. Assignment. Partner shall not assign or transfer this Agreement, in whole or in part, whether by operation of law, change of control, or otherwise, or delegate any of its obligations hereunder, without the prior express written consent of Klaviyo. This Agreement shall inure to the benefit of each Party’s permitted successors and assigns.
14.3. Governing Law; Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Massachusetts, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Each Party irrevocably consents to the exclusive personal jurisdiction of the state or federal courts located in Boston, Massachusetts for any matter arising out of or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
14.4. Notices. Except as set forth herein, all notices and other communications hereunder shall be in writing and shall be deemed delivered by email (i) if to Partner, at the email address provided by Partner it its account in the Partner Portal, and (ii) if to Klaviyo, at the following email address: firstname.lastname@example.org. Partner is responsible for providing Klaviyo with its most current email address. In the event that the last email address Partner provided to Klaviyo is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Klaviyo’s dispatch of the email containing such notice will nonetheless constitute effective notice. Notice shall be deemed to have been duly given on the first business day following successful e-mail transmission to Klaviyo.
14.5. Amendment. Klaviyo may update the terms of this Agreement from time to time, in which case the updated Agreement will supersede all prior versions. Klaviyo will notify Partner of such changes through a notification via email or within the Partner Portal with directions to the latest version available online. The updated Agreement will become effective and binding on the next business day after it is posted. Partner’s continued participation in the Technology Partner Program constitutes Partner’s acceptance of such change(s).
14.6. Waiver. No provision of the Agreement unless such provision otherwise provides shall be waived by any act, omission, or knowledge of a Party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party.
14.7. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
14.8. Construction. As used in this Agreement, the singular shall include the plural and vice versa, and the terms “include” and “including” shall be deemed to be immediately followed by the phrase “without limitation.” The captions and headings in this Agreement are inserted for convenience and reference only and in no way define or limit the scope or content of this Agreement and shall not affect the interpretation of its provisions.