Klaviyo

" 　7.1. Customer Data. Customer Data, and all worldwide Intellectual Property Rights therein, is, as between Klaviyo and Customer, the exclusive property of Customer. Customer grants Klaviyo a non-exclusive, sublicensable, transferable, worldwide, royalty-free and fully paid license to process and use the Customer Data as necessary for purposes of providing the Services and as otherwise permitted in this Agreement. Customer warrants that Customer is the owner or legal custodian of, or otherwise has the right and has or will obtain the necessary permissions, valid consents and releases to lawfully transmit, store and use all Customer Data in connection with the Services and to grant the rights granted to Klaviyo under this Agreement. 　7.2. Feedback. In the event that Customer or its Authorized Users provide any comments or suggestions in connection with the Services, whether written or oral (collectively, the “ Feedback ”), Klaviyo, in its sole discretion, shall be entitled to use the Feedback without restriction, and such Feedback will not be treated as confidential to Customer. Customer 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 Klaviyo products and services. 　7.3. Aggregated Data. Klaviyo may collect and derive from Customer Data aggregated data that does not identify Customer, any third-party entity or any natural persons (“ Klaviyo Derived Data ”), and use and disclose such Klaviyo Derived Data for Klaviyo’s legitimate business purposes, which may include but is not limited to Services improvement, service and product development, research and marketing . "

"　7.3. Aggregated Data. Klaviyo may collect and derive from Customer Data aggregated data that does not identify Customer, any third-party entity or any natural persons (“**Klaviyo Derived Data**”), and use and disclose such Klaviyo Derived Data for Klaviyo’s legitimate business purposes, which may include but is not limited to Services improvement, service and product development, research and marketing**. **Additionally, Klaviyo may collect and review Communications Content for other development, diagnostic and corrective purposes."

"　6.2. Fee Increases. Klaviyo will provide Customer fourteen (14) days advance notice for any increase in fees. Any increases to the Fees shall apply at the beginning of the Customer’s following Term. Customer’s continued use of the Services after a Fee increase will constitute Customer’s agreement to the increase in Fees."

"　5.2. Continuous Development. Customer acknowledges that Klaviyo may continually develop, deliver and provide to Customer on-going innovation to the Services in the form of new features, functionality, and efficiencies. Accordingly, Klaviyo reserves the right to modify the Services from time to time. Some modifications will be provided to Customer at no additional charge. In the event Klaviyo adds additional functionality to a particular Service, Klaviyo may condition the implementation of such modifications on Customer’s payment of additional fees, provided that Customer may continue to use the version of the Services that Klaviyo makes generally available (without such features) without paying additional fees."

"　14.11. Pre-GA Versions. From time to time, Klaviyo may make Pre-GA Versions available to Customer subject to a non-transferable, non-sublicensable, non-exclusive, revocable right to access for testing and evaluation purposes, and Customer may choose to try such Pre-GA Versions in its sole discretion and at its sole risk. Notwithstanding anything to the contrary in this Agreement, (i) Klaviyo provides the Pre-GA Versions on an AS-IS basis without any warranty, and Klaviyo disclaims all express or implied warranties to the maximum extent permitted by applicable law; (ii) Klaviyo has no obligation to provide support for Pre-GA Versions; and (ii) Customer acknowledges that the Pre-GA Versions may not be reliable, and Klaviyo shall not be liable for any damages arising from the use or inability to use the Pre-GA Versions. Customer’s use of the Pre-GA Versions is subject to Service use restrictions in the Agreement, including Section 3.2. Customer will provide Klaviyo with feedback on the Pre-GA Versions upon request. Klaviyo may unilaterally modify or discontinue the Pre-GA Versions at any time without notice or liability to Customer (or not release commercially), and any final commercial versions may be subject to the payment of additional fees."

"　14.1. Marketing. Customer agrees that Klaviyo may refer to Customer by name, logo and trademark in Klaviyo’s marketing materials and website. Customer acknowledges and agrees that Klaviyo does not certify or endorse, and has no obligation to certify or endorse, any of Customer’s products, services, or content."

"　3.2. Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) modify, adapt, alter, translate, or create derivative works of the Services; (b) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Klaviyo); (d) bypass, delete, or disable any copy protection or security mechanisms of the Services; (e) use or demonstrate the Services in any other way that is in competition with Klaviyo, or provide access to a competitor; (f) remove any notice of proprietary rights from the Services; (g) attempt to gain unauthorized access to, or disrupt the integrity, performance or security of the Services or the data contained therein; (h) use or copy the Services or Documentation, except as expressly allowed herein or (i) use the Services in violation of the [Acceptable Use Policy](https://www.klaviyo.com/legal/acceptable-use-policy). Klaviyo shall have the right, but not the obligation, to review and monitor all use of the Services to ensure compliance with the terms and conditions of this Agreement."

"This Section 12.1 states the sole and exclusive remedy of Customer and the entire liability of Klaviyo, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for third party claims and actions described in this Section 12.1."

"TO THE MAXIMUM EXTENT PERMITTED BY LAW, KLAVIYO’S TOTAL, CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY."

"　14.7. Force Majeure. Without limiting any other provision in the Agreement, Klaviyo, or any Klaviyo Party, is not responsible or liable to any Customer for delay or failure to perform its obligations hereunder in the event that any of Klaviyo or Klaviyo Parties’ operations or activities are affected by any cause or event beyond the sole and reasonable control of the applicable Klaviyo Party (as determined by such party in its sole discretion), including, without limitation, by reason of any acts of God, equipment failure, threatened or actual terrorist acts, air raid, act of public enemy, war (declared or undeclared), civil disturbance, insurrection, riot, epidemic, pandemic, fire, explosion, earthquake, flood, hurricane, unusually severe weather, blackout, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, any law, rule, regulation, action, order, or request adopted, taken, or made by any governmental or quasi-governmental entity (whether or not such governmental act proves to be invalid), or any other cause, whether or not specifically mentioned above."

"This Section 12.1 states the sole and exclusive remedy of Customer and the entire liability of Klaviyo, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for third party claims and actions described in this Section 12.1. 　12.2. By Customer. Customer 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 losses, damages, liability, costs 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) a Customer Indemnity Responsibility; (b) Customer’s breach or alleged breach of any representation, warranty or obligation under the Agreement, or any violation of law; or (c) the use, transmission, access, disclosure, or other processing of Customer Data. 　12.3. 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. "

" 　10.1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER KLAVIYO, ITS AFFILIATES, SUPPLIERS, NOR SUBCONTRACTORS SHALL BE LIABLE FOR: (A) ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES; OR (B) ANY LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT), LOSS OF USE, DATA, BUSINESS, REVENUE, GOODWILL, VALUE, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF KLAVIYO HAS BEEN ADVISED OF, OR COULD HAVE REASONABLY FORESEEN, THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KLAVIYO’S TOTAL, CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. 　10.2. Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 10 shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the Fees have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties."

" Party (as determined by such party in its sole discretion), including, without limitation, by reason of any acts of God, equipment failure, threatened or actual terrorist acts, air raid, act of public enemy, war (declared or undeclared), civil disturbance, insurrection, riot, epidemic, pandemic, fire, explosion, earthquake, flood, hurricane, unusually severe weather, blackout, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, any law, rule, regulation, action, order, or request adopted, taken, or made by any governmental or quasi-governmental entity (whether or not such governmental act proves to be invalid), or any other cause, whether or not specifically mentioned above. "

"　10.1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER KLAVIYO, ITS AFFILIATES, SUPPLIERS, NOR SUBCONTRACTORS SHALL BE LIABLE FOR: (A) ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES; OR (B) ANY LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT), LOSS OF USE, DATA, BUSINESS, REVENUE, GOODWILL, VALUE, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF KLAVIYO HAS BEEN ADVISED OF, OR COULD HAVE REASONABLY FORESEEN, THE POSSIBILITY OF SUCH DAMAGES."

"　14.6. No Assignment. Customer may not assign its rights or delegate any obligations hereunder without the express prior written consent of Klaviyo. Any assignment by Customer without the prior written consent of Klaviyo shall be null and void. Klaviyo may assign its rights or obligations hereunder without notice or consent; provided, however, that the Services shall continue to operate as specified in this Agreement. This Agreement shall inure to the benefit of each party’s permitted successors and assigns."

"　5.1. Ownership. Customer acknowledges and agrees that the Services (including the Documentation) are protected by copyright and other laws relating to Intellectual Property Rights, and that the Services embody valuable confidential information of Klaviyo and its suppliers, the development of which required the expenditure of considerable time and financial resources. All right, title, and interest in and to the Services, Klaviyo Derived Data, and all worldwide Intellectual Property Rights therein and associated therewith, are the exclusive property of Klaviyo and its suppliers. All rights in and to the Services not expressly granted to Customer in this Agreement are reserved by Klaviyo and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services, or any part thereof, including any right to obtain possession of any software, source code, data or other technical material related to the Services."

"　7.1. Customer Data. Customer Data, and all worldwide Intellectual Property Rights therein, is, as between Klaviyo and Customer, the exclusive property of Customer. Customer grants Klaviyo a non-exclusive, sublicensable, transferable, worldwide, royalty-free and fully paid license to process and use the Customer Data as necessary for purposes of providing the Services and as otherwise permitted in this Agreement. Customer warrants that Customer is the owner or legal custodian of, or otherwise has the right and has or will obtain the necessary permissions, valid consents and releases to lawfully transmit, store and use all Customer Data in connection with the Services and to grant the rights granted to Klaviyo under this Agreement."

"　6.3. Billing, Invoicing, and Payment Terms. Klaviyo will charge Customer the Fees for the Services in advance for each billing period on or after the first day of such billing period. All Fees for Services are due and payable in US Dollars and are non-refundable. If Customer is paying by credit card or eCheck, (a) Customer hereby irrevocably authorizes Klaviyo to charge the credit card or other payment method provided for any such amounts when due, (b) amounts due will be automatically charged, (c) if Customer’s credit card is declined, Klaviyo will attempt to reach out to Customer for a new payment method, and (d) if Customer’s credit card expires, Customer hereby gives Klaviyo permission to submit the credit card charge with a later expiration date. If Klaviyo fails to resolve an issue with Customer resulting from a credit card decline or expiration, Klaviyo may terminate the account due to non-payment. Customer agrees to notify Klaviyo of all billing disputes within fourteen (14) days of delivery of the billing statement or invoice, and disputes not made within that time are waived. Late payments, including those resulting from credit card declines, will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. If Klaviyo must initiate a collections process to recover Fees due and payable hereunder, then Klaviyo shall be entitled to recover from Customer all costs associated with such collections efforts, including but not limited to reasonable attorneys’ fees. In the event Klaviyo delivers to Customer an invoice for any Fees or interest payments owed hereunder, such invoiced amounts shall be due upon receipt, unless otherwise set forth in the Service Order."