Klaviyo Agency Partner Program Agreement

  # Klaviyo Agency Partner Program Agreement

  This Klaviyo Agency Partner Program Agreement (“**_Agency Agreement_**”), together with our [Privacy Notice](https://www.klaviyo.com/legal/privacy/privacy-notice), [Acceptable Use Policy](https://www.klaviyo.com/legal/acceptable-use-policy), [API Terms of Use](https://www.klaviyo.com/legal/api-terms), and our [Partner Data Protection Addendum](https://www.klaviyo.com/legal/partner-data-protection) collectively constitute a binding agreement (the “**_Agreement_**”) between Klaviyo, Inc. (“Klaviyo”) and you or the legal entity entering into this Agreement (“**_you_**” or “**_Partner_**“).In consideration for the evaluation to join the Program and the benefits, you agree to and enter into this Agreement.This Agreement takes effect when you are accepted into the Agency 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, AND/OR PARTICIPATING IN OR PERFORMING ANY ACTIVITIES IN FURTHERANCE OF THE AGENCY 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 AGENCY 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 AGENCY PARTNER PROGRAM OR OTHERWISE ACCESS OR USE ANY OF THE DOCUMENTATION OR KLAVIYO BRAND FEATURES AND MUST DISCONTINUE ALL USE OF THE DOCUMENTATION AND ALL ACTIVITIES RELATED TO THE AGENCY PARTNER PROGRAM.



**1. DEFINITIONS**. Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

**1.1 **“**_Agency Partner Program_**” means Klaviyo’s program for agencies, consultants, systems integrators, freelancers and other services providers who offer a variety of services to Klaviyo Customers and demonstrate expertise in Klaviyo Products.

**1.2 **“**_Agency Partner Services_**” means any marketing, technical or promotion of Klaviyo Products or account management services Partner provides directly to or on behalf of sales prospects and/or Klaviyo Customers in connection with this Agreement.

**1.3 **“**_Applicable Laws_**” means any applicable law, regulation or other government requirements.

**1.4 **“**_Brand Features_**” means any trademarks, trade names, service marks, logos, designs, and other distinctive brand features of a Party that it provides such other Party in connection with this Agreement.

**1.5 **“**_Confidential Information_**” means certain information regarding the Disclosing Party’s business, technology, products, or services, or other confidential or proprietary information disclosed by a Party (“**_Disclosing Party_**”) to the other Party (“**_Receiving Party_**”), whether orally, in writing, or in any other recorded or tangible form, that is marked or otherwise designated as confidential, as well as information that the Receiving Party knows or reasonably should know that the Disclosing Party regards as confidential, including but not limited to any customer or sale prospect information, Customer Data, 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.Klaviyo’s Confidential Information includes the non-public Documentation.

**1.6 **“**_Customer Data_**” means any and all data, information, programs, and other content provided, uploaded or otherwise transmitted by a Klaviyo Customer or on a Klaviyo Customer’s behalf to the Klaviyo Products, which may include, without limitation, Personal Data.

**1.7 **“**_Documentation_**” means any content, marketing materials, technical manuals, or other resources, whether in paper, electronic or other written form relating to the use of describing the Klaviyo Products for use or enablement in connection with or to fulfill any obligations under this Agreement.

**1.8 **“**_Fees_**” means Referral Fees, Co-sell Fees, and/or Management Fees, as applicable.

**1.9 **“**_Intellectual Property Rights_**” means any and all intellectual property, industrial property, and other proprietary rights throughout the world, including all rights in, to, or arising out of patents, patent applications, inventions (whether patentable or not), invention disclosures, trade secrets, know-how, proprietary information, works of authorship, copyrights, mask works, moral rights, trademarks, service marks, software, data, technology, layout designs and design rights, and all registrations, applications, renewals, extensions, or reissues of any of the foregoing.

**1.10** “**_Klaviyo Customer_**” means any individual or entity who has a current paid subscription for any of the available Klaviyo Products.

**1.11 _“Klaviyo Partner MDF Guidelines_**” means the materials provided by Klaviyo (as may be updated from time to time) describing qualifying and non-qualifying activities Partner may engage in to receive marketing development funds (“**_MDF_**”) and outlines the requirements for reimbursement.

**1.12 **“**_Klaviyo Products_**” means any of the application or related services provided by Klaviyo’s proprietary cloud-based platform, as detailed on [www.klaviyo.com](https://www.klaviyo.com/) and/or any other designated websites.

**1.13 **“**_Lead_**” means a sales prospect for Klaviyo Products, identified by Partner to Klaviyo via a Lead Registration Application.

**1.14 **“**_Lead Registration Application_**” means the Partner’s submission of a Lead to Klaviyo initiated in one of the following ways: (i) Partner registers the Lead in the Partner Portal, (ii) Lead is referred via the Partner’s unique referral link, (iii) Partner manually submits a Lead via email or other documented communication channel and is registered on its behalf by a member of the Klaviyo Partner team; or (iv) Lead list submitted through Klaviyo Partner marketing and registered on Partner’s behalf.

**1.15 **“**_Lead Submission Date_**” means the date which Partner submits a Lead through the Lead Registration Application.

**1.16 **“**_MRR_**” means monthly recurring revenue paid by a Klaviyo Customer to Klaviyo.

**1.17 **“**_Partner Portal_**” means the web-based application where Partners may register Leads, access and obtain Documentation and other resources related to the Agency Partner Program, as provided by Klaviyo from time to time.

**1.18 **“**_Partner Program Guide_**” means the guide Klaviyo provides and makes available to Partners that includes requirements, benefits and other related details regarding the Agency Partner Program.

**1.19 **“**_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.

**1.20 **“**_Program Credit_**” means any MRR referred or MRR managed credit that counts towards a Partner’s respective Tier, as further described in the Partner Program Guide.

**1.21 **“**_Qualified Referral_**” means a Lead, which Klaviyo determines at its reasonable discretion meets the Qualified Referral Requirements, and for which Partner is eligible to receive a Fees and/or Program Credit, as further detailed in Section 3.7 below.

**1.22 **“**_Qualified Referral Requirements_**” means the following elements are satisfied by a Lead submitted by Partner: (a) the Lead is not already an existing customer of Klaviyo for that particular Klaviyo Product line and/or was not involved in discussions with Klaviyo relating to the purchase of a subscription to Klaviyo Products as of the Lead Submission Date, (b) Lead is not currently attributed to another Klaviyo Partner, and (c) has been converted into an workable opportunity in Klaviyo’s CRM no later than ninety (90) days after the Lead Submission Date for such Lead from Partner.

**1.23 **“**_Referral Services_**” means a Partner who recommends Klaviyo, Klaviyo Products or related services to customers or sales prospects.



**2. PROGRAM ENROLLMENT & ACCOUNT**.

**2.1  Registration & Acceptance.  **To apply to join the Agency Partner Program, Partner must complete and submit an application, affirmatively accept and acknowledge this Agreement and complete any and all related forms and supporting materials as requested by Klaviyo.Klaviyo, in its sole discretion, will review Partner’s application and notify Partner whether Partner has been accepted to participate in the Partner Program via email.

**2.2 Account**.  Upon acceptance, Partner agrees to create an account to the Partner Portal (“**_Account_**”) and complete any Enrollment Criteria.In registering an Account, Partner agrees to: (a) provide true, accurate, current and complete information as prompted by the registration form (the “**_Registration Data_**”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.Partner is responsible for all activities that occur under Partner’s Account.Partner may not share Partner’s Account or password with anyone, and Partner agrees to (x) notify Klaviyo immediately of any unauthorized use of Partner’s password or any other breach of security by emailing privacynotifications@klaviyo.com; and (y) exit from Partner’s Account at the end of each session.Partner agrees not to create an Account using a false identity or information, or on behalf of someone other than Partner.If Partner provides any information that is untrue, inaccurate, not current or incomplete, or Klaviyo has reasonable grounds to suspect that any information Partner provides is untrue, inaccurate, not current or incomplete, Klaviyo has the right to suspend or terminate Partner’s Account and refuse any and all current or future participation in the Agency Partner Program.

**2.3 Ongoing**.  Partner hereby agrees to be responsible for reviewing the Partner Program Guide and any other related policies regularly to maintain compliance as part of its continued participation in the Agency Partner Program.Klaviyo may update the Partner Program Guide from time to time at its sole discretion.



**3.PARTNER SERVICES & TRACKS**.

**3.1 Partner Program Tracks**. The Agency Partner Program consists of different tracks as set forth in the Partner Program Guide (each, a “**_Partner Program Track_**”) that describes applicable benefits based on participation, performance, and qualifying criteria.

**3.2 Tiers**.  Within each Partner Program Track, there are benefits to Partner are based on the level of Partner’s participation in the applicable Partner Program Track and certain qualifying criteria, as further described in the Partner Portal or the Partner Program Guide (each such level, a “**_Tier_**”).Klaviyo may, in its sole discretion, change the benefits available, and qualifying criteria for each Tier upon written notice to Partner. Tier requirements are otherwise set forth in the Partner Program Guide.

**3.3 Services Generally**.  As further outlined in the Partner Program Guide, Partners may provide: (a) Referral Services, (ii) certain Agency Partner Services, and (iii) additional customer support and maintenance services relating to the management of Klaviyo Products for Klaviyo Customers (“**_Management Services_**”), including without limitation creating and executing marketing campaigns and services.Partner is responsible for all functions relating to performance of the Management Services and Klaviyo has no obligation to provide any Management Services and has no liability under any agreement that Partner may enter into with any Klaviyo Customer.

**3.4** **Training**.  Klaviyo may require that Partner complete mandatory training and/or certificates including but not limited to: (a) sales training focused on the marketing and promotion of Klaviyo Products, and (b) training focused on the management and support of Klaviyo Customers.Klaviyo may offer additional training to Partners at an additional fee.Klaviyo may change or update its training requirements or any such training it provides from time to time at Klaviyo’s sole discretion.

**3.5 Scope of Authority**.  With respect to any Referral Services, Partner’s sole authority shall be to: (a) market and promote Klaviyo Products as set forth in this Agreement, and (b) provide Leads to Klaviyo.The Parties agree that Klaviyo will directly enter into agreements with Klaviyo Customers for the provision of Klaviyo Products to such Klaviyo Customers.

**3.6 Restrictions.  **Partner shall not (a) sell, resell, distribute, license or sublicense the Klaviyo Products directly to any Leads; (b) make any false or misleading statements concerning the Klaviyo Products; (c) make any commitments, warranties or guarantees with respect to the Klaviyo Products, the pricing thereof, or Partner’s relationship with Klaviyo; or (d) distribute any unsolicited bulk emails (spam) mentioning or referring to Klaviyo or the Klaviyo Products.

**3.7 Lead Process**.

**3.7.a. Identification of Leads; Marketing and Promotion**.  During the term of this Agreement, Partner shall use commercially reasonable efforts to identify specific Leads and market and promote Klaviyo Products to such potential Leads.In the course of performing its obligations under this Section, Partner may provide potential Leads with the Documentation as supplied to Partner by Klaviyo. Partner is responsible for managing any Leads submitted to Klaviyo.

**3.7.b. Lead Registration**.  Klaviyo will review Leads submitted by Partner through the Lead Registration Application to determine in its reasonable discretion as to whether the Lead meets the Qualified Referral Requirements.Klaviyo will notify Partner through the Partner Portal or via email whether Klaviyo accepts or rejects a Lead as a Qualified Referral.If a Lead Registration Application is not accepted or rejected within ninety (90) days of the Lead Submission Date, Partner will need to re-submit the Lead Registration Application for the Lead to be considered.If Klaviyo rejects a Lead, Partner will immediately cease all Referral Services with respect to such Lead.

**3.7.c. Qualified Referral**.  For each Lead accepted as a Qualified Referral, Partner, at Klaviyo’s request, shall meet with Klaviyo to discuss each Qualified Referral in reasonable detail, and will assist Klaviyo in making contact with the Qualified Referral by arranging an introduction, meeting, conference call, or other means of communication between Klaviyo and the Qualified Referral.

A Partner will be notified when the opportunity is: (i) closed/won and the Qualified Referral converts to a paying Klaviyo Customer for which Partner is eligible to receive Fees, or (ii) if the opportunity with the Qualified Referral is closed/lost and the opportunity ceases to be a Qualified Referral.For the avoidance of doubt, Klaviyo may choose to reject a Qualified Referral with reasonable discretion. Qualified Referrals will be considered for Program Credit at Klaviyo’s sole discretion.

**3.8 Warranties to Third Parties**.  Except in the course of delivering the Documentation as specifically permitted herein, Partner shall not provide any representations or warranties to any Leads or any other third party with respect to the Klaviyo Products.



**4. FEES & PAYMENT.**

**4.1 Fees**.

**4.1a. Referral and Co-sell Fees**.  Partner is eligible to receive certain fees upon conversion of Qualified Referrals into paying Klaviyo Customers with a paid subscription for Klaviyo Products.“**_Referral Fees_**” are calculated as set forth in the Partner Program Guide based on business referred through the lead referral process.“**_Co-sell Fees_**” are calculated as set forth in the Partner Program Guide based on active involvement in the sales process, as determined by Klaviyo in its sole discretion. Referral Fees and Co-sell Fees are calculated based on the subscription fees Klaviyo actually receives for eligible Klaviyo Products, net of any discounts, taxes payable and subsequent refunds and the Tier on the date Lead Registration Application is accepted as a Qualified Referral.An opportunity with partners separately submitting for Co-sell Fees and Referral Fees shall be calculated as set forth in the Partner Program Guide, or as determined by Klaviyo in its sole discretion.

**4.1.b. Management Fees**.  Partners who qualify as set forth in the Partner Program Guide are eligible to receive a fee in connection with the management of Klaviyo Customer accounts as identified in the Partner Portal (“**_Management Fees_**”).Management Fees are calculated as set forth in the Partner Program Guide based on the subscription fees Klaviyo actually receives from the respective Klaviyo Customer for eligible Klaviyo Products, net of any discounts, taxes payable and subsequent refunds and the Tier on the date the Lead Registration Application is accepted as a Qualified Referral.In order for Partner to receive any Management Fees for a particular Klaviyo Customer, Partner must submit information as set forth in the Partner Program Guide and as may otherwise may be required by Klaviyo.The eligible payout amount for any applicable Management Fees are calculated as set forth in the Partner Program Guide.During the Term, qualifying Partners are eligible to continue to receive Management Fees so long as such Klaviyo Customer has a current active paid subscription for one or more Klaviyo Products and providing applicable services to such Klaviyo Customer.

**4.1.c. Other Fee Details**.  For the avoidance of doubt, Partner is solely responsible for remitting all taxes associated with any and all Fees paid to it under this Agreement.Partners may opt to forgo any Fees by requesting in writing to Klaviyo, which must be confirmed via email by Klaviyo.For the avoidance of doubt, Partners will still be eligible for Program Credit to contribute to Tier evaluation.Partner must submit any disputes of Fees owed in writing to Klaviyo within sixty (60) days of release of payment with reasonable details describing the dispute, and the Parties agree to engage in good faith discussions to resolve the matter.

**4.2 Requirements for Payment**.  In order to receive Fees under this Agreement, Partner must: (i) agree to the terms of this Agreement; (ii) complete all information in Klaviyo’s account information form located in the Partner Portal following acceptance into the Agency Partner Program; and (iii) submit to Klaviyo the required tax documents, banking account and any related information to process payments (collectively, the “**_Enrollment Criteria_**”).Klaviyo will pay Partner the Fees in U.S. dollars to the banking accountsubmitted by Partner .

**4.3 Forfeiture**.  Notwithstanding the foregoing or anything to the contrary in this Agreement, if Klaviyo is unable to make a payment as a result of inaccurate or missing Enrollment Criteria provided by Partner, and Partner fails to correct such payment information for three (3) months following Klaviyo’s first attempt to pay, Partner acknowledges and agrees that it forfeits any and all rights to receive applicable Fees owed to Partner (each, a “**_Forfeited Transaction_**”).Klaviyo will have no obligation to pay Partner any Fees associated with a Forfeited Transaction.Additionally, Klaviyo reserves the right to withhold payment of any applicable Fees until such amount exceeds two hundred US dollars ($200).If any balances remain outstanding for any Fees at the end of each calendar year, Klaviyo agrees to pay out the total balance of the Fees due to Partner.Klaviyo shall be eligible for the reimbursement of any fees or penalties incurred from trying to complete payment for any Fees due to a Partner.

**4.4** **Payout Mechanics**.  Klaviyo shall pay Partners, as applicable based on eligibility: (i) Referral Fees and Management Fees based on a percentage, as set out in the Partner Program Guide, for their respective Tier of any converted Qualified Referral’s monthly subscription fees to the Klaviyo Products for the applicable referral calculation period, to be paid within forty-five (45) days after the end of the next calendar quarter; and (ii) Management Fees based on an annualized percentage of Klaviyo Customer payments received for all accounts actively managed by Partner, such percentage determined by such Partner’s respective Tier status at the time of payment, such payment processed within forty-five (45) days after the end of each calendar quarter.Notwithstanding the foregoing, the Partner Program Guide controls over anything to the contrary in this Section 4.4.

**4.5 Reservation & Modifications**.  Klaviyo reserves the right to modify the Fees or the payment terms at any time and will provide reasonable notice to Partner. In the event of any disputes over Fees, Klaviyo’s determination will be final and binding.Klaviyo reserves the right, in its sole discretion, to withhold, reallocate, remove, or transfer any Fees, in whole or in part, to another party.This may occur for any reason, including but not limited to changes in program eligibility, compliance requirements, or business needs.

**4.6 Exclusions for Payment**.  Notwithstanding any other provisions of this Agreement, Partner will not be entitled to any Fees or any other compensation on any subscription of Klaviyo Products if: (a) such compensation is disallowed or limited by Applicable Laws; and/or (b) such applicable Klaviyo Customers are not in good standing on their accounts.



**5. CO-MARKETING, APPROVALS & MDF ELIGIBILITY**.

**5.1 Co-Marketing**.  During the term of this Agreement, the Parties may mutually agree to undertake certain marketing activities to promote each other using each other’s Brand Features.The Parties may agree on the scope and other details of each campaign or activity, including the development and creation of any artwork, advertising copy or other copyrightable materials (hereafter, the “**_Content_**”).Each Party will be responsible for delivering any assets necessary to create and design the Content mutually agreed to by the Parties and each Party will reasonably cooperate with the other in delivering their respective Content in accordance with any mutually agreed upon delivery schedule and specifications.

**5.2 MDF Eligibility**.  Partner may be eligible for MDF that Klaviyo makes available from time-to-time and as further described in the Klaviyo Partner MDF Guidelines, which are incorporated by reference.Partner agrees to use its best efforts to carry out any related pre-approved campaigns or activities approved for MDF by Klaviyo to promote and strengthen the reputation of Klaviyo and the Klaviyo Products in the market.Depending on the location of Partner and/or the MDF activities, Klaviyo may pay or contract with Partner through a different Klaviyo legal entity.For the avoidance of doubt, MDF will only be distributed once Partner completes all the specified requirements provided by Klaviyo to Partner, including those in the Klaviyo Partner MDF Guidelines.MDF will only be paid out as a reimbursement following completion of the approved MDF activity, and any amounts not used for pre-approved MDF activities by Partner may be recouped by Klaviyo.



**6. DATA PRIVACY**.

**6.1 Data Sharing & Protection**.  Each Party will provide notices and obtain required consents under applicable law in connection with its respective collection, use and sharing of any Personal Data in accordance with the purpose so authorized and in connection with its respective services and with this Agreement, as applicable.Each Party will collect, use, process and disclose personal data in accordance with Applicable Laws, the [Privacy Notice](https://privacy.klaviyo.com/policies/en/), and the [Partner Data Protection Addendum](https://www.klaviyo.com/legal/partner-data-protection).Each Party will implement and maintain technical and organizational measures for its respective service designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data.

**6.2 Partner** **Communications & Marketing**.  You acknowledge that by registering for an Account, you agree to receive program-related communications regarding the partner account, including updates to the Agency Partner Program, onboarding materials, enablement, portal access, and deadlines. You may also elect to receive marketing communications, including newsletters, promotional offers, and partner resources.



**7. CONFIDENTIALITY**.

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

**7.2** **Exceptions**.  The obligations of confidentiality contained in Section 7.1 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.

**7.3 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.The Receiving Party shall notify the Disclosing Party (if legally permissible) of the disclosure request in order for Disclosing Party to contest the request.

**7.4 Securities Law Compliance**.  Partner 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 Service Provider 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.Partner agrees that it will not trade in Klaviyo’s securities while in possession of material nonpublic information or at all until Partner can do so in compliance with all applicable laws and without breach of this Agreement.For purposes of this Section 7.4, Partner includes all personnel, employees, agents, and consultants of Partner.



**8. COMPLIANCE**.

**8.1 Compliance with Applicable Laws**.  In connection with this Agreement, Partner shall comply, and shall ensure its employees, officers, directors, and any third parties performing activities on Partner’s behalf comply: (i) with all Applicable Laws and (ii) shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Klaviyo, Klaviyo Customers, the Klaviyo Products, or to the public.Klaviyo shall comply with Applicable Laws of general applicability to Klaviyo (e.g. without regard to Partner’s and/or any Klaviyo Customer’s particular use of the Klaviyo Products or Agency Partner Services) in its performance of its obligations hereunder.

**8.2 Competing Products**.  During the term of this Agreement, Partner shall promptly inform Klaviyo of Partner’s promotion, marketing, or distribution of any product or service offering similar functionality to any Klaviyo Product; provided, however, that the foregoing shall not limit Partner’s ability to promote, market, or distribute any such products or services.

**8.3 Business Practices**.  Partners represents and warrants that it has read, understands, and shall comply with the [Klaviyo Business Partner Code of Conduct](https://www.klaviyo.com/legal/partner-code-of-conduct).

**8.4 Export Compliance**.  Klaviyo and Partner each represent and warrant that it is not named on any U.S. government denied-parties list.Neither Party will access or use any Agency Partner Services, Agency Partner Program benefits, or Confidential Information provided to it hereunder in a U.S. embargoed country or region or in violation of any U.S. export law or governmental regulation.

**8.5 Disclosure of Third Parties**.  Partner must notify Klaviyo in advance (email being sufficient) if Partner plans to use any third party subcontractor, consultant, agent, or other intermediary to assist in the sale of Klaviyo Products and any related services under this Agreement.For the avoidance of doubt, Klaviyo will have the authority to accept or reject any proposed third party in its sole discretion and as between Klaviyo and Partner, only Partner is entitled to relevant Fees.



**9. INTELLECTUAL PROPERTY.**

**9.1 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 all Brand Features, including placement and sizing, shall comply with 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.

**9.2 Documentation**.  During the term of this Agreement, Klaviyo may make available to Partner certain Documentation.Subject to the terms and conditions set forth in this Agreement and solely for the purposes hereof, Klaviyo grants to Partner a non-exclusive, revocable, non-transferable license, without right of sublicense, to use the Documentation as provided to Partner by Klaviyo to perform Partner’s obligations under this Agreement.

**9.3 Ownership**.  As between Partner and Klaviyo, Klaviyo retains all right, title, and interest in and to (a) its Brand Features, (b) the Klaviyo Products, (c) the Documentation, and (d) all Intellectual Property Rights related to any of the foregoing.There are no implied licenses under this Agreement.



**10. REPRESENTATIONS & WARRANTIES**.

**10.1 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; (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; and (c) it has the full right, power and authority to grant the licenses to the other Party’s Brand Features.

**10.2 Partner Representations and Warranties**.  Partner represents and warrants that: (i) it is 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; (ii) 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 Laws; and (iii) it has all the sufficient rights and permissions to provide the prospect data to Klaviyo for Klaviyo’s use in sales and marketing efforts or as otherwise set forth herein.

**10.3 General Disclaimers**.  EACH OF KLAVIYO AND PARTNER ACKNOWLEDGE AND AGREES THAT, IN ENTERING INTO THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IT HAS NOT RELIED UPON ANY WARRANTIES, EXPRESS OR IMPLIED, AND THAT NEITHER PARTY HAS MADE ANY REPRESENTATIONS, ASSURANCES, OR PROMISES THAT KLAVIYO WILL RECEIVE ANY NEW REFERRED CUSTOMERS OR NEW BUSINESS OR THAT PARTNER WILL RECEIVE ANY FEES AS A RESULT OF THIS AGREEMENT.THE KLAVIYO SERVICES ARE PROVIDED AS-IS AND KLAVIYO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS OR COMPLETENESS OF THE KLAVIYOPRODUCTS, 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, TITLE, 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.TO THE EXTENT ANY JURISDICTION DOES NOT PERMIT THE EXCLUSIONS OR LIMITATIONS ABOVE, THEY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.



**11. INDEMNIFICATION**.

**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 misappropriate any trademark of any third party.

**11.2 By Partner**.  Partner will indemnify, defend, and hold Klaviyo, its officers, directors, affiliates, subsidiaries, licensors, service providers, 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 from any third-party claim arising out of or relating to: (a) Partner’s breach of its obligations or noncompliance under this Agreement; (b) a claim by any third party alleging the Partner Brand Features, in the absence of any modifications by Partner thereto, infringe or misappropriate any trademark of any third party; or (c) the use, transmission, access, disclosure, or other processing of Customer Data or Klaviyo’s use of the Leads provided to Klaviyo by Partner.

**11.3 Procedure**.  The indemnifying party’s obligations as set forth above are expressly conditioned upon: (a) the indemnified party promptly notifying the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party having sole control of the defense or settlement of any claim or suit; and (c) the indemnified party cooperating 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, (A) 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, AND (B) EXCEPT IN CONNECTION WITH BREACHES OF CONFIDENTIALITY AND EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF ANY CLAIM OR CAUSE UNDER THIS AGREEMENT EXCEED THE GREATER OF THE TOTAL AMOUNT OF ACTUAL FEES ACTUALLY PAID TO PARTNER UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY HEREUNDER.THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

**12.2 Basis of the Bargain**.  The limitations of liability in this Section 12 will apply even if any exclusive remedy fails of its essential purpose.The Parties acknowledge that these limitations are an essential basis of the bargain and were relied upon in entering this Agreement.



**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.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 for Breach**.  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.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 Termination for Convenience**.  Klaviyo may terminate this Agreement for convenience upon thirty (30) days’ written notice.

**13.4 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 Documentation, (c) each Party shall comply with the obligations to return or destroy all Confidential Information of the other, as set forth in Section 7.1, and (d) all rights and obligations of both Parties, including all licenses granted hereunder shall terminate immediately.

**13.5 Survival**.  The following provisions shall survive any expiration or termination of this Agreement: Sections 1 (Definitions), 7 (Confidentiality), 9 (Intellectual Property), 10 (Representations & Warranties), 11 (Indemnification), 12 (Limitation of Liability), 13.4 (Effect of Termination), 13.5 (Survival), and 14 (General Provisions).



**14. GENERAL PROVISIONS**.

**14.1 Relationship of the Parties**.  The Parties are independent contractors.Neither Party is an agent or partner of the other, and neither has authority to act on the other's behalf and will not represent such to any third party.

**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 Non-exclusivity**.  This Agreement does not create an exclusive agreement between Klaviyo and Partner.Both parties have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

**14.4 Feedback**.  In the event that Partner or its authorized users provide any comments or suggestions in connection with the Klaviyo Products or the Agency Partner Program, 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 Partner.Partner hereby grants Klaviyo a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Klaviyo Products.

**14.5 Governing Law & Venue**.   This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles.Each Party consents to the exclusive jurisdiction of the state and federal courts in Boston, Massachusetts for any disputes arising under this Agreement.The UN Convention on Contracts for the International Sale of Goods does not apply

**14.6 Notices**.  Except as otherwise provided herein, notices under this Agreement must be in writing and sent by email: to Partner at the address in the Partner Portal, and to Klaviyo at klaviyolegal@klaviyo.com.Partner must keep its email address current. Klaviyo's dispatch of a notice constitutes effective delivery regardless of whether Partner's email address is valid.Notices to Klaviyo are effective the first business day after successful transmission.

**14.7 Amendment**.  Klaviyo may update this Agreement at any time by posting the revised version to the Klaviyo website and notifying Partner via email or the Partner Portal. Updates become effective the next business day after posting.If Partner does not agree to an update, Partner must notify Klaviyo and may terminate this Agreement as described above.

**14.8 Waiver**.  No waiver of any provision of this Agreement will be effective unless in writing and signed by an authorized representative of the waiving Party.

**14.9 Severability.  **If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in effect and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

**14.10 Construction**.  In this Agreement, singular terms include the plural and vice versa, "including" means "including without limitation," and headings are for reference only and do not affect interpretation.

**14.11 Entire Agreement**.  The Agreement constitutes and contains 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.For clarity, Partner acknowledges and agrees that our [Acceptable Use Policy](https://www.klaviyo.com/legal/acceptable-use-policy) separately applies to a Klaviyo Customer’s use of the Klaviyo Products_._



If you have any questions or concerns about what has been stated in this Agreement, please contact us at [partners@klaviyo.com](%3Ca%20href=%22partners@klaviyo.com%22%3C/a%3E).