Updated: July 20, 2020
PLEASE READ THESE API TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE API TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OUR APIS. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THE TERMS OF THESE API TERMS, PLEASE CONTACT US AT [email protected]
Under these API Terms, “Klaviyo” means Klaviyo, Inc., and we may refer to Klaviyo as “we,” “our,” or “us.”
You may not use our APIs and may not accept these API Terms if (a) you are not of legal age to form a binding contract or (b) you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries. If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to these API Terms, you are accepting these API Terms on behalf of that entity, and all references to “you” in these API Terms refer to that entity. In order to access certain APIs you may be required to register and provide certain information about yourself as part of the registration process or as part of your continued use of the APIs. You may not make credentials available to others including by embedding them in open source projects and you may only access the APIs with the credentials provided to you. You may not misrepresent or mask your identity or your credentials when accessing or using the APIs. All registration information you provide must be accurate and up to date at all times. You will inform us promptly of any updates.
Access to our APIs
Subject to the restrictions below, we grant you a limited, non-exclusive, non-sublicensable, non-assignable, non-transferable, revocable license to access our APIs and API documentation for sole purposes of developing, testing and supporting software, services, or modules that connect to products, software, websites and/or services offered by Klaviyo (the “Offerings”) or have access to the data within our Offerings (an “Integration”). You may charge for your Integration; however, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of our APIs. We may terminate your access to our APIs at any time for any reason.
You will comply with all applicable laws, regulations, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use our APIs to (a) encourage or promote illegal activity or violation of third party rights; (b) modify or make derivative works based upon the APIs; (c) improperly use the APIs, including creating Internet “links” to the APIs, “framing” or “mirroring” any part of the APIs on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the APIs; (d) reverse engineer, decompile, modify, or disassemble the APIs; (e) send spam or otherwise duplicative or unsolicited messages with the APIs; (f) use the APIs to (x) display any offensive content or any content for which you do not have the right to share with Klaviyo or to display or (y) distribute unsolicited advertising or promotions, or initiate any other communication or contact with Klaviyo users or partners or (g) violate our Terms of Service or our Acceptable Use Policy.
In addition, you shall not, and shall not direct, encourage, or assist any other party to, access or use the APIs to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features or functionality thereof; (iii) launch or cause to be launched on or in connection with the APIs a malicious automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program intended to overburden or hinder the operation and/or performance of the APIs; (iv) attempt to gain unauthorized access to the APIs or its related systems or networks; (v) include any underlying Offering with competitors in any aggregated view i.e. webpage, app, software, etc.; (vi) aggregate Klaviyo’s data with competitors’ data; or (vii) parse or scrape any of Klaviyo’s data; in each case other than as explicitly permitted by Klaviyo in writing.
You will only access (or attempt to access) our APIs by the means described in our API documentation. We may set and enforce limits on your use of our APIs (e.g. limiting the number of API requests that you may make) in our sole discretion. You agree not to circumvent any limitations documented with our APIs. We may monitor your use of our APIs for reasons including to improve our APIs and for compliance with these API Terms. We may suspend your access to our APIs without notice if we reasonably believe that you are in violation of these API Terms. Klaviyo may collect and use usage data and information related to your use of the APIs.
These API Terms are non-exclusive. You agree not to access our APIs in order to compete with our Offerings.
You are solely responsible for all costs incurred by you in the creation and maintenance of the Integrations.
You are solely responsible for selecting all content made available through and contained in the Integrations and for ensuring that such content complies with the API Terms and our Terms of Service and any other requirements applicable to such content. You are fully responsible for any information you provide to Klaviyo via the APIs.
Privacy and Security
You agree to implement and maintain appropriate technical and organizational security measures designed to protect all user data, including PII, from unauthorized access, use loss, destruction, damage, alteration, or disclosure in the same manner that you would protect your own confidential and proprietary information but in no event using less than a reasonable degree of care and you agree to notify both us and your users of any unauthorized access or use of such information to the extent required under applicable law. In the event of a security deficiency or incident, outage, or any other event that may impact or compromise our users, APIs, or Service, you agree to work with us immediately to assess and remedy the situation. You also agree to coordinate with us on any public statements before publication.
If your use of the APIs requires or will likely result in the provision of personal information directly to Klaviyo, you agree to adequately inform and obtain all necessary consents and authorizations from the applicable users to provide such personal information to Klaviyo and retain written records of such consents.
We reserve the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions to audit, your Integration, systems and records to confirm your compliance with these API Terms. If requested, you must provide us with proof that your Integration complies with these API Terms.
Ownership and Proprietary Rights
Klaviyo owns all right, title and interest, including without limitation, all intellectual property rights and other rights in and to its Offerings, the APIs, any intellectual property rights used in connection with the Offerings or APIs, and other proprietary technology, including any data structures therein, accompanying documentation, and any updates or revisions to the foregoing.
You retain your ownership rights in your Integrations. All of our rights not expressly granted by these API Terms are hereby retained.
If you provide us with feedback or suggestions about our APIs (“Feedback”), then we may use such information and you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such Feedback for any purpose without any obligation or compensation to you.
You may not use the Klaviyo brand or marks outside of what is expressed in our Newsroom. You may not alter or remove any proprietary notices in our marks. You may not use the Klaviyo brand in any way that suggests that Klaviyo sponsors, endorses, or associates with your Integration without prior written consent.
You grant us the right to (1) produce and distribute incidental depictions, including screenshots, videos, or other content from your Integrations and (2) use your company name and logo for marketing or promotional purposes on our website and in other public or private communications with our existing or potential developers and customers; you hereby grant us all necessary licenses, on a royalty-free basis, for these purposes.
Our APIs may evolve and change over time. While we do our best to notify developers of major changes in advance, we reserve the right to modify our APIs, cease to offer support for our APIs, or require you to use our APIs in a different manner at any time without notice.
We may update these API Terms from time to time by posting an updated version to www.klaviyo.com/legal/api-terms and any such updates will be effective upon posting. When we update these API Terms, the “Updated” date above will be updated to reflect the date of the most recent version. Your continued use of our APIs constitutes your acceptance of the modified API Terms. We encourage you to review these API Terms regularly.
You may be given access to certain non-public information, software, and specifications relating to our APIs (“Confidential Information“), which may include your credentials as well as any materials, communications or other information that is marked confidential or that would reasonably be considered confidential under the circumstances. You may use Confidential Information only as necessary in exercising your rights granted under these API Terms. You may not disclose any Confidential Information to any third party without our prior written consent. You agree that you will protect any Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information.
You hereby represent and warrant that you have all authority necessary to bind yourself (including your entity) to these API Terms and that you are not prohibited from accessing or using the APIs in the country in which you reside.
You further represent and warrant that (a) you have the right to distribute, or otherwise make available the Integrations to your end users, (b) such Integrations comply with all applicable local, state, federal and international laws and regulations as well as applicable terms of service and privacy notices and (c) the Integrations do not and will not infringe the rights of any third party.
You may stop using our APIs at any time with or without notice. We may terminate these API Terms with or without cause, and without notice to you. Upon termination of these API Terms, all rights and licenses granted to you will terminate immediately. You understand that any APIs or documentation that are not made generally available but that are otherwise made available to you are the confidential information of Klaviyo.
We reserve the right to revoke your access to the APIs without prior notice if we determine your use violates the API Terms or our Terms of Service or is otherwise objectionable as determined in our sole discretion.
Upon any termination of these API Terms or discontinuation of your access to our APIs, you will immediately stop using our APIs, cease all use of the Klaviyo brand and marks, and destroy copies of any documentation and any other Klaviyo information in your possession or control that was received under these API Terms. When these API Terms come to an end, those sections that by their nature are intended to continue indefinitely will continue to apply, including but not limited to the sections titled “Privacy and Security,” “Ownership and Proprietary Rights,” “Confidentiality,” “Representations,” “Termination,” “Warranties and Limitation of Liability,” “Indemnification,” and “General Provisions.”
Warranties and Limitation of Liability
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE APIS, DOCUMENTATION AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE APIS WILL BE UNINTERRUPTED, TIMELY, COMPLETE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, SECURE, OR ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL KLAVIYO OR ANY OF ITS SERVICE PROVIDERS, SUPPLIERS OR REPRESENTATIVES (INCLUDING OFFICERS OR DIRECTORS) BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT KLAVIYO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE API TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED $100.
You agree to indemnify, defend and hold Klaviyo and its officers, directors, employees, and agents harmless, at your expense, against any and all third-party claims, suits, actions, or proceedings (each, an “Action“) to the extent that such Action is based upon or arises out of: (a) your use of our APIs; (b) your violation of these API Terms, or (c) an allegation that your Integration violates or misappropriates any copyright, trademark, service mark, trade secret or patent of a third party.
These API Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to these API Terms.
UNDER NO CIRCUMSTANCES WILL WE OR OUR SUPPLIERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, EPIDEMICS, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.
These API Terms and any other Klaviyo terms referenced herein state the complete agreement of the parties with respect to the subject matter of these API Terms and supersede any past or contemporaneous statements, contracts, agreements or understandings between the parties and may be modified only as provided in the “Updates” section above. These API Terms are personal to you, and you may not transfer, assign or delegate your right and/or duties under these API Terms to anyone else and any attempted assignment or delegation is void. These API Terms shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflict of laws provisions. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these API Terms. If any provision of these API Terms is judged illegal, invalid, or otherwise unenforceable, that provision shall be severed and the rest of these API Terms shall remain in full force and effect. No failure by us to enforce any of our rights related to the Offerings or to a breach of these API Terms in a particular situation will act as a waiver of such rights. To the extent of any conflict or inconsistency between the provisions in these API Terms and any other documents or pages referenced in these API Terms, the following order of precedence will apply: (A) these API Terms, (B) our Terms of Service, and (C) any other documents or pages referenced in these API Terms.