Note: This is a starting template, not legal advice. Please review it with your own counsel and adapt it to your business before you rely on it.
These Terms of Service (the “Terms”) form a binding agreement between you and Kaydence (“Kaydence,” “we,” “us” or “our”) and govern your access to and use of our website, products and services (together, the “Service”). Please read them carefully.
Acceptance of terms
By engaging Kaydence, granting us access to your store or Klaviyo account, or otherwise using the Service, you agree to be bound by these Terms and by any policies referenced here, including our Privacy Policy. If you are engaging us on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” refers to that entity. If you do not agree to these Terms, do not use the Service.
The service
Kaydence is a done-for-you Klaviyo email marketing service. Our team studies your brand, products and customers, plans and builds your Klaviyo email program - flows, segments, copy in your brand voice and on-brand creative - and runs and optimizes it on an ongoing basis. We build directly in the Klaviyo account you grant us access to, and you approve the work before anything goes live. The specific scope, deliverables and timing of your engagement are set out in a separate order or statement of work. We may evolve how we deliver the Service over time. We do our best to deliver reliably, but we do not guarantee specific outcomes or uninterrupted operation.
Kaydence works inside your own Klaviyo account. Email is sent from your Klaviyo account, which remains under your control, and you approve what goes live. Klaviyo is your sending platform, governed by its own terms, and we are not affiliated with or endorsed by it.
Access & eligibility
To deliver the Service, our team needs access to your store and your Klaviyo account. You agree to provide accurate information, keep it current, and to grant and maintain the access, keys or tokens we need to do the work. You are responsible for the access you grant and for activity within your own accounts. You must be at least 18 years old and capable of forming a binding contract to engage us. Notify us promptly if you suspect any unauthorized access to your accounts.
Acceptable use
You agree to use the Service lawfully and responsibly. You may not, and may not permit anyone else to:
- Email people who have not consented or opted in to hear from your brand where consent is required, or send to a list you do not have the rights to use.
- Use the Service for any unlawful, deceptive, fraudulent or harmful purpose.
- Violate applicable email and data-protection laws, including the CAN-SPAM Act (US), CASL (Canada) and the GDPR (EU/UK), as well as any other laws that apply to your sending.
- Use, import or acquire subscriber or customer data in violation of any third party’s rights or applicable law.
- Interfere with, disrupt or attempt to gain unauthorized access to the Service, our systems or other users’ accounts.
- Misrepresent your identity, your sender information or the origin of your emails.
You own your list, your sending and the consent behind it. Kaydence builds and runs email inside your Klaviyo account; you decide who is on your list, whether they have opted in, and you approve what is sent. You remain responsible for honoring opt-out and unsubscribe requests promptly in Klaviyo and for including any disclosures, like a physical address and a clear unsubscribe link, that the law requires.
Your content & data
You retain all rights to the content, subscriber and customer lists, brand assets and other data you submit to or generate through the Service (“Your Content”). You grant us a limited, worldwide, non-exclusive license to host, process and use Your Content solely to operate, maintain and improve the Service and to provide it to you, including building flows and creative and running them in your Klaviyo account. You represent that you have the rights and any necessary consents to provide Your Content - including the product images and brand assets you point us to - and that it does not infringe the rights of others. Our handling of personal data is described in our Privacy Policy.
Fees & billing
Engagements are custom-scoped to your store, and the fees, billing schedule and term are set out in the order or statement of work you sign with us. Unless stated otherwise, fees are non-refundable and exclusive of taxes, which are your responsibility. You authorize us to charge your payment method, or to invoice you, for all fees as they come due. We may change our rates with reasonable advance notice; changes take effect at the start of your next billing period or renewal. If a payment fails or is past due, we may pause the work until it is resolved. Where your order or statement of work conflicts with this section, that document controls.
Intellectual property
The Service - including its software, models, design, branding and documentation - is owned by Kaydence and its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms. Subject to your payment of fees, the email copy and creative we create for you from Your Content are yours to use in your Klaviyo account and marketing. Except for the licenses stated here, no rights are granted to you. You may not copy, modify, reverse engineer, resell or create derivative works from our underlying tools, processes or materials except as expressly permitted by law or by us in writing.
Third-party services
The Service integrates with and relies on third-party services - including Klaviyo, AI and image providers, and payment processors. Your use of those services may be governed by their own terms and policies, and we are not responsible for their availability, accuracy or conduct. You are responsible for your own relationship with Klaviyo and for keeping that account in good standing. We may add, change or discontinue integrations at any time.
Disclaimers
The Service is provided “as is” and “as available,” without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement, to the fullest extent permitted by law.
We do not guarantee any specific results. Email outcomes depend on your brand, your list, your products, your market and how the program performs in Klaviyo. Any figures or examples we may share are illustrative, not a promise; your numbers are your own. You approve every flow and every email before it goes live, and you decide what ships.
Limitation of liability
To the maximum extent permitted by law, Kaydence and its officers, employees and suppliers will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data or goodwill, arising out of or related to your use of (or inability to use) the Service. Our total aggregate liability for any claim relating to the Service will not exceed the amount you paid us for the Service in the twelve months before the event giving rise to the claim.
Indemnification
You agree to defend, indemnify and hold harmless Kaydence and its affiliates from and against any claims, damages, liabilities, losses and expenses (including reasonable legal fees) arising out of or related to Your Content, your use of the Service, your list and sending practices in Klaviyo, or your violation of these Terms or applicable law.
Termination
You may end your engagement in line with the notice terms in your order or statement of work. We may pause or end the engagement if you breach these Terms, if required by law, or if your use poses a risk to the Service or others. Upon termination, our ongoing work ends, though flows and creative already built and live in your Klaviyo account remain there, and provisions that by their nature should survive - such as ownership, disclaimers, limitations of liability and indemnification - will remain in effect.
Changes to these terms
We may update these Terms from time to time. When we make material changes, we will update the “Last updated” date above and, where appropriate, notify you. Your continued use of the Service after changes take effect means you accept the revised Terms.
Governing law
These Terms are governed by the laws of the jurisdiction in which Kaydence is established, without regard to its conflict-of-laws rules. You agree to the exclusive jurisdiction of the courts located there for any dispute that is not subject to alternative resolution.
Contact
Questions about these Terms? Reach us at hello@kaydence.ai.