Yext®Developer Platform Terms and Conditions
(Last Updated June 13, 2017)
These Yext Developer Platform Terms and Conditions (this “Agreement”) is a legal agreement between Yext, Inc., a Delaware corporation (“Yext”) and the business by which the individual accepting this Agreement is employed or otherwise engaged (the “Developer”). Developer and Yext are each referred to herein as a “Party,” and collectively as the “Parties.” This Agreement, together with any other applicable terms and conditions referenced herein, governs, in its entirety, the relationship between Yext and Developer in connection with the use of or access to the Yext Developer Platform (the “Developer Platform”). The Developer Platform enables Yext and third-party developers to leverage its customers’ digital information for the purpose of connecting to additional online software and services. The Developer Platform includes open APIs, developer documentation, guides, libraries, FAQs, a console for managing integrated apps, and other resources. Developer will have access to the Developer Platform only on the condition that it accepts all of the terms of this Agreement. By registering for a Developer Platform account, using the Developer Platform, or otherwise indicating assent electronically, Developer agrees to the terms and conditions of this Agreement. If Developer does not agree to all of the terms of this Agreement, it may not access the Developer Platform.
1.1 Permitted Uses and Restrictions.
1.1 Right to Access and Use the Developer Platform. Subject to the terms and conditions of this Agreement, Yext hereby grants Developer during the term of this Agreement, a limited, revocable, non-exclusive, and non-transferable right to access and use the Developer Platform, solely as permitted through the functionality of the Developer Platform, solely for the purposes of: (i) accessing and using a test account to the Yext Knowledge Manager™ platform for the purposes of testing data and Yext owned application programming interfaces (each, an “API”) and (ii) developing Developer’s applications, software, and/or products (each, an “Application” and collectively, the “Applications”) to be marketed and distributed through Yext’s online application directory (the “App Directory”).
1.2 Restrictions. The rights set forth in Section 1.1 will terminate in the event this Agreement is terminated pursuant to Section 8.2, in which case Developer will immediately cease any further access and use of the Developer Platform. Developer is solely responsible for all use of the Developer Platform through any of its accounts. Developer agrees that it will not attempt to copy, prepare derivative works of, decompile or reverse engineer any part of the Yext Products including, but not limited to, the Developer Platform and App Directory. Notwithstanding anything to the contrary, Developer may not access or use the Developer Platform if it is or becomes (in whole or in part) a direct competitor of Yext, except with Yext’s prior written consent.
1.3 Product Terms. Yext may provide Developer with access to various Yext products and services through the Developer Platform (each, a “Yext Product”). Access to the Yext Products and APIs is granted by Yext solely in connection with Developer’s use of the Developer Platform to the extent permitted under Section 1.1 and Section 1.2 above and is subject to additional technical standards, content rules and other terms and conditions (collectively, the “Product Terms”). The Product Terms are currently located at http://www.yext.com/terms/en-product-terms/. To the extent Developer accesses or uses any Yext Product or API, the applicable Product Terms are incorporated into, and form a part of, this Agreement.
2. Developer Applications.
2.1 Testing and Submission of Applications. Developer must submit each Application for review by Yext through Yext’s submission process in order for the Application to be considered for inclusion in the App Directory. Developer is solely responsible for testing and evaluating each of its Applications with regards to its security, functionality, performance, and user interface before it may be submitted to Yext for review for potential inclusion in the App Directory. Each Application submitted by Developer to Yext for inclusion in the Yext Directory may be accepted or rejected by Yext in its sole and absolute discretion. Yext reserves the right, in Yext’s sole and absolute discretion, to remove from the App Directory any Application that was previously accepted for inclusion in the App Directory at any time and for any reason or no reason at all.
2.3 Responsibility for Applications. Developer acknowledges and agrees that it is solely responsible for, and that Yext has no responsibility or liability of any kind for, the development, integration, installation, operation, hosting, privacy, security, or maintenance of Developer’s Applications. In addition, Developer acknowledges and agrees that it shall be solely responsible for the accuracy, legality, and appropriateness of any content or information Developer submits to, or makes available through, the App Directory or its Applications.
2.4 User Data. Developer may not collect any user data through or in connection with any Application or transmit any such user data to any third party, in each case without prior user consent. Subject to obtaining such user consent, Developer may only use a user’s data in accordance with the terms of such consent. In no event will Developer request any user to consent to the use of such user’s data for any purpose other than providing a service or function that is directly relevant to the use of the Application and described in the Developer’s documentation it provides to such user. Developer will provide Yext with such documentation upon request.
2.5 Prohibitions. Developer agrees that it will ensure that its Applications do not:
a. violate or infringe the intellectual property rights of any third party;
b. contain any viruses, worms, Trojan horses or other harmful or malicious code, files, scripts, agents, or programs;
c. include obscene or adult content, promote gambling, or involve the circumvention or violation of any applicable laws; or
d. create or transmit any information or material that is false or misleading.
2.6 License from Developer to Yext. Developer hereby grants Yext a non-exclusive, nontransferable (except as permitted under Section 13.6), worldwide, fully paid-up, royalty-free license during the term of this Agreement (and, with respect to Section 2.6(c) below, at all times after the term of this Agreement, on a perpetual and irrevocable basis) to:
a. use, perform, display, and market Developer’s Applications and their content for the purposes of demonstrating, marketing, and making such Applications available on the App Directory;
b. permit others to access, purchase, and install Developer’s Applications through the App Directory; and
c. collect, use, process and store diagnostic and usage-related content pertaining to Developer’s use of the App Directory.
2.7 License to Each Party’s Marks. Subject to the terms set forth in this Section 2.7, Yext grants Developer a nonexclusive, nontransferable (except as permitted under Section 13.6), non-sublicensable, royalty-free license during the term of this Agreement to use, solely for the promotion of Developer’s Applications and their inclusion in the App Directory, the marks identified publicly by Yext as available for use (see, e.g., Yext Brand Standards currently located here) in any jurisdiction in which Yext has acquired and/or acquires rights (the “Yext Marks”). The foregoing license does not grant rights to use any of Yext’s trademarks that are not publicly identified by Yext as available for use. Subject to the terms set forth in this Section 2.7, Developer grants Yext a nonexclusive, nontransferable (except as permitted under Section 13.6), non-sublicensable, royalty-free license during the term of this Agreement to use Developer’s company name, Developer Application name(s), and any logos associated therewith (“Developer Marks”) in any jurisdiction in which Developer has acquired and/or acquires rights, solely for: (i) referring to Developer and Developer’s Application(s) on the App Directory, Developer Platform, Yext’s websites and Products, and in its promotional materials, and (ii) the promotion of Developer’s Applications and its inclusion in the App Directory. Any use of the marks identified in this Section 2.7 shall be in accordance with the granting Party's reasonable trademark usage policies (see, e.g., Yext Brand Standards currently located here), with proper markings and legends, and subject to granting Party's prior written approval. Neither Party shall make any express or implied statement or suggestion, or use the other Party's marks in any manner, that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on the other Party or its business, products or services. Each Party shall cease, or adjust the manner of, its use of any of the marks of the other Party at the request of the other Party in its sole discretion.
3. Implementation at Developer’s Request. Yext may (but is not required to) from time to time, at Developer’s reasonable request, assist Developer with the implementation of certain features that are a part of the Developer Platform. This may include interaction with Developer’s Applications, websites, webpages, and/or content. Any such assistance provided by Yext is at Developer’s own risk. YEXT SHALL HAVE NO LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN DEVELOPER’S APPLICATIONS, WEBSITES, WEBPAGES, OR TO ANY DEVELOPER CONTENT OR OTHERWISE IN CONNECTION WITH SUCH ASSISTANCE.
4. Feedback. Developer hereby grants to Yext a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the Developer Platform, the App Directory and/or any other products or services any feedback, comments, suggestions, ideas, description of processes or other information that Developer may provide to Yext from time to time.
5. No Exclusivity. Developer acknowledges and agrees that Yext may develop applications and services that may be similar to or competitive to Developer’s Applications, products, or services. Nothing in this Agreement shall in any way limit, restrict or preclude Yext from pursuing any present or future business activities, opportunities, or interests, or from entering into any agreement or transaction with any person or entity.
6. Intellectual Property Ownership.
6.1 Yext Intellectual Property. As between Developer and Yext, Yext owns and retains all right, title and interest (including all intellectual property rights) in and to the Developer Platform, the App Directory (excluding any Developer Applications incorporated therein), the APIs, the Yext Products, and any associated documentation provided by Yext, including all aspects of the technology and any software or other materials developed or created by or on behalf of Yext, and all improvements to any of the foregoing (collectively, the “Yext Technology”) and Yext Marks. Except for the express licenses granted in this Agreement, Yext does not grant Developer any right, title, or interest in the Yext Technology or Yext Marks. The appearance of any third party trademarks does not in any way imply any connection, license, approval or other such relationship of any kind with such third party.
6. Developer Intellectual Property. As between Developer and Yext, Developer owns and retains all right, title and interest (including all intellectual property rights) in and to its Applications (excluding any APIs or other Yext Technology incorporated therein) and its Application documentation, including all aspects of the technology and any software or other materials developed or created by or on behalf of Developer, and all improvements to any of the foregoing (collectively, the “Developer Technology”) and Developer Marks. Except for the express licenses granted in this Agreement and in any other relevant agreement between the Parties, Developer does not grant Yext any right, title, or interest in the Developer Technology or Developer Marks.
7. Confidentiality. By virtue of this Agreement, the Parties may have access to information that is confidential or proprietary to one another (“Confidential Information”). Confidential Information shall mean any information that is directly or indirectly disclosed or made accessible by or on behalf of a Party (the “Disclosing Party”) that is marked as confidential or which, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential or proprietary, including, without limitation, product specifications, pricing, data, proposals, business models, marketing plans and strategic plans, customer and employee information, financial information, software, reports or forms of the Disclosing Party. The Party receiving Confidential Information of the other (the “Receiving Party”) agrees to use such Confidential Information solely to perform its respective obligations under this Agreement or as otherwise permitted under this Agreement and will take reasonable measures to avoid unauthorized disclosure or use, including, but not limited to, taking at least those measures it takes to protect its own similar Confidential Information. Each Receiving Party agrees not to disclose any Confidential Information of the Disclosing Party to the Receiving Party’s employees, contractors, agents and professional advisors, except to those that have a need to know such information and who are already legally bound to maintain its confidentiality, or as otherwise permitted under this Agreement. The Parties acknowledge and agree that breach of this Section may cause irreparable harm to a Disclosing Party, entitling the Disclosing Party to seek injunctive relief without requiring the posting of a bond in addition to all legal or equitable remedies available. Confidential Information shall not, however, include any information which (i) is publicly known and is made generally available through no fault of the Receiving Party; (ii) is already in the possession of the Receiving Party without obligation of confidentiality at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s written records; (iii) is obtained by the Receiving Party from a third party without, to Receiving Party’s knowledge, a breach of such third party’s obligations of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to a Disclosing Party’s Confidential Information, as shown by the Receiving Party’s documentary records.
8. Term and Termination
8.1 Term. This Agreement is effective as of the date Developer agrees to this Agreement and shall remain in full force and effect until terminated by either Party in accordance with Section 8.2.
8.2 Termination. Either Party may terminate this Agreement at any time, for any reason or no reason at all, upon notice to the other Party (such notice may be provided to Yext by emailing email@example.com); provided, however, that if Developer has an Application listed in the App Directory, Yext will remove such Application within thirty (30) days of receiving a notice of termination from Developer and this Agreement will be deemed terminated on the date the Application is removed from the App Directory. Upon termination, Developer will: (i) cease all use, operation, support and promotion of the Developer Platform; (ii) disable, remove or otherwise disconnect its integrations into the Developer Platform; and (iii) promptly delete or destroy all Yext Confidential Information (defined above).
8.3 Survival. The following provisions shall survive any termination of this Agreement: Section 2.6(c), Section 4 (“Feedback”), Section 8.2 (“Termination”), this Section 8.3 (“Survival”), Section 9 (“Representations and Warranties”), Section 10 (“Disclaimer”), Section 11 (“Limitation of Liability”), Section 12 (“Indemnification”), and Section 13 (“General Provisions”).
9. Representations and Warranties. Developer represents, warrants and covenants that at all times during the term of this Agreement:
a. the individual accepting this Agreement is authorized to act on behalf of Developer and to bind Developer to this Agreement;
b. Developer has the full power and authority to conduct its business, to enter into this Agreement, and to perform its obligations under this Agreement;
c. Developer has all necessary rights to grant the licenses granted hereunder;
d. Developer’s execution, delivery and performance of this Agreement will not conflict with or violate: (i) any provision of law, rule, regulation, industry guidelines or codes of conduct to which Developer is subject; (ii) any order, judgment or decree applicable to Developer; (iii) any provision of Developer’s organizational documents; or (iv) any agreement or other instrument applicable to Developer; and
e. Developer has not previously had its access to the Developer Platform terminated by Yext.
10. Disclaimer. THE YEXT TECHNOLOGY, THE YEXT MARKS AND ANY OTHER ITEMS OR SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, YEXT MAKES NO, AND DISCLAIMS ALL, WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR OTHERWISE. DEVELOPER ACKNOWLEDGES THAT YEXT DOES NOT WARRANT THAT THE YEXT TECHNOLOGY OR ANY OTHER ITEMS OR SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE YEXT TECHNOLOGY OR ANY SUCH OTHER ITEMS OR SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY DEVELOPER FROM YEXT OR THROUGH THE YEXT WEBSITE OR YEXT TECHNOLOGY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. YEXT’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID AND PAYABLE BY DEVELOPER TO YEXT HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, IF NO FEES APPLY HEREUNDER, $500 U.S. DOLLARS. NOTWITHSTANDING THE FOREGOING, THE ABOVE EXCLUSIONS AND LIMITATIONS ON LIABILITY SHALL NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12 OR ANY DAMAGES ARISING FROM A PARTY’S INTENTIONAL INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY OR TRADE SECRETS.
12.1 Indemnification by Developer. Developer will defend, indemnify, and hold harmless, Yext and its affiliates, and each of its and their respective officers, directors, employees, contractors and agents (collectively, “Yext Indemnitees”) from and against any and all claims, actions, lawsuits and investigations brought by a third party (“Third Party Claims”) and will pay any settlements, awards, fines and reasonable attorney’s fees and expenses and court costs (collectively, “Losses”) associated with such Third Party Claims, in each case to the extent arising from or relating to: (i) Developer’s Applications, products or services, or (ii) Developer’s breach of this Agreement.
12.2 Indemnification by Yext. Yext will defend, indemnify, and hold harmless, Developer and its affiliates, and each of its and their respective officers, directors, employees, contractors and agents (collectively, “Developer Indemnitees”) from and against Third Party Claims and will pay any Losses associated with such Third Party Claims, in each case to the extent arising from or relating to a claim that the Yext Technology (excluding, for the avoidance of doubt, any third party or Developer content, application or other item provided through the Yext Technology) infringes, misappropriates or violates any intellectual property rights of a third party; provided, however, that Yext’s obligations under this Section 12.2 will not apply to the extent the Third Party Claim is caused by: (i) the unauthorized use, alteration, or modification of the Yext Technology by a Developer Indemnitee, (ii) the combination, operation or use of the Yext Technology by Developer Indemnitee with any product, device, software or service not supplied by Yext to the extent the combination creates the infringement, or (iii) Yext’s compliance with Developer’s designs, specifications, requests, or instructions by a Developer Indemnitee to the extent the Third Party Claim is the result of such compliance.
12.3 Indemnity Procedures. A Party seeking indemnification for a Third Party Claim under this Agreement will (i) give the other Party (the “Indemnitor”) written notice of the Third Party Claim promptly; provided, however, that the failure to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual prejudice caused by such failure; and (ii) give the Indemnitor primary control of the defense of the Third Party Claim and negotiations for its settlement. The Indemnitor will have the right to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (a) an unconditional release of the Party seeking indemnity (and all other Developer Indemnitees or Yext Indemnitees, as applicable) from all liability with respect to all claims underlying such Third Party Claim or (b) the prior, written consent of the Party seeking indemnity. The Parties will reasonably cooperate with each other in any such Third Party Claim.
13. General Provisions.
13.1 Waiver. The waiver by either Party of a breach or a default of any provision of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such Party.
13.2 No Agency; Independent Contractors. Nothing contained in this Agreement shall be deemed to imply or constitute either Party as the agent or representative of the other Party, or both Parties as joint venturers or Publishers for any purpose.
13.3 Governing Law and Forum. This Agreement, and any disputes arising directly or indirectly from this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, U.S.A, without regard to its choice of law provisions. Each of the Parties hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York, U.S.A for any such disputes, and hereby irrevocably waive any objections to the laying of venue in such courts.
13.4 Entire Agreement; Amendment. This Agreement (together with any other applicable terms and conditions referenced herein) constitutes the entire agreement between the Parties with regard to the subject matter hereof. Yext may modify the terms of this Agreement at any time without liability, and Developer’s use of the Developer Platform after notice that the terms of this Agreement have changed constitutes its acceptance of the new terms.
13.5 Headings. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
13.6 Assignment. Neither Party shall, without the prior written consent of the other Party, assign or otherwise transfer this Agreement without the other Party’s prior, written consent; provided, however, that no such consent shall be required for a Party to assign or otherwise transfer this Agreement: (i) to any of its affiliates or (ii) in connection with any merger, sale of all or substantially all assets of such Party or its business to which this Agreement relates or other change of control transaction involving such Party; provided that the assigning or transferring Party provides the other Party with notice of such assignment or transfer.