Last Updated: June 12, 2017
Yext (“Yext”) offers a variety of products (“Products”) that each include different features. If you subscribe to, are given access to, or purchase for resale a Product listed below, in addition to your agreement with Yext and any and all applicable Professional Services Addendum (Addenda), Subscription Schedule(s) and Statement(s) of Work (the “Master Agreement”), the associated terms apply to your access and use of such Products. Capitalized terms used in the Product Terms and not otherwise defined have the meanings given to such terms in the Master Agreement. “You” and “your” will refer to you and will also refer to the Client or Partner as defined in the relevant Master Agreement. In your Master Agreement, Products may be referred to as “Location Cloud” or “Yext Knowledge Engine.” As applicable, references to “Location Cloud” or “Yext Knowledge Engine” in your Master Agreement will be deemed references to the applicable Product in these Product Terms. In addition, your Master Agreement may refer to the “PowerListings” product. Such references to “PowerListings” will be deemed references to “Listings” in these Product Terms.
1. Relationships with Publishers
a) Yext may add new publishers (“Publishers”) to your subscription to Listings from time to time. If a Publisher that is included in your subscription to Listings is dropped from Yext’s publisher network, or if that Publisher no longer accepts listings from clients that are not small businesses, then such Publisher will no longer be included in your subscription.
b) Publishers that are included in a subscription may incorporate your (and in the case of an agency or reseller, your clients’) location data within their databases and may make the location data available to their respective data clients both during and after the term of the Master Agreement. Notwithstanding anything herein to the contrary, certain features of Listings (for example, synchronization and directory publication) may not apply to data aggregators, submission Publishers, or navigational Publishers.
c) You may be required by certain Publishers to agree to such Publishers’ terms and conditions or other policies regarding use of such Publisher Sites. In such event, if you wish to have your content published on such Publisher’s site, you hereby agree to comply with (and to ensure that all Client Content complies with) all such terms. Upon any actual or alleged failure to comply with such terms, in addition to our other rights and remedies, Yext will have the right to immediately suspend access to that Publisher or suspend provision of the applicable Product subscription(s) until such failure is cured by you and/or, if directed by the Publisher, to terminate the applicable Product subscription(s).
d) Some features may require Yext to access, on your (or in the case of reseller partners or agencies, your clients) behalf, Publisher accounts and, as applicable, to post content to and/or retrieve content from such accounts. By using a feature that requires Yext to access such accounts, you give Yext your consent and authorization to access such accounts and, as applicable, to post content to and retrieve content from such accounts.
e) If you are subscribed to a package for Listings which allows international locations, then the locations purchased for Listings may be located in any country unless prohibited by law. If you are subscribed to a package for Listings which only allows locations in the United States, then the locations purchased for Listings may only be located in the United States of America.
f) If you have purchased Duplicate Suppression, Duplicate Suppression is available no more often than once every three months. Yext makes no guarantee that all duplicate listings will be identified and removed.
2. Yext APIs
In connection with the Products, Yext may offer you access to one or more APIs (collectively the “APIs” each an “API”) including an API that allows you to pull reviews into third-party or in-house services. Use of the APIs is subject to the Master Agreement and to the applicable product terms or other applicable agreements between you and Yext regarding the API(s). Any data or content provided via an API including but not limited to third party content (e.g. reviews) (collectively “API Content”) may not be used other than for your (or in the case of reseller partners or agencies, your clients’) internal analysis. You acknowledge and agree that you are solely responsible for any Product orders placed through an API.
a) You understand and acknowledge that Yext may, at its option, provide certain products, features and services that are in development by Yext and/or not yet made generally available to the public (each a “Beta Product” or a “Beta Service” or a “Beta,” collectively “Beta Products,” or “Beta Services” or “Betas”). Betas are made available on an “AS IS” and “AS AVAILABLE” basis for the sole purpose of evaluating the Beta and providing Yext with feedback on the marketability, quality and usability of the Beta.
b) Yext may discontinue any Beta at any time in Yext’s sole discretion and may never make them generally available. Any feedback that you provide (on your behalf or on behalf of your Clients who have been given access to any Beta) in connection with your use of a Beta may be used, modified and/or incorporated by Yext in its sole discretion, including in its Products and documentation and you grant to Yext a perpetual, irrevocable, worldwide, non-exclusive, royalty free, sublicensable license to Yext to use any and all feedback, comments, and/or suggestions in Yext’s sole discretion with no obligation to you.
c) All non-public information relating to the Betas, including, but not limited to the Beta itself and the fact that you received access to the Beta, is confidential information of Yext (“Yext Confidential Information”). Unless required by applicable law, you will not disclose any of the Yext Confidential Information to any third party without the prior, written approval of Yext. You will not use any of the Yext Confidential Information for any purpose, other than as necessary. You will protect the confidentiality of the Yext Confidential Information using at least the same degree of care as you use for your own highly sensitive confidential information (but in no event less than a reasonable degree of care).
d) In addition to these Product Terms (including but not limited to Section 11 “Disclaimers”), all of the conditions, and restrictions of use relating to Products in your Master Agreement will apply equally to your use and your Clients’ use of a Beta. Betas may be subject to additional terms (e.g. a Beta Schedule) and those terms will control in the case of any conflict with this Section. In addition, Betas will not give rise to an indemnification obligation of Yext’s under the Master Agreement.
e) You agree to defend, indemnify, and hold harmless, Yext, its third party licensors and Publishers, and its affiliates, and each of its and their respective officers, directors, members, managers, employees, sublicensees, contractors and agents (collectively, “Indemnified Parties” each an “Indemnified Party”) from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorney’s fees and expenses) arising from or related to: (i) your use of any Beta (or part thereof); (ii) any violation of any law or regulation arising from or in connection with your use of any Beta; (iii) breach of any provision of these Product Terms and/or the Master Agreement arising out of or in connection with your and/or your Client’s use of any Beta, (each of the foregoing, a “Claim”). Upon written request by Yext, you agree to assume full control of the defense and settlement of the Claim; provided, however, that: (A) Yext reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Claim; and (B) you shall not settle any Claim, or admit to any liability thereunder, without the prior express written consent of Yext. In addition, and regardless of whether (or the extent to which) you participated in the defense and/or settlement of a Claim, you agree to indemnify and hold harmless the Indemnified Parties for and against: (1) any costs and expenses (including without limitation reasonable attorneys’ fees) incurred by each Indemnified Party in the defense of such Claim; and (2) any amounts awarded against, or imposed upon, each Indemnified Party under such Claim, or otherwise paid in settlement of the Claim (including without limitation damages, losses, liabilities, and fines).
4. Emails, Marketing and Third Party Content
a) Email and Marketing
To the extent that Yext provides you with access to a Product and/or Beta that: (1) provides you (or in the case of an agency or reseller, your clients) with the ability to monitor your (or in the case of an agency or reseller, your clients’) customers’ reviews, from participating Publishers, by location; and (2) allows you (or in the case of an agency or reseller, your clients), through Yext, to send review requests to your (or in the case of an agency or reseller, your clients’) customers, you hereby agree that you shall use the Product and/or Beta only in accordance with these Product Terms and the Master Agreement. Access to any such Product and/or Beta is intended for your exclusive use. You may use such Product and/or Beta only in connection with your own (or in the case of an agency or reseller, your clients’) customers concerning locations that are owned and operated by you (or in the case of an agency or reseller, your clients). You may not use any such Product and/or Beta in any way that could potentially harm Yext and/or any third party, or to derive revenue or commercial gain from the use of the Product(s) and/or Beta(s) that offer such functionality.
You represent and warrant that all third party content, including but not limited to customer information and customer lists that you (and in the case of an agency or reseller, your clients directly or indirectly) provide to Yext and any communications you send (and in the case of an agency or reseller, your clients directly or indirectly) arising out of or in connection with your use of the Products, is accurate and up to date and will be in compliance with all laws, rules or regulations including but not limited to 15 U.S.C. §§ 7701-7713 (the CAN-SPAM Act), 47 U.S.C. 227 (the Telephone Consumer Protection Act), Canada’s An Act to Promote the Efficiency and Adaptability of the Canadian Economy by Regulating Certain Activities that Discourage Reliance on Electronic Means of Carrying out Commercial Activities, and to Amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act, SC 2010, c 23 (CASL), Data Protection Directive 95/46/EC, Privacy and Electronic Communications Directive 2002/58/EC and all national laws implementing such Directives and any and all relevant data privacy laws, rules, regulations, codes of practice and best practices (as may be amended, re-enacted or replaced from time to time) (collectively, “Marketing Laws”). You further acknowledge that you are responsible for your own compliance (and in the case of an agency or reseller, your clients’ compliance) with all applicable Marketing Laws in connection with your use of a Product or Beta under this Section, and you represent and warrant that you comply (and in the case of an agency or reseller your clients comply) with all such Marketing Laws. Accordingly, you represent, warrant and covenant that: (i) the customer lists were not created or shared with Yext in a manner that violates applicable Marketing Laws; (ii) each recipient has been given clear and conspicuous notice that his or her e-mail address and/or other contact information can be shared; and (iii) each recipient has given any required consent to receiving commercial e-mail and other forms of communication, including, but not limited to text messages; and (iv) you (or in the case of an agency or reseller your clients) will be considered the sender of any communications under applicable Marketing Laws.
You represent and warrant that you have obtained or procured any and all necessary rights and permissions to grant Yext the right to publish, transmit, display, and host third-party content transmitted by you or on your behalf (and in the case of an agency or reseller transmitted by your clients directly or indirectly) to Yext and to use third party content, in both a personally identifiable form and in a de-identified or aggregate form, to provide the Product and/or Beta to you. You further represent and warrant that you have obtained or procured any and all necessary rights and permissions for Yext to use your third-party content that has been de-identified and/or aggregated with other third-party content for Yext to provide services to you and other entities and for Yext’s own research, development and promotional and advertising purposes.
You will provide (or in the case of an agency or reseller, ensure that your clients provide) Yext with information and updates to customer information or opt-out requests promptly after receiving applicable requests under the Marketing Laws; You will ensure (or in the case of an agency or reseller, ensure that your clients ensure) that any customer lists have been run against the most relevant suppression file operated by the relevant preference service (where available under the applicable laws) and you will not provide(or in the case of an agency or reseller, ensure that your clients do not provide)Yext with any email addresses and/or other contact information, including, but not limited to phone numbers, that have previously opted out of receiving commercial messages from you; and you agree that Yext reserves the right to cap the number of emails and other forms of communication, including, but not limited to text messages, that may be sent using through or in connection with any Product(s) at its sole discretion.
You acknowledge and agree that the advice, opinions, offers, statements, or other information or other user content (e.g. in reviews) are those of their respective authors, and said authors are solely responsible for such reviews and that you are solely responsible for any data and/or content you submit through any Product(s).
For European Customers: You agree that you shall be regarded as the data controller of the personal data of your customers (or in the case of an agency or reseller, your clients will be regarded as the data controller of the personal data of their customers) which may be provided to Yext in connection with the review services. When providing the review services, Yext will act as a data processor in accordance with the applicable Marketing Laws. This entails that Yext must only act on instructions from the data controller in regards to the personal data about the end customers with the exclusive aim of performing the data controller’s obligations on its behalf. Yext will not communicate this personal data to any third parties, without the relevant data controller’s consent. Where you are an agency or reseller, you will ensure that your agreement with your clients contains the appropriate provisions to permit you to process their personal data on their behalf as data processor and to ensure that they have the appropriate consent to subcontract the processing of the personal data to Yext and other sub-processors. Yext shall take appropriate technical and organizational measures necessary to protect the personal information and to comply with the obligations of a data processor under applicable Marketing Laws. At your request, Yext shall, in line with and to the extent provided for in the Marketing Laws, supply you with sufficient information to confirm that the appropriate technical and organizational security measures have been made. Upon termination of the Master Agreement or these Product Terms, Yext shall on your written request (or in the case of an agency or reseller, your clients’ request) return all personal data and copies thereof, or shall destroy all such personal data and copies thereof. Yext is authorized to keep the personal data duly blocked for the purposes of complying with applicable laws, providing the services hereby agreed, or in any case for as long as any responsibility may be derived for them from the Master Agreement or these Product Terms. You agree (or in the case of an agency or reseller shall procure that your clients agree) that Yext may use sub-processors in the provision of any part of the services.
You agree that Yext may compile statistical and other information related to the performance and operation of the related Products under this Section and will use or share with third parties aggregated or de-identified information collected from your customers for research and development purposes and to provide analytics, reports and benchmarking. Yext may also use such aggregated or de-identified information for its own advertising and promotional purposes. Individuals will be informed of this processing of their personal data and of their rights to access, correct, delete their personal data as well as their right to object to the processing of their data for direct marketing purposes.
b) Photos and Videos
Yext may offer features that allow you to link to and share public photos and videos posted on various social media sites (e.g. Instagram). For any photo or video collected via this feature that you display or link to, you hereby represent and warrant to Yext that you have the full legal right, power, and authority to share, display or link to such photo or video. You further represent and warrant that you will not use this feature in a manner that would be: (i) unlawful, or (ii) infringe, violate, or otherwise interfere with any intellectual property right, privacy right, or publicity rights of another party. Yext reserves the right to withdraw your access to this feature at any time and for any reason.
To the extent that you are using your own applications in connection with your use of any Product(s), you agree to comply with all applicable developer terms (e.g. iOS, Android) in connection with your application(s) and any use of the Product(s).
If you have consented to allow Yext to use the Client Content in connection with applications (made available to you by either Yext or a third party) you grant Yext permission to allow Yext or the third party providing the application to access the Client Content as required for the operation of the application. Yext is not responsible for any disclosure, modification or deletion of the Client Content arising out of or in connection with any application.
6. Developer Platform
Yext may provide you with access to certain developer tools via Yext’s Developer Platform (the “Developer Platform”). By accessing services that Yext offers to developers such as APIs, API SDKs, scripts, buttons, widgets, app keys, access tokens and other developer documentation, you agree to be bound by these Product Terms. If you are accessing the Developer Platform on behalf of an organization, you agree (i) that you are agreeing to these Product Terms on behalf of the organization and (ii) that you have the authority to bind the organization to these Product Terms.
7. Health Information
a) Yext’s Products do not involve the transmission or storage of Protected Health Information or Electronic Protected Health Information (collectively “PHI”) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”).
b) You agree that in no event will Yext be deemed a Business Associate as defined by HIPAA and you will take all necessary steps to ensure that Yext is not deemed to be a Business Associate to you or to any of your agents, representatives, clients or end customer(s).
c) You further agree and covenant that (i) neither you nor any third party acting on your behalf will transmit or make available any PHI to Yext or its affiliates or representatives, (ii) if you become aware of any PHI in Yext’s possession or transmitted through or received from Yext’s platform due to your actions or omissions or any actions or omissions of your employees, agents, representatives, clients or end customers, you will immediately notify Yext in writing, and you agree that Yext may immediately and in its sole discretion remove all such PHI from its systems, and (iii) you will immediately inform Yext in writing in the event of, and will provide any information reasonably requested by Yext related to: (A) any event that would require a breach notification under 45 CFR 164.400-414, or any similar state breach notification rule, to any client referred to you by Yext (provided that you will not be required to provide such notification if and to the extent that, in the reasonable determination of its counsel, to do so would be a breach of the HIPAA Rules); (B) any claim, suit or governmental investigation or inquiry related to your obligations as a Business Associate and/or under HIPAA, and (C) any other event that could be reasonably expected to affect your abilities to carry out the obligations of a Business Associate, as set forth in HIPAA.
d) Prohibited Parties – If You are a Partner, You shall not, nor shall you permit anyone else to sell Knowledge Engine: Ultimate (as the product is named now or any time in the future) to, or otherwise use it on behalf of, any heath care service provider and/or any entity or individual (each of the foregoing, a “Prohibited Party”) that may otherwise be subject to the Health Insurance Portability and Accountability Act (“HIPAA”). You will defend, indemnify, and hold harmless the Yext 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 breach of the foregoing obligation. The exclusions and limitations set forth in the “Liability” section of the Master Agreement will not apply with respect to this indemnification obligation. In the event that You breach this Section, Yext reserves the right to, without limiting its other rights and remedies, suspend such Prohibited Parties’ access to Knowledge Engine Ultimate at any time for any reason, or otherwise disable any access to the review generation or review response features. This Section shall survive any expiration or termination of the Master Agreement.
a) If you have purchased Xone, Yext will provide you with one or more Bluetooth® beacons (“Beacons”) for use solely in connection with Xone. You may only (i) deploy Beacons within stores owned or operated by you (or in the case of reseller partners or agencies, stores owned or operated by your clients that are subscribed to Xone) and agreed to by Yext, and (ii) use Beacons and any other aspect of Xone in compliance with applicable documentation and guidelines provided by Yext. You will not reverse engineer or tamper with the Beacons.
b) You are responsible for complying with any Applicable Requirements. “Applicable Requirements” means, collectively, any applicable: (i) laws, rules and regulations, (ii) advertising industry guidelines, such as the Digital Advertising Alliance’s Code of Conduct for Online Behavioral Advertising, currently available at http://www.aboutads.info/principles/ and (iii) terms and conditions or other policies regarding advertising on any third party platforms that are included as part of the Xone Product. Yext is under no obligation to repair or replace any Beacons, nor does Yext make any guarantees that the Beacons will function properly. Because Xone is in beta, Yext may cease offering Xone at any time for any reason.
10. Master Agreement, Access to Special Products and Features
a) If you and Yext have entered into a written Master Agreement with different terms that explicitly apply to any of the above Product(s) and/or features, then such terms will continue to apply to use of the applicable Product and/or feature. A violation of the Product Terms will be considered a material breach of the Master Agreement.
b) If you are granted access to any or all of the following Products: Beta(s), API(s), the Developer Platform, and/or Product(s)/features that allow you to interact with reviews and/or other third party content (“Special Products”), you may not use any of the Special Products in any way that could potentially harm Yext and/or any third party, or to derive revenue or commercial gain from the use of the Special Product(s). In addition, you may only grant third parties access to such Special Products with Yext’s prior written approval and you will be responsible for any such third party’s use of the Special Products. Your use and your Client’s use of the Special Products must comply at all times with the Product Terms, your Master Agreement with Yext, and any other documentation provided by Yext, as may be modified from time to time.
c) Yext may deny requests for access to the Special Products and/or revoke access at any time in Yext’s sole discretion if Yext believes you (or a third party to whom you’ve granted access) are in violation of the Product Terms or your Master Agreement, in letter or in spirit.
a) In addition to any and all disclaimers in your Master Agreement, you agree that Yext is not obligated to provide any maintenance, technical or other support for the Yext API(s), Beta(s), Developer Platform, or other Product(s) except as set forth in your Master Agreement with respect to the Product(s). Furthermore, Betas are not intended for production use and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information. THE SPECIAL PRODUCTS PROVIDED BY YEXT IN CONNECTION WITH THESE PRODUCT TERMS 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. THE YEXT PRODUCTS AND YEXT WEBSITE, AND OTHER WEBSITES, DATABASES AND/OR THIRD PARTY PROGRAMS CONTAINED WITHIN THE PRODUCTS, MAY CONTAIN BUGS, ERRORS, PROBLEMS AND/OR OTHER LIMITATIONS. YEXT HAS NO LIABILITY, WHATSOEVER, TO YOU OR ANY THIRD PARTY, FOR ANY CHANGES MADE TO THE CLIENT CONTENT OR TO YOUR WEBPAGE OR WEBSITE AS A RESULT OF YEXT’S ASSISTANCE IN IMPLEMENTING ANY PRODUCT FEATURES, ANY OTHER PARTY’S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY’S USE OF, OR INABILITY TO USE, YEXT WEBSITES, DATABASES AND/OR PROGRAMS. YEXT DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT ANY OTHER PARTY’S SECURITY METHODS, PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY’S USE OF YEXT’S WEBSITE, DATABASES AND/OR PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. special product(s), except as set forth in your Master Agreement, ARE BEING PROVIDED ON A TRIAL BASIS, FOR EVALUATION PURPOSES ONLY, AND IN NO EVENT SHALL YEXT OR ANY PUBLISHER BE RESPONSIBLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER IN CONNECTION WITH YOUR USE OF THE SPECIAL PRODUCTS, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES ARISING FROM OR RELATING YOUR USE OF THE SPECIAL PRODUCTS, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF YEXT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YEXT WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THESE PRODUCT TERMS OR THE MASTER AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND YEXT’S CONTROL. IN NO EVENT SHALL YEXT’S TOTAL LIABILITY TO YOU UNDER THESE PRODUCT TERMS OR ARISING OUT OF OR RELATED TO YOUR USE OF THE SPECIAL PRODUCTS EXCEED ONE HUNDRED DOLLARS (USD $100.00) IN THE AGGREGATE FOR ANY AND ALL CLAIMS. THE FOREGOING LIMITATIONS OF LIABILITY REFLECT A DELIBERATE AND BARGAINED FOR ALLOCATION OF RISKS BETWEEN YOU AND YEXT. To the extent any liability of Yext cannot be disclaimed, excluded or limited under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law. For the purposes of clarity, to the extent that Yext has previously represented and warranted that the execution and delivery of the Product(s) will not conflict with or violate in any material manner, any applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court of competent jurisdiction, it is acknowledged and agreed that such representation and warranty will apply exclusively to Yext’s provision of the Products to you and will not apply to the delivery and use of the Products to any end user.
b) Yext cannot and does not: (i) guarantee the accuracy, usefulness, or completeness of any third party content (e.g. reviews) or analytic content provided to you by Yext (including when such content is accessed via API; or (ii) endorse, adopt, or accept responsibility for the reliability or accuracy of any third party content. Under no circumstances will Yext be responsible for any loss or damages resulting from your use of any API, Beta and/or the Developer Account including but not limited to any loss or damages resulting from any information or other content made available in a review, or any analytics or any reliance thereupon.
Yext continues to innovate and update our Products and features and as such, these Product Terms may change from time to time. You should check back frequently to ensure that you understand all applicable policies and terms in these Product Terms and any changes hereto. In the event that Yext makes a material change or changes to these Product Terms that adversely impacts your rights under your Master Agreement, Yext will provide notice via email to the contact on file.