Yext App Directory User Agreement
Last Updated: September 10, 2020
This Yext App Directory User Agreement (this “Agreement”) is a legal agreement between Yext, Inc., a Delaware corporation (“Yext”, “we” or “us”), and the business by which the individual accepting this Agreement is employed or otherwise engaged (“you”). You and Yext may 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 you in connection with your use of or access to the Yext App Directory (the “App Directory”). The App Directory is an online directory of web-based applications (each, an “Application”) that interoperate with the Yext Knowledge Graph product.
By clicking the “Authorize” button, or by visiting the App Directory, you agree that your access and use of the App Directory is governed by the legally binding terms and conditions set forth herein. For purposes of clarification, if you have previously agreed, or in the future agree, to any terms and conditions (e.g. a Master Subscription Agreement, Subscription Schedule, etc.) regarding the purchase of Yext products, those terms and conditions, along with the Yext Product Terms, shall apply to your access to and use of the applicable products set forth therein.
ACCESS TO APP DIRECTORY
We reserve the right to remove or discontinue all or a portion of the App Directory (including, without limitation, any Application) at any time, with or without notice, in our sole discretion. We can choose which Third-Party Applications to promote, and we can also choose how we want to promote them, if at all. Provision of the App Directory does not mean we endorse, support or warrant any Third-Party Application provider (“Third-Party Provider”). We are not responsible for any Third-Party Application, any errors or other failures of any Third-Party Application, or for any agreements, acts, omissions or practices (including, but not limited to, privacy practices) of any Third-Party Provider.
INSTALLATION AND USE OF APPLICATIONS
Your use of specific Applications will be governed by the terms and conditions presented to you during the installation or authorization process or as otherwise required by us or a Third-Party Provider (“App Terms”). Please read those terms carefully before accepting them. If the Application is a Yext-Developed Application, you may contact us with any questions about those terms. If the Application is provided by a Third-Party Provider, then you should contact that Third-Party Provider directly with any questions about those terms. We are not bound by, and we have no obligation with respect to, any Third-Party Provider’s terms. You agree that you will not attempt to copy, prepare derivative works of, modify, disassemble, decompile or reverse engineer any part of the App Directory or any Application.
YEXT DEVELOPED APPLICATIONS
Yext may develop its own Applications in order to provide you with access to third-party websites and/or services that interoperate with the Yext Knowledge Manager platform (each, a “Yext Developed Application”). If you use a Yext Developed Application, in addition to any rights granted in the applicable App Terms, you grant us, our Affiliates (as defined below) and any applicable third parties whose websites and/or services connect to such Yext Developed Application (“Connected Third Parties”), a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, and non-exclusive license to perform, display and use any data and other content you (or any end users accessing the Yext Developed Application through you) submit or make available through the Yext Developed Application for the purposes of: (i) providing the Yext Developed Application and the products and services of the applicable Connected Third Parties, (ii) using such data and content on an internal basis for product improvement purposes, and (iii) generating aggregated data which does not identify you and using such aggregated data for our business purposes. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
ACCESS TO YOUR DATA BY THIRD-PARTY APPLICATION PROVIDERS
Access or use of an Application that is provided by a Third-Party Provider (“Third-Party Application”) may transmit your data outside of Yext’s systems during normal use, and the providers of those applications may be able to obtain access to your data in Yext’s systems through a Yext application programming interface (“API”), and you hereby authorize Yext to provide such access. Such access may result in the disclosure, modification or deletion of your data by those Third-Party Providers or their Applications. Further, the Third-Party Providers and its agents and partners may collect and use, data pertaining to your configuration and use of their Application. We are not responsible for any transmission, collection, disclosure, modification, use or deletion of your data, as described in this paragraph, by or through Third-Party Applications or Third-Party Providers. For information on how a Third-Party Provider may use your data through a Third-Party Application, please review their App Terms or contact the Third-Party Provider directly.
INTELLECTUAL PROPERTY RIGHTS
Subject to the licenses granted herein, each Party and each Third-Party Provider shall maintain all rights, title and interest in and to all of its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “IP Rights”). The rights granted to you under this Agreement do not convey any additional rights in the Applications, App Directory, Yext’s or the Third-Party Providers’ additional products or services, or in any IP Rights associated therewith. Subject only to the limited rights as expressly stated herein, all rights, title and interest in and to the Applications, App Directory, Yext’s or the Third-Party Providers’ additional products or services, and all hardware, software and other components used therewith, including all related IP Rights, will remain with and belong exclusively to the respective owners. Yext shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Applications and App Directory or otherwise use any suggestions, enhancement requests, recommendations or other feedback it receives from you.
The Third-Party Applications and the third-party content are the sole responsibility of the respective Third-Party Providers. We are not responsible for any Third-Party Applications or third-party content, whether or not we reviewed or moderated such Third-Party Applications or third-party content. You agree that you bear all risks associated with using or relying on any Applications and any content provided through the App Directory. We do not in any way warrant the accuracy, reliability, completeness, usefulness, non-infringement, or quality of any Applications or content provided through the App Directory, regardless of who originated that content (including our employees, partners, Affiliates or moderators). THE APP DIRECTORY, ANY APPLICATIONS 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, WE MAKE NO, AND DISCLAIM 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. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE APP DIRECTORY, ANY APPLICATIONS OR ANY OTHER ITEMS OR SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE APP DIRECTORY, ANY APPLICATIONS OR ANY SUCH OTHER ITEMS OR SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM US OR THROUGH THE APP DIRECTORY OR ANY APPLICATION SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL YEXT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APP DIRECTORY OR ANY APPLICATION OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE APP DIRECTORY OR ANY APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU IN THOSE CASES. In no event shall Yext’s total liability to you for all damages (other than as may be required by applicable law) exceed the amount of fifty dollars ($50.00).
You agree to indemnify and hold us and our Affiliates, and each of our respective officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of or related to: (i) data or other content you submit to or publish on the App Directory or any Application, (ii) your use of the App Directory or any Application, and (iii) your violation of this Agreement or of any rights of a third-party.
If any provision of this Agreement is held by a court to be invalid or unenforceable, then that provision shall be construed, as nearly as possible, to reflect its intentions, with all other provisions remaining in full force and effect. Our failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless agreed to by us in writing. This Agreement comprises the entire agreement between you and us and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and us regarding the subject matter contained herein. There are no third-party beneficiaries to this Agreement. You may not assign your rights or obligations under this Agreement, whether by operation of law or otherwise, without our prior written consent. 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.
CHANGES TO TERMS
We may change the terms of this Agreement from time to time. You should check periodically for changes to these terms.
QUESTIONS AND COMMENTS
If you have questions or comments about this Agreement or the App Directory, please visit www.yext.com/about/contact/.