Product Terms
Last Updated: April 2021
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 described below, in addition to your agreement with Yext and any and all Subscription Schedule(s) and Statement(s) of Work or similar ordering document(s) (collectively, the “Master Agreement”), the associated terms herein apply to your access and use of such Products. Capitalized terms used in these 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 (or similar term referring to the legal entity subscribing or being given access to Products) as defined in the relevant Master Agreement. In the event of a conflict between these Product Terms and the Master Agreement, unless otherwise specified herein, the terms of the Master Agreement will control.
1. Communications sent by You via the Products
To the extent that Yext provides you with access to a Product that allows you (or in the case of an agency or reseller, your clients), through Yext, to send email or other communications (e.g., review requests) to your customers, you agree not to send any unsolicited, commercial communications (e.g., “spam”). Further, you acknowledge that you are responsible for your own compliance (and in the case of an agency or reseller, your clients’ compliance) with all Applicable Laws[1] in connection with your use of any Product, and you represent and warrant that you comply (and in the case of an agency or reseller, your clients comply) with all such Applicable Laws. As part of Applicable Laws, we specifically draw your attention to any sector-specific rules (including confidentiality obligations), or ethical and/or professional codes which may apply to your profession or area of activity. Accordingly, and notwithstanding any representation or warranty disclaimer in the Master Agreement, you represent, warrant and covenant that: (i) all applicable customer and/or email lists were created and/or shared with Yext in a manner that complies with Applicable Laws; (ii) each recipient of applicable communications has been given clear and conspicuous notice prior to the collection of his or her email address and/or other contact information that such information may be shared; and (iii) each recipient of applicable communications has given any required consent to receiving commercial email and other forms of communication, including, but not limited to SMS/text messages and any other forms of commercial electronic messages defined in any Applicable Laws; and (iv) you (or in the case of an agency or reseller, your clients) will be considered the sender of any such communications under Applicable Laws. 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) a breach of Applicable Laws; (b) your (or in the case of an agency or reseller, your clients’) breach of your obligations in this Section; or (c) any communication(s) sent by you (or in the case of an agency or reseller, your clients) via the Products. The exclusions and limitations set forth in the “Liability” section of the Master Agreement will not apply with respect to the foregoing obligation. 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 in connection with any Product(s) at its sole discretion.
2. Privacy Law Compliance
Where GDPR or another Applicable Law applies, for example, POPIA, you agree that you shall be regarded as the controller of the personal data of: (i) your employees to the extent such information is provided to Yext for publication as part of Listings, Events or search (or in the case of an agency or reseller, your clients will be regarded as the controller of the personal data of their employees) and (ii) your end customers (or in the case of an agency or reseller, your clients will be regarded as the controller of the personal data of their end customers) which may be provided to Yext or processed on your behalf by Yext in connection with Reviews features or other Products such as Listings, Events, Search, Knowledge Tags and Pages. When processing any personal data in connection with (a) Listings or Events, (b) the relevant Reviews features and/or (c) other Products such as Search, Knowledge Tags and Pages (including in respect of any cookies or tracking technologies which form part of the Product functionality for analytics purposes), Yext will act as a processor in accordance with the Applicable Laws and you agree that Yext’s Data Processing Agreement, which is available at www.yext.com/terms/dpa, shall form part of the Master Agreement. This entails that Yext must only act on documented instructions from the relevant controller, as set out in the Master Agreement and these Product Terms, as it relates to your employees and your end customers’ personal data with the aim of processing such personal data on behalf of the controller. Yext will not communicate this personal data to any third parties without the relevant 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 you have the appropriate consent to subcontract the processing of their personal data to Yext and other sub-processors. Yext will not collect, sell, retain, use, or disclose the personal data/information for any purpose other than for the specific purpose of performing the Products or services specified in the Master Agreement or as otherwise permitted by law.
Where Australian laws apply, you must ensure that you comply with the Australian Privacy Act, or in the case of any agency or reseller, you must ensure that your clients comply with the Australian Privacy Act. Yext will only collect, use and disclose personal information in accordance with your documented instructions as set out in the Master Agreement and these Product Terms. Yext will not communicate this personal information to any third parties without your 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 collect, use and disclose their personal information and to ensure that you have the appropriate consent to subcontract the processing of their personal information to Yext and other sub-processors.
3. Use of Cookies with the Products
To the extent that Yext provides you with access to a Product (e.g., in connection with Search, Knowledge Tags or Pages) that allows Yext or you (or in the case of an agency or reseller, your clients), through Yext or the Product functionality (e.g., Conversion Tracking), to use cookies, pixel tags or similar technologies, you agree to comply with and are responsible for your own compliance (and in the case of an agency or reseller, your clients’ compliance) with all Applicable Laws in all respects in connection with your use of such Product, and you represent and warrant that you comply (and in the case of an agency or reseller, your clients comply) with all such Applicable Laws, including without limitation all transparency and consent requirements under section 5 of the FTC Act, the CCPA, the ePrivacy Directive (and applicable national legislation) and GDPR relating to the use of cookies and such technologies, the Australian Privacy Act and the Australian Spam Act. If applicable, you agree to list Yext in the detailed cookie notice on your website together with information about how visitors to your website can withdraw their consent to such technologies. You shall provide Yext with all information reasonably necessary to demonstrate compliance with Applicable Laws. 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) a breach of Applicable Laws or (b) your (or in the case of an agency or reseller, your clients’) breach of your obligations in this Section. The exclusions and limitations set forth in the “Liability” (or similar) section of the Master Agreement will not apply with respect to the foregoing obligation.
4. Health Information (Applicable to US Clients)
Unless you are a Covered Entity or Business Associate subject to the Health Insurance Portability and Accountability Act (“HIPAA”) and have entered into a HIPAA Business Associate Agreement with Yext, the following terms apply:
- Yext’s Products do not involve the transmission or storage of Protected Health Information or Electronic Protected Health Information (collectively “PHI”) as defined by HIPAA.
- 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).
- 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.
- Prohibited Parties – If you are a Partner or reseller of Products, you shall not, nor shall you permit anyone else to sell Knowledge Engine: Ultimate (or any subsequent Product that includes review generation or review response features) to, or otherwise use it on behalf of, any heath care service provider and/or any entity or individual that may otherwise be subject to HIPAA (each of the foregoing, a “Prohibited Party”). 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 your obligations in this Section. In the event that you breach this Section, Yext reserves the right to, without limiting its other rights and remedies, suspend any Prohibited Parties’ access to Knowledge Engine: Ultimate (or any other relevant Products) at any time for any reason, or otherwise disable any access to the review generation or review response features (or any other features that could potentially introduce PHI into the Products). This Section shall survive any expiration or termination of the Master Agreement.
5. Additional Terms
- Your access to the “Yelp MEC” or “Yelp MEC (Conditional on Yelp Paid Relationship)” Product (each referred to as the “Yelp MEC Product” herein)is conditioned upon your paid relationship with Yelp. To the extent that you or Yelp notify Yext that your paid relationship with Yelp has ended, Yext may immediately disable your access to the Yelp MEC Product.
- To the extent you have access to or use Google Maps or the Google Maps API via the Products, you are bound by the Google Maps/Google Earth Additional Terms of Service (currently found at https://maps.google.com/help/terms_maps.html) and the Google Privacy Policy (currently found at https://policies.google.com/privacy?hl=en&gl=us).
- To the extent that you have access to and/or use certain Product features that allow you to use or search YouTube via the YouTube API services, you agree to be bound by the YouTube Terms of Service (currently found at https://www.youtube.com/t/terms) and the Google Privacy Policy (currently found at http://www.google.com/policies/privacy).
6. Changes
Yext continues to innovate and update its 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.