Hitchhikers Program and Site Terms

These Hitchhikers Program and Site Terms (these “Terms”) govern your participation in the Yext Hitchhikers Program or any successor or replacement program(s) thereof (the “Program”) and your access to and use of the Hitchhikers site found at hitchhikers.yext.com or any successor or replacement site(s) thereof (the “Program Site”).  By creating a Program account, participating in the Program or otherwise accessing the Program Site, you acknowledge and agree to these Terms.  You may not participate in the Program or access the Program Site unless you accept and agree to these Terms.  “You” and “your” will refer to you and also, if applicable, to the legal entity for which you work that has executed an agreement with Yext for access to Yext products or will otherwise be accessing the Program, the Program Site or Yext products.  “Yext” refers to Yext, Inc. or such other Yext affiliate that may offer the Program or operate the Program Site in the future.  You and Yext are each referred to herein as a “Party,” and collectively as the “Parties.”

1. Program Terms. Subject to your compliance with these Terms, Yext grants to you a revocable, non-exclusive, non-transferable, limited right to use the Program and Program Site solely for your own non-commercial professional or educational purposes, such as obtaining professional skills and knowledge related to Yext products and connecting with other Program participants.  You may not: (i) copy, modify, prepare derivative works of, decompile or reverse engineer the Program or any Yext products, or any portion of any Program materials, Yext products or the Program Site, (ii) use the Program, Program Site or Yext products to store or transmit any malware, or for any unlawful or fraudulent purpose, (iii) use the Program, Program Site or any Yext products to create or assist a third party in creating a competing product or similar program, (iv) bypass or breach any security device or protection used by the Program, Program Site or any Yext products, (v) access or use the Program, Program site or any Yext products in any manner or for any purpose that infringes or misappropriates or otherwise violates any intellectual property right of any third party or (vi) sell, resell, license, sublicense, distribute, rent or lease any part of the Program, Program Site or any Yext product. The Program, Program Site and the Yext products are owned by Yext, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Yext has the right to terminate or suspend your access to all or part of the Program, Program Site or Yext products for any or no reason, including without limitation, any violation of these Terms.
2. Account and Information Collection. Your submission of content or information to Yext (the “(“User Contributions”) via the Program Site or otherwise in connection with the Program (e.g., via registration or in connection with the Community portion of the Program Site) is governed by the Yext Privacy Policy found at yext.com/privacy-policy/.  You represent and warrant that any User Contributions are, to the best of your knowledge, true and accurate, and that you have all sufficient rights to submit such information.  You acknowledge and agree that certain of your account information, such as your username and Program credentials and achievements, may be viewable by other Program participants and Program Site visitors within the Program Site.
3. Ideas and User Contributions. You may have the opportunity to submit or contribute ideas, comments, requests, suggestions or other content/materials via the Program and/or Program Site relating to Yext products, including via User Contributions (“Ideas”).
   1. Ideas. No Idea, nor any other activity or material available on or through any Program Site, constitutes a promise or undertaking by Yext, including a promise or undertaking to develop, incorporate, implement or take any other action regarding any Idea (or to refrain from doing so). Any unreleased product or service (including any related feature) discussed on any Program Site or elsewhere may not be made available on time or at all, notwithstanding any comments that Yext or its representatives may make (e.g., by adding a status to a feature request). Please note that Yext does not waive any rights with respect to any idea that may be similar or related to any of your Ideas, including any idea previously known to or developed by Yext, or obtained from sources other than you. Yext may elect to develop and market products or services that incorporate, implement or are otherwise related to all or any part of your Idea.
   2. Inventions. You hereby acknowledge and agree that your provision of an Idea does not make you an inventor or contributing inventor to any invention that may arise during any development of any product or service by or on behalf of Yext, including those that incorporate, implement or are otherwise related to all or any part of such Idea (any such invention, an “Invention”). Without limiting the foregoing, to the extent that you are an inventor or contributing inventor to any Invention, or have any other right, title or interest in or to any Invention, you hereby irrevocably assign and agree to assign to Yext all right, title and interest worldwide in and to such Invention (whether currently existing or conceived, created or otherwise developed later), including all intellectual property rights in and to such Invention, effective immediately upon its inception, conception, creation or development. To the extent that any Invention or intellectual property rights in or to any Invention are not assignable, or to the extent that you otherwise retain any right, title or interest in or to any such Invention or intellectual property rights, you: (a) unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind with respect to such rights, against Yext and any user of any Yext product or service; (b) agree, at Yext’s request and expense, to consent to and join in any action to enforce such rights; and (c) hereby grant to Yext a worldwide, royalty-free, fully paid-up, exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify, make, sell, offer to sell, import, use, analyze and exploit (and have others exercise such rights on behalf of Yext) all or any portion of such Invention, in any format or media now known or hereafter developed, and for any purpose. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding any Invention that you may have under any applicable law under any legal theory. You hereby waive and quit claim to Yext any and all claims that you now have or may hereafter have for infringement, misappropriation or other violation of any Invention or intellectual property rights assigned or licensed under these Terms to Yext.
   3. License. Without limiting Section 3(b), to the extent that you have or obtain any proprietary rights that may be infringed, misappropriated, or otherwise violated by the operation of any Program Site, you hereby grant to Yext a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, under such proprietary rights, to operate each Program Site, as it may be modified, updated or upgraded from time to time.
   4. Assistance. You will cooperate with Yext and its designee(s) in applying for, obtaining, perfecting, evidencing, and enforcing Yext’s intellectual property rights in and to any Invention, including executing such written instruments as may be prepared by Yext and doing such other acts as may be reasonably necessary in Yext’s opinion to obtain a patent, register a copyright, or otherwise enforce Yext’s rights in and to such Invention (and you hereby irrevocably appoint Yext and any of its officers and agents as your attorney-in-fact to act for and on your behalf and instead of you, with the same legal force and effect).
   5. Necessary Rights. Without limiting your representations and warranties in these Terms, you represent and warrant that you own or have the rights (including intellectual property rights) necessary to make available your Ideas, to authorize others to use and distribute such Ideas, and to grant the assignments and licenses with respect to such Ideas and any Inventions granted under these Terms. To the extent the legal entity that you agreed to these Terms on behalf of owns or has any right, title or interest in or to any such Ideas or Inventions, you hereby represent and warrant that you are authorized by such legal entity to make available such Ideas and to grant the assignments and licenses with respect to such Ideas and Inventions granted under these Terms.
   6. Yext may (but has no obligation to) monitor, evaluate, alter or remove Ideas, including those made available on or through any private messaging functionality, including for purposes of promoting the security of the Program Site or another Yext product or service, and including to remove any spam message.
4. Community. Your use of the Community portion of the Program Site and any User Contributions thereto are governed by these Terms along with the Community-specific terms found at yext.com/community/tos.
5. Badges and Quizzes. Yext may offer badges, credentials, certifications or similar designations in connection with the Program (each referred to as a “Badge”) related to your demonstrated skill or knowledge regarding Yext products.  Badges may be subject to your successful completion of one or more quizzes, tests, assessments or other tasks, criteria or prerequisites (each a “Quiz”) as determined in Yext’s sole discretion.  Subject to these Terms and your successful completion of the required Quiz(zes), Yext grants to you a revocable, non-exclusive, non-transferable, personal license to use the relevant Badge and associated logo assigned to you for the sole purpose of demonstrating your successful completion of the Quiz.  You may not use a Badge in any way that may: (i) harm the reputation or goodwill or Yext or its affiliates; (ii) imply any affiliation between you or any third party and Yext or its affiliates other than your successful completion of the relevant Quiz(zes); or (iii) otherwise misrepresent in any way the Badge or possession thereof or the nature of the Program.  You acknowledge and agree that a Badge is not in any way a guarantee or warranty that you possess a specific skill or knowledge as it relates to a Yext product or in general and you will not present a Badge as such.  You agree that Yext is the sole and exclusive owner of all right, title and interest to each Badge and you will not take any action inconsistent with Yext’s ownership of the Badge or alter the Badge, as delivered to you by Yext, in any way.  In addition to these Terms, your use of a Badge and any Yext trademarks contained therein are subject to Yext’s trademark and branding guidelines as may be provided by Yext from time to time.  The Yext name, the Yext logo and all related names, logos, product and service names, designs, and slogans are trademarks of Yext or its affiliates or licensors. You must not use such marks without the prior written permission of Yext. All other names, logos, product and service names, designs, and slogans on the Program Site are the trademarks of their respective owners.
6. Access to Products. In the event you gain access to any Yext products or product functionalities in connection with your participation in the Program (whether in sandbox or production environments), you acknowledge and agree that your use of such Products will be governed by, in addition to these Terms the Trial and Beta Account Terms and Conditions found here https://www.yext.com/terms/trial-and-beta-terms-and-condition/.
7. Copyright Infringement. If you believe that any User Contributions violate your copyright, please see our Copyright Policy found here https://www.yext.com/terms/copyright-policy/ for instructions on sending us a notice of copyright infringement. It is the policy of Yext to terminate the user accounts of repeat infringers.
8. Disclaimer and Limitation of Liability. THE PROGRAM AND PROGRAM SITE ARE PROVIDED BY YEXT 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 PROGRAM AND PROGRAM SITE, AND OTHER WEBSITES, DATABASES AND/OR THIRD PARTY PROGRAMS CONTAINED WITHIN THE PROGRAM AND PROGRAM SITE, MAY CONTAIN BUGS, ERRORS, PROBLEMS AND/OR OTHER LIMITATIONS. IN NO EVENT SHALL YEXT OR ITS AFFILIATES BE LIABLE TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF DATA, OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THE PROGRAM, PROGRAM SITE OR YEXT PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF WHETHER YEXT WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. YEXT DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.YEXT WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THESE TERMS ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THESE TERMS, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND YEXT’S CONTROL. YEXT’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM, PROGRAM SITE OR OTHERWISE ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, FIFTY DOLLARS ($50.00).  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.
9. Indemnification. You will defend, indemnify and hold harmless, Yext, it’s third party licensors, and its affiliates, and each of its and their respective officers, directors, members, managers, employees, sublicensees, contractors and agents (collectively, Indemnified Parties”) from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorney’s fees and expenses) arising from and related to: (i) any breach or alleged breach of these Terms by you (including, but not limited to, any representations and warranties made herein); (ii) any violation or alleged violation of any law or regulation arising from or in connection with your participation in the Program or use of the Program Site or Badges; (iii) any User Contributions.
10. Confidentiality. By virtue of these Terms and your participation in the Program, the Parties (including the Parties’ affiliates) 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 (or its affiliates) (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 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 (or its affiliates) receiving Confidential Information of the other (the “Receiving Party”) agrees to use such Confidential Information solely to perform its respective obligations under these Terms 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 and representatives, except to those that have a need to know such information and who are already legally bound to maintain its confidentiality. 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.
11. General Terms.
    1. Relationship of the Parties. Each Party is an independent contractor of the other Party. Nothing herein will constitute a partnership between or joint venture by the Parties, or constitute either Party as the agent of the other.
    2. Export Compliance. You represent and warrant that are not named on any U.S. government denied-party list. You shall not access or use any Yext products, the Program or the Program Site in a U.S. embargoed country or in violation of any U.S. export law or regulation.
    3. Yext reserves the right to update, improve, replace, discontinue, modify or alter the Program and/or the Program Site from time to time.
    4. Governing Law and Forum. These Terms, and any disputes arising directly or indirectly from these Terms, 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.
    5. Entire Agreement; Amendments. These Terms (together with any applicable terms and conditions referenced herein) constitute the entire agreement between the Parties with regard to the subject matter hereof. Yext may modify these Terms at any time without liability, and your participation in the Program and use of the Program Site after notice that the terms of these Terms have changed constitutes your acceptance of the new terms.
    6. Policies. Your participation in the Program and use of the Program Site shall be subject to all applicable Yext policies including, without limitation, the Privacy Policies posted on any applicable website, and any applicable website specification requirements (collectively, “Policies”). The Policies may be modified by Yext at any time. The latest Policies can be found on Yext’s websites. You should review the Policies regularly. By your continued participation in the Program, you agree to all of the associated terms and conditions contained within the Policies effective at that time.
    7. Waiver. The waiver by either Party of a breach or a default of any provision of these Terms 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.
    8. Headings. Captions and headings contained in these Terms have been included for ease of reference and convenience and shall not be considered in interpreting or construing these Terms.
    9. Assignment and Novation. You shall not, without the prior written consent of Yext, assign, transfer, charge, sub-contract or deal in any other manner with all of any of the rights or obligations under these Terms. Any assignment or other transfer in violation of this Section will be null and void.

 

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