Trial and Beta Account Terms and Conditions
(Last Updated, 17 November 2020)
These Terms and Conditions (this “Agreement”) constitute a legal agreement between Yext, Inc., a Delaware corporation (“Yext”, “us” or “we”), and you, or the business by which the individual accepting this Agreement is employed or otherwise engaged if you are entering into this Agreement on behalf of a business (the “Client” or “you”). You 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 you in connection with the Products (as defined below). By clicking a box or link indicating your acceptance, or otherwise accessing or using the Products, you agree to the terms of this Agreement. If you do not agree with the terms of this Agreement, you must not accept this Agreement, and you will not be permitted to use any of the Products or exercise any of the other rights set forth herein.
Yext offers prospective clients temporary access to various products and services (each, a “Product”). This access is granted by Yext solely in connection with your evaluation of the Products and your legitimate business needs. Use of Products are subject to additional technical standards, content rules and other terms and conditions (of both Yext and its Publishers (as defined below) (collectively, the “Product Terms”). The Product Terms are currently located at https://www.yext.com/terms/en-product-terms/, and are incorporated into, and form a part of, this Agreement.
Certain Products may involve distribution of your Client Content (as defined in Section 2.4) and/or other interactions with third parties (the “Publishers”) that own or operate online business directories, search web sites, social media websites, mobile apps or other online properties (the “Publisher Sites”). Yext does not guarantee that any Client Content will be displayed on any Publisher Site, and the appearance and/or location of any Client Content placement may change at any time. IN THE EVENT THAT YEXT DISTRIBUTES ANY CLIENT CONTENT TO PUBLISHERS, YEXT SHALL HAVE NO LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN THE PUBLISHER SITES, FOR ANY DECISION BY A PUBLISHER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY CLIENT, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF THE PRECEDING SENTENCE.
Implementation at Your Request.
Yext may (but is not required to) from time to time, at your reasonable request, assist you with the implementation of certain features that are a part of the Products. This may include interaction with your website and webpages. Yext may also, at Yext’s sole discretion, refer you to a third-party implementation partner who may offer you implementation services related to a Product hereunder. Any such assistance provided by Yext or a third-party implementation partner, at Yext’s discretion, is at your own risk. YEXT SHALL HAVE NO LIABILITY FOR THE AVAILABILITY OF OR ANY CHANGE IN YOUR WEBSITE OR TO ANY CLIENT CONTENT OR OTHERWISE IN CONNECTION WITH SUCH ASSISTANCE.
- Use of the Products.
Right to Use.
Contingent upon Yext accepting your completed registration (which it may accept in its sole discretion) or otherwise upon full execution of a relevant ordering document stipulated by Yext, Yext hereby grants you a limited, revocable, non-exclusive, non-transferable right to access and use the applicable Products to which you have subscribed or otherwise being provided access to solely in connection with your evaluation of such Products and your legitimate business needs. This right will terminate in the event this Agreement is terminated pursuant to Section 3.2 or as set forth in the relevant registration page or ordering document, in which case you will immediately cease any further use of the Products. You are solely responsible for all use of the Products through any of your account(s).
Yext owns and retains all right, title and interest (including all intellectual property rights) in and to the Products, including all aspects of the technology and branding, and any software or other materials developed or created by or on behalf of Yext in connection with the delivery of the Products hereunder. Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Yext trademark displayed as part of the Products or any Yext owned webpage or website without Yext’s prior written permission in each instance. 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. You understand and acknowledge that Yext independently creates applications, content, and other products or services that may be similar to or competitive with any application, software, product and/or service (each an “Application,” collectively “Applications”) you may use in connection with the Products. Nothing in this Agreement will be construed as restricting or preventing Yext from creating and fully exploiting any applications, content, and other items, without any obligation to you.
License to Client Content.
You hereby grant Yext and its affiliates a non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other change of control of Yext’s business), perpetual, irrevocable, unlimited use rights (or a subset of such rights) to use, distribute, copy, publish, syndicate, reformat and update (for example, to improve accuracy and/or standardize formats) any and all business listing and other information or content that is made available by or on behalf of you (“Client Content”) for the purpose of providing you with and improving the Products. To the extent the Product(s) you are accessing involves distribution of Client Content to Publishers (e.g., Listings), Yext may sublicense this right to any Publishers and their affiliates and other online partners in connection with providing the Products. You acknowledge and agree that you will only make available information that you know to be true. Any feedback that you provide in connection with your use of the Products 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.
- Term and Termination.
This Agreement is effective as of the date you register a trial account and shall remain in full force and effect until terminated by either Party in accordance with this Section 3.
Either Party may terminate this Agreement and disconnect some or all of the Products at any time, for any reason (such notice may be provided by emailing email@example.com). Yext may terminate your access to the Products at any time or suspend your access to the Products if: (a) you breach, or if in Yext’s reasonable opinion it believes you have breached this Agreement and/or the Product Terms in letter or in spirit; (b) if Yext is required to do so by law; or (c) if Yext ceases to make the Products available, which it may do, in its discretion, at any time. Yext may also suspend the Products at any time to improve the Products or address technical or security issues with the Products. Upon termination, you will: (i) cease all use, operation, support and promotion of the Products; (ii) disable, remove or otherwise disconnect your integrations into the Products; and (iii) promptly delete or destroy all Yext Confidential Information (defined below).
The following provisions shall survive any termination of this Agreement: Section 2.3 (“Usage Restrictions”), Section 2.4 (“License to Client Content”), this Section 3.3 (“Survival”), Section 4 (“Disclaimer and Limitation of Liability”), Section 5 (“Indemnification”), Section 6 (“Representations and Warranties”), Section 7 (“General Provisions”).
Disclaimer and Limitation of Liability.
THE PRODUCTS PROVIDED BY YEXT 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. 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’S 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. THE PRODUCTS ARE BEING PROVIDED ON A TRIAL BASIS, FOR EVALUATION PURPOSES ONLY, AND IN NO EVENT SHALL YEXT OR ANY YEXT PUBLISHER BE RESPONSIBLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER IN CONNECTION WITH YOUR USE OF THE PRODUCTS OR WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR OTHERWISE, 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 THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND YEXT’S CONTROL. 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.
You will 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”) 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: (a) any breach of the Agreement by you (including, but not limited to, any representations and warranties made herein); (b) any violation of any law or regulation arising from or in connection with your use of the Products; (c) any allegation arising from or relating to any Client Content and/or the conduct of Client’s business, including, but not limited to, any allegation that any Client Content infringes or otherwise violates any trademark, trade name, service mark, copyright, license, trade secret, right of privacy or publicity or other intellectual property or proprietary right of any third party, constitutes false advertising, is defamatory and/or is in violation of any law or regulation; (d) any claim by any third party related to you or your products, services, webpages, websites or business including but not limited to your collection or use of any third party data arising out of or in connection with the Products; and/or (e) any third party dispute with you, including, without limitation, any injury suffered by a third party at your place of business or any other related issue.
Representations and Warranties.
You represent, warrant and covenant that at all times:
- the individual accepting this Agreement is authorized to act on behalf of you and to bind you to this Agreement;
- you have the full power and authority to conduct your business, to enter into this Agreement, and to perform your obligations under this Agreement;
- you have obtained, and grant to Yext and its affiliates, sufficient rights to access and use the Client Content to deliver the Products in accordance with this Agreement;
- your 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 you or your activities are subject; (ii) any order, judgment or decree applicable to you; (iii) any provision of your organizational documents; or (iv) any agreement or other instrument applicable to you;
- you will comply with all applicable federal, state and local laws, rules, regulations, court orders, judgments and decrees; and
- you have not previously had access to a Product which has been terminated by Yext.
- General Provisions.
By virtue of this Agreement, 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 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 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; (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; or (v) is part of the Client Content.
Your use of the Products shall be subject to all applicable Yext policies including, without limitation, the Privacy Policies posted on any Web Site on which your listings are published, and any applicable Web Site 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 a Product subscription, you agree to all of the associated terms and conditions contained within the Policies effective at that time.
- 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.
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 ventures of Publishers for any purpose.
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.
Notwithstanding the foregoing paragraph, if you have a registered address in Europe, then this Agreement, and any disputes directly or indirectly arising from or relating to this Agreement, will be governed by and construed in accordance with the laws of Switzerland, without regard to principles of conflicts of law. The application of the UN Convention on Contracts for International Sale of Goods is expressly excluded. In the event you have a registered address in Europe, the Parties hereby consent and agree to the exclusive jurisdiction of the courts of Geneva, Switzerland, for all suits, actions or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the jurisdiction of such courts in any suits, actions or proceedings arising out of or relating to this Agreement.
Entire Agreement; Amendment.
This Agreement (together with any 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 your use of the Products after notice that the terms of this Agreement have changed constitutes your acceptance of the new terms.
- 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.
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 this Agreement.