Trial and Beta Account Terms and Conditions

(Last Updated August 31, 2017)

These Terms and Conditions (this “Agreement”) is 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, 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.

1. Products
   1. Product Subscriptions. Yext offers prospective clients and/or developers 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, your legitimate business needs and/or for the development of applications as described further herein. 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) (collective, the “Product Terms”). The Product Terms are currently located at https://www.yext.com/pdf/product_terms.pdf, and are incorporated into, and form a part of, this Agreement.
   2. Publishers. Certain Products may involve distribution of your 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 web sites, mobile apps or other online properties (the “Publisher Sites”). Yext does not guarantee that any content will be displayed on any Publisher Site, and the appearance and/or location of any 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.
   3. 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. Any such assistance provided by Yext at Yext’s discretion and is at the 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.
2. Use of the Products.
   1. Right to Use. Yext hereby grants you a limited, non-exclusive, non-transferable right to access and use the Products to which you have subscribed to solely in connection with your evaluation of the Products and/or solely in connection with your legitimate business needs and for the development of application, software, product and/or service (each an “Application”, collectively “Applications”) that will enhance user experience with Yext. This right will terminate in the event this Agreement is terminated pursuant to Section 3.2, 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).
   2. Proprietary Rights. 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 the 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 your Application. 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.
   3. Usage Restrictions. Your use of the Products is limited solely to those rights granted in Section 2.1. You will not (a) use the Products other than as described in this Agreement; (b) copy, prepare derivative works of, decompile or reverse engineer any Product, or any portion of any Product; (c) use any Product to store or transmit any malware, spyware, adware, or any other malicious programs or code; (d) sell, resell, license, sublicense, distribute, rent or lease any Product or the Developer Account or any access thereto or derive revenues from the use or provision of the Products, whether for direct commercial or monetary gain or otherwise; (e) attempt to cloak or conceal your identity or your application’s identity when requesting authorization to use the Products; (f) use the Products in a manner that adversely impacts the stability of Yext’s servers or adversely impacts the behavior of other applications; (g) give any third party access to the Products without Yext’s prior written approval in each instance; (h) make any representations about your use of the Products and/or any and all applications developed in connection with your use of the Products that are false or misleading; (i) mislead, confuse, or surprise users (e. any application developed in connection with your use of the Products should be transparent in terms of its functionality and should obtain all necessary and appropriate user consent including but not limited to any consent to store or share user’s content or data); or (j) state or imply any endorsement by Yext of you or your Applications developed in connection with the Products. In addition, you will not remove any trademark, copyright, or other proprietary rights notices which appears on the Products. In addition, you will not use the Products for any unlawful or fraudulent purpose including, but not limited to: (i) impersonating any person or entity, (ii) harvesting or collecting any personal information in violation of applicable law or (iii) promoting any product, service or business that is unethical, obscene or in violation of any applicable law or regulation. If your use of the Products collects data or information about other users, you agree that such data will be collected, processed, transmitted, maintained, stored and used in compliance with all applicable laws, industry standard security practices, and your publicly posted and clearly available privacy policy that is at least as stringent as Yext’s privacy policy, as may be amended by Yext from time to time.
   4. License to Client Content. You hereby grant Yext 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 for any and all purposes (“Client Content”). Yext may sublicense this right to any Publishers and other online partners. This license will survive any termination or expiration of this Agreement. you acknowledge and agree that you will only make available information that it knows 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.
3. Term and Termination.
   1. Term. 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.
   2. Termination. 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 support@yext.com). Yext may terminate the Developer Account at any time or suspend your access to the Developer Account 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 cease to make the Developer Account available, which it may do, in its discretion, at any time. Yext may also suspend the Developer Account 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 Developer Account; (ii) disable, remove or otherwise disconnect your integrations into the Developer Account; and (iii) promptly delete or destroy all Yext Confidential Information (defined below).
   3. Survival. 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”).
4. 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 THE 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. 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.
5. Indemnification. 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, 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 Developer Account; 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.
6. Representations and Warranties. You represent, warrant and covenant that at all times.
   1. the individual accepting this Agreement is authorized to act on behalf of you and to bind you to this Agreement;
   2. you have the full power and authority to conduct your business, to enter into this Agreement, and to perform your obligations under this Agreement;
   3. you have obtained, and grant to Yext, sufficient rights to access and use the Client Content to deliver the Products in accordance with this Agreement;
   4. 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;
   5. you will comply with all applicable federal, state and local laws, rules, regulations, court orders, judgments and decrees; and
   6. you have not previously had a Developer Account which has been terminated by Yext.
7. General Provisions.
   1. Confidentiality. All non-public information relating to the Products, are 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 for you to perform its obligations under this Agreement. 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).
   2. Policies. 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.
   3. 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.
   4. 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.  
   5. 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.
   6. 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.
   7. 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.
   8. Costs, Expenses and Attorneys’ Fees. If either Party commences any action or proceeding against the other Party to enforce or interpret this Agreement, the prevailing Party in such action or proceeding shall be entitled to recover from the other Party the actual costs, expenses and reasonable attorneys’ fees (including all related costs and expenses), incurred by such prevailing Party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
   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 this Agreement.