Yext Search Engine Benchmark Terms
Last Updated: October 1, 2022
These Yext Search Engine Benchmark Terms (these “Terms”) constitute 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 Search Engine Benchmark Data (the “Benchmark Data”).
By requesting access to the Benchmark Data, you agree that your use of such Benchmark Data is governed by the legally binding terms and conditions set forth herein.
ACCESS TO AND USE OF BENCHMARK DATA
By giving you access to the Benchmark Data, Yext grants you a limited, non-transferable, non-exclusive, license to access and use the Benchmark Data solely for your internal business purposes.
By accessing the Benchmark Data you agree not to:
- sell, disclose, or distribute the Benchmark Data to any third party; or
- alter, modify, improve, reverse engineer, interfere, disassemble or decompile the Benchmark Data.
We reserve the right to amend, remove, or discontinue access to the Benchmark Data at any time, with or without notice, in our sole discretion.
INTELLECTUAL PROPERTY RIGHTS
Yext and/or its suppliers own all right, title and interest in and to the Benchmark Data including all worldwide intellectual property rights therein. The rights granted to you under this Agreement do not convey any rights in any additional products or services, or in any intellectual property rights associated therewith. Yext shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to use any suggestions, enhancement requests, recommendations or other feedback it receives from you in any manner whatsoever.
To the extent you access the Benchmark Data via a third-party website, such third-party website and all third-party content included therein is the sole responsibility of the owner of such website. We are not responsible for any third-party websites or third-party content. You agree that you bear all risks associated with using or relying on the Benchmark Data. We do not in any way warrant the accuracy, reliability, completeness, usefulness, non-infringement, or quality of the Benchmark Data, regardless of who originated that content (including our employees, partners, affiliates or moderators).
THE BENCHMARK DATA IS 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 BENCHMARK DATA 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 BENCHMARK DATA.
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 BENCHMARK DATA, 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 US 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) your use of the Benchmark Data, and (ii) your violation of these Terms or of any rights of a third-party.
If any provision of these Terms 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 these Terms will not constitute a waiver of such right or provision unless agreed to by us in writing. These Terms 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 these Terms. You may not assign your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. These Terms, and any disputes arising directly or indirectly from these Terms or from your use of the Benchmark Data, 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 Party 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
Yext reserves the right to make changes to these Terms at any time, with or without notice to you. The new terms will take effect immediately upon posting and apply to your continued use of the Benchmark Data. Yext further reserves the right to require additional terms and conditions, or require you to enter into additional agreements, prior to providing you with access to the Benchmark Data.
QUESTIONS AND COMMENTS
If you have questions or comments about these Terms or the Benchmark Data you may email firstname.lastname@example.org.