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Terms and Conditions

Partner Terms and Conditions
(last updated March 7, 2016)

These Partner Terms and Conditions (this “Agreement”) is a legal agreement between the party designated in Section 8(j) of this Agreement (“Yext”, “us” or “we”), and the business by which the individual accepting this Agreement is employed or otherwise engaged (the “Partner” or “you”). Yext and Partner 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 the Partner in connection with the Products (as defined below) for which Partner has purchased for resale. By clicking a box indicating your acceptance, by entering into a written agreement with Yext that references this Agreement, or by making a purchase over the phone, 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 resell or access the Products or exercise any of the other rights set forth herein.

1. Partner.

a. Definitions. For purposes of this Agreement, “Products” means subscriptions to the products and services purchased by Partner in accordance with this Agreement.

b. Grant. Yext hereby grants Partner a nonexclusive right to purchase Products for resale to Partner’s clients (“Clients”) through a Partner portal or another means that is mutually agreed by the parties (the “Portal”) during the Term of, and subject to, this Agreement; provided, however, that Partner is not permitted to purchase Products for resale to any prospective Client that owns or operates twenty-five (25) or more business locations (an “Enterprise”). If Partner purchase Products for an Enterprise in violation of the preceding sentence, in addition to any other available remedies, Yext may immediately suspend the provision of some or all Products until the issue is resolved.

c. Restrictions. Partner is solely responsible for all use of the Portal through any of its account(s). Partner will not and will not permit any Client to: (i) copy, prepare derivative works of, decompile or reverse engineer the Portal or any Product, or any portion of any of the foregoing, (ii) use the Portal or Products to create a competing product, or (iii) use the Portal or Products to store or transmit any malware or for any unlawful or fraudulent purpose. Except as expressly permitted herein, Partner will not and will not permit any Client to: sell, resell, license, sublicense, distribute, rent or lease the Portal or Products. Partner shall not be permitted to appoint any subdistributor to resell any Products.

d. Branding. Partner will sell the Products to its Clients under such branding as may be determined by Partner in its sole discretion. While it is understood and agreed by Yext that Partner has no obligation or requirement whatsoever to include Yext branding on any of its products, services, marketing or sales materials, in cases where Partner chooses to use Yext branding, Partner must follow Yext’s brand and marketing guidelines as may be provided by Yext from time to time.

e. Operational Matters. Orders for Products (including the purchase of additional locations or agreement to a minimum commitment) under this Agreement will be transmitted to Yext through the Portal (or another means that is mutually agreed to by the Parties). Once an order has been placed, any purchased Product subscriptions are non-cancellable and non-refundable during the applicable subscription period. Yext will handle Client account set-up within the Products and other operational matters necessary for Yext to deliver the Products; provided, however, that Partner will be solely responsible for servicing its Clients, including all billing to and collections from its Clients for Products. Yext has no obligation to participate in any dispute between the Partner and its Client concerning a billing or other dispute. Partner will be solely responsible for communication, correspondence, and interaction with Clients relating to the Products unless the Client or Partner request interaction with Yext in which case Yext may, in its sole discretion, accommodate the request. Yext may cancel the Product subscription purchased by Partner for a Client if: (i) such Client is subscribed to a partial set of Publishers or features that are substantially less than the then-current complete set of features or Publishers and such Client attempts to purchase the Product through Yext or another partner of Yext that includes the then-current complete package of Publishers or features and Partner has been notified by Yext of such partial or substantially diminished Product offering prior to cancellation; or (ii) such Client otherwise elects to no longer receive the Product through Partner and Yext has notified Partner of such election. In the event of such cancellation, Yext will provide Partner with a refund of any unused prepaid Fees paid to Yext for the Product subscriptions that were cancelled.

f. No Use of Partner’s Client List. Yext will not use the list of Clients to which Partner has resold the Product as a lead list for Yext’s marketing of any products or services. For the avoidance of doubt, Yext is free to market its products and services to any prospects (including prospects that may be Clients) based on call lists and any other criteria derived independently from the Partner’s list of Clients provided to Yext under this Agreement.

g. Demo Account Access. Partner will provide Yext with demonstration account access to any Client-accessible platform leveraging the Products during the Term of this Agreement so Yext may review Client’s platform for compliance with this Agreement.

h. Yext Data. Each Client that purchases the Products will be provided with access to certain statistics and other data associated with such Products (“Yext Data”). All Yext Data is owned by Yext and/or its Publisher partners, and shall not be used by Partner other than in the provision of the Yext Data to its Clients as contemplated by this Agreement.

i. Contractual Relationships with Clients. Partner (and not Yext) will contract with Clients with regard to Products sold under this Agreement. Partner will sell Products to its Clients pursuant to terms and conditions that:

(i) expressly disclaim any express and implied warranties by Yext (or by Partner’s third party providers generally), and exclude all liability of Yext (or by Partner’s third party providers generally), to the fullest extent permitted under applicable law (for the avoidance of doubt, the foregoing does not limit the warranties made by Yext to Partner in this Agreement);

(ii) provide for the grant of a license to Yext to use and distribute the Client Content (as defined below) in connection with the provision of products and services to Client and to Yext’s other customers and to grant Yext the right to grant to its Publisher partners nonexclusive, perpetual, irrevocable, royalty-free, unlimited use rights with respect to the Client Content, including, but not limited to, rights to publish and syndicate such Client Content. “Client Content” means any and all business listings and other content that is provided by or on behalf of Client in connection with its use of the Products;

(iii) require Clients to provide Client Content that Client owns or otherwise has all rights and permissions necessary to grant all relevant rights and permissions to Yext and its Publisher partners with respect to such Client Content;

(iv) name Yext (or Partner’s third party provider providing the Products) as the source of record for Client’s business listing information; and

(v) include provisions pursuant to which the Client waives any right to bring or participate in a class action litigation with respect to the Products and name Yext (or Partner’s third party providers generally) as an intended third party beneficiary with respect to such class action waiver.

Upon request, Partner will provide Yext with a copy of such terms and conditions.
j. Additional Disclaimers. In addition to the foregoing, Partner acknowledges and agrees, and shall ensure that its Client’s acknowledge and agree that: (i) Certain Products may involve the distribution of Client Content 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”); (ii) all Client Content shall be subject to the Publishers’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies; (iii) Yext does not guarantee that any Client Content will be displayed on any Publisher Site; and (iv) the appearance and/or location of any Client Content may change at any time. Partner further acknowledges and agrees, and shall ensure that its Client’s acknowledge and agree, that YEXT SHALL HAVE NO LIABILITY FOR ANY PUBLISHER SITES, INCLUDING THEIR AVAILABILITY 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 (ii), (iii) OR (iv) OF THE PRECEDING SENTENCE.

k. Marketing and Sale of the Products and Exercise of Rights. In marketing the Products and otherwise exercising the rights granted pursuant to this Agreement, Partner will not: (i) make any representations about any of the Products that are inconsistent with, or in addition to, any term of this Agreement or any marketing materials supplied or approved in writing by Yext; (ii) engage in any deceptive, misleading or unethical practices; (iii) use Yext’s name, logo and other designations for any purpose except as provided in this Agreement; or (iv) violate any applicable law, rule or regulation. Partner will have sole discretion over the prices charged to its Clients for Products.

l. Sales and Product Training. Prior to reselling the Products to any Client, Yext will provide, and Partner may be required to successfully complete, sales and service training to Partner sales representatives, account managers, and other mutually agreed employees of Partner. Partner will make all such Partner personnel available for such training and will participate in additional sales and service training sessions throughout the Term of this Agreement, as needed for additional groups of employees or in response to new aspects of the Products.

m. Updates and Additional Terms. Yext reserves the right to update, improve, replace, discontinue, modify or alter the specifications for or functionality of the Products from time to time. Partner agrees that its, and its Clients’, use of and access to certain Products are subject to the “Product Terms” currently located at http://www.yext.com/pdf/product_terms.pdf, and are incorporated into, and form a part of, this Agreement. Partner will not make any Products available under any terms that are contrary to or inconsistent with the Product Terms.

n. Clients that are Associated with an Enterprise. For the avoidance of doubt, Partner may resell Products to a Client that is not itself an Enterprise, but that is a franchisee of or otherwise associated with an Enterprise. By way of example, Partner may resell Products to a Client that owns or operates fewer than twenty-five (25) franchise store locations of a national chain Enterprise. In such cases, Partner acknowledges and agrees that the applicable Enterprise may eventually purchase Products for that Client from Yext, in which case: (i) account access for the Products that the Enterprise has purchased for that Client will be transferred from Partner to the Enterprise and (ii) Partner will no longer be charged for those Products and will receive a credit for any unused portion of the Product subscription that Partner purchased for the applicable Client.

o. Client Content Requirements. Partner will provide the Client Content in the form and format as set forth on Appendix A.

p. Reservation of Rights. Yext owns and retains all right, title and interest (including any intellectual property rights) in and to the Portal and Products, including all aspects of the technology, and any software or other materials developed or created by or on behalf of Yext in connection with delivery of the Products hereunder. All rights not expressly granted to Partner under this Agreement are reserved to Yext.

2. Financial Terms.

a. Product Fees. By registering as a reseller partner of Yext, Partner agrees to the fee and payment terms described herein and/or during the online registration process (“Fees”). Fees do not include any taxes, levies, duties or similar governmental assessments (“Taxes”). Partner is responsible for paying any Taxes associated with its purchases hereunder. All Fees are non-cancellable and non-refundable, even if this Agreement is terminated or any Client ceases doing business with Partner.

b. Payment. Partner will provide Yext with a valid credit card number upon registration for becoming a Partner. Partner hereby warrants and represents that it has the authority to provide such credit card information to Yext and shall be responsible for all charges made thereto. Yext will bill Partner’s credit card in advance of each Billing Period (as defined below) for the Fees incurred for such Billing Period, as well as for any outstanding balances. Partner’s “Billing Period” will be specified by Yext at the time of registration, though Yext reserves the right to change the term of future Billing Periods at any time. Any and all late payments shall accrue interest at the rate of one and one half percent (1.5%) per month (or the highest rate permitted by law, whichever is less). In addition, Partner is responsible for paying any reasonable expenses and attorneys’ fees that Yext incurs in connection with collecting late amounts. If any amount owed by Partner under this Agreement is overdue, Yext may, without limiting our other rights and remedies, accelerate Partner’s unpaid fee obligations so that all such obligations become immediately due and payable, and suspend Partner’s access to the Products until such amounts are paid in full. Notwithstanding the termination provisions set forth in Section 3(b), if a Partner’s access to the Products has been suspended for a period of seven (7) days or more for an overdue payment pursuant to the preceding sentence, then Yext may, upon notice to Partner, immediately terminate this Agreement and cancel Partner’s account.

c. Automatic Renewal. YEXT WILL AUTOMATICALLY RENEW EACH OF PARTNER’S PRODUCT SUBSCRIPTIONS AND CHARGE PARTNER’S CREDIT CARD IN ADVANCE OF EACH BILLING PERIOD FOR SUCH RENEWAL, SO LONG AS SUCH SUBSCRIPTION HAS NOT BEEN CANCELLED. Partner acknowledges that the amount billed each Billing Period may vary for reasons such as promotional rates no longer being applied, changes in Partner’s subscription (for example, changes in the number of locations under Partner’s subscription) or other reasons; and Partner authorizes Yext to charge its credit card for such varying amounts. Yext may also periodically preauthorize Partner’s credit card in anticipation of account or related charges

3. Term and Termination.

a. Term. This Agreement is effective as of the date Partner first registers as a reseller partner of Yext and shall remain in full force and effect until all subscriptions hereunder have expired or until terminated by either Party in accordance with this Section 3.

b. Termination. Unless the Parties have agreed to a minimum commitment, either Party may terminate this Agreement at any time for convenience upon notice to the other Party (which may be provided by cancelling your account through the Portal or by email). If the Parties have agreed to a minimum commitment, either Party may terminate this Agreement upon fifteen (15) days prior, written notice to the other Party (which may be provided by email) if the other Party commits a material breach of this Agreement; provided, however, that this Agreement will not terminate if the other Party cures such breach by the end of the fifteen (15) day period. In the event of a “Change of Control” (as defined below) of Partner, Partner will notify Yext in writing (which may be provided by email) within the first thirty (30) days of such Change of Control occurring. “Change of Control” means (a) any person or group of persons acting in concert becomes the beneficial owner, directly or indirectly, of 20% or more of the voting shares of Partner, and/or (b) a sale of all or substantially all of Partner’s assets. Any existing Product subscriptions at the time of termination or expiration of this Agreement shall remain in place until the then-current term of such subscriptions expire or terminate according to their applicable terms.

c. Survival. The following provisions shall survive any expiration or termination of this Agreement: Section 1(c) (“Restrictions”), Section 2 (“Financial Terms”) (with respect to any Fees incurred prior to the effective date of such expiration or termination), this Section 3(c) (“Survival”), Section 4 (“Representations and Warranties; Disclaimer”), Section 5 (“Indemnity”), Section 6 (“Liability”) and Section 7 (“Miscellaneous”), and any sections or appendices referenced in any of the foregoing sections.

4. Representations and Warranties; Disclaimer. Partner represents, warrants and covenants that at all times during the term of this Agreement:

a. the individual accepting this Agreement is authorized to act on behalf of Partner and to bind Partner to this Agreement;

b. it has the full power and authority to conduct its business, to enter into this Agreement, and to perform its obligations under this Agreement;

c. its execution, delivery and performance of this Agreement will not conflict with or violate: (i) any provision of law, rule or regulation to which it is subject; (ii) any order, judgment or decree applicable to it; (iii) any provision of its organizational documents; or (iv) any agreement or other instrument applicable to it;

d. it will comply with all applicable federal, state/provincial/territorial and local laws, rules, regulations, court orders, judgments and decrees; and

5. Indemnity. Partner will defend, indemnify, and hold harmless, Yext, its third party licensors, Publishers and other third party providers, and its affiliates and subsidiaries, 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 Partner (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 any of Partner’s subscriptions; (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 Client or other third party related to Partner or Partner’s products, services, webpages, websites or business; (e) any third party dispute with Partner or any Client, including, without limitation, any injury suffered by a third party at Partner’s or any Client’s place of business or any other related issue; and/or (f) any failure by Partner to bind the Client to the terms and conditions that comply with Section 1(i).
6. 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 AND CONDITIONS (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, ORAL OR OTHERWISE. THE 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 PARTNER OR ANY THIRD PARTY, FOR ANY CHANGES MADE TO THE CLIENT CONTENT OR TO PARTNER’S OR THE CLIENT’S WEBPAGE OR WEBSITE AS A RESULT OF YEXT’S ASSISTANCE IN IMPLEMENTING ANY PRODUCT OR SERVICE 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 AND CONDITIONS, 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. IN NO EVENT SHALL YEXT OR ANY OF ITS PUBLISHERS OR OTHER THIRD PARTY PROVIDERS BE RESPONSIBLE FOR ANY 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. IN ADDITION, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, YEXT’S MAXIMUM LIABILITY FOR ALL CLAIMS IN THE AGGREGATE ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY PARTNER TO YEXT DURING THE ONE (1) MONTH PERIOD PRECEDING THE DATE ON WHICH SUCH CLAIM ARISES. 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.

7. Confidentiality. By virtue of this Agreement, the Parties 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 (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 and pricing. The Party 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 agents, except to those that have a need to know such information and who are already legally bound to maintain its confidentiality. 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 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 written records; or (v) is part of any Client Content.

8. General Provisions.

a. Promotional Materials. During the term of this Agreement, Yext may use Partner’s name and logo for the purpose of referring to Partner as a Yext partner on Yext’s website and in its other promotional materials.

b. Policies. Client’s participation in any subscription and Partner’s sale of any subscription shall be subject to all applicable policies including, without limitation, the privacy policies and terms and conditions posted on any web site on which Client listings are published, and any applicable web site specification requirements (collectively, “Policies”). The latest Policies can be found on the applicable Publisher Sites. Partner should review the Policies regularly.

c. Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision, the affected Party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

d. 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.

e. 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 venturers or partners for any purpose.

f. Arbitration and Class Action Waiver. PARTNER AGREES THAT ALL DISPUTES BETWEEN PARTNER AND YEXT (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO PARTNER’S RELATIONSHIP WITH YEXT, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THIS AGREEMENT AND PARTNER’S OR CLIENT’S USE AND/OR SALE OF THE PRODUCTS, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S COMMERCIAL ARBITRATION RULES. ARBITRATION WILL BE HELD IN NEW YORK, NY OR ANY OTHER LOCATION THAT THE PARTIES AGREE TO. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the Party initiating the arbitration must mail a copy of the completed form to the opposing Party. Partner may send a copy to Yext at the following address: Yext, Inc., Attn: Legal Department, 1 Madison Avenue, 5th Floor, New York, NY 10010. In the event Yext initiates an arbitration against Partner, it will send a copy of the completed form to the physical address we have on file associated with Partner’s account. As an alternative to arbitration, Partner may bring a claim in a local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. Partner may bring claims only on its own behalf. Neither Partner nor Yext will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. PARTNER IS GIVING UP ITS RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM IT MAY HAVE AGAINST YEXT INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. Partner also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another partner’s account, if Yext is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Yext or Partner can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement.

g. 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. If for any reason a claim proceeds in court rather than in arbitration, each of the Parties hereby waive any right to a jury trial and irrevocably consent and submit 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.

h. Entire Agreement; Amendment. This Agreement (together with any other 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 Partner’s use, purchase, or resale of the Products after notice that the terms of this Agreement have changed constitutes Partner’s acceptance of the new terms. Any written agreements entered into between the Parties shall be in addition to the terms set forth herein unless such written agreement includes express language that terminates, amends or supersedes this Agreement.

i. Assignment. Partner shall not, without the prior written consent of Yext, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Yext may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

j. Contracting Party. The party that Partner is contracting with under this Agreement is Yext, Inc. a Delaware corporation.

Appendix A

Client Content and Requirements

1. Required Content Submission.

Partner will provide the following required Client Content (the “Required Content”) to create each Client location so that Yext may provide the Products. Further, Partner agrees that while any Client is an active subscriber through Partner, Partner will periodically review the Required Content for accuracy and will update the Required Content as necessary and as soon as possible upon identification of any deficiency.

1. Business Name

2. Categories

3. Address

4. City

5. State

6. Zip

7. Phone *

8. Featured message

* If the phone number is a tracked phone number, Partner must provide a local phone number in addition to the tracked phone number.

In the event that Partner fails to populate any of the Required Content fields set forth above, Yext shall have the right to populate such data field(s) with relevant data, using its reasonable discretion.

2. Additional Content Submission.

In addition to the Required Content, Partner will provide additional Client Content (the “Additional Content”), including all of the Client Content below, where available for each Client location submitted through the Products. An explanation of all fields and related Client Content for both the Required Content and the Additional Content is provided through the Product documentation and interface.

1. Business description

2. Business hours

3. Display Address (ex. “2nd Floor of Shopping Mall”)

4. Suppress Street Address (flag)

5. Additional Phone Numbers

6. Website URL

7. Website Display URL

8. Payment methods

9. Contact emails

10. Business logo

11. Photos

12. YouTube video URL

13. Twitter handle

14. Facebook page URL

15. List of products & services

16. Calendar information

17. Staff bios

18. Menus

Partner will work to integrate the Required Content and Additional Content into its process and workflows to ensure ongoing submissions and delivery. Both the Required Content and Additional Content fields are subject to change with prior notice to Partner by Yext.

3. Data Integrity.

Partner agrees that it will not directly, or on behalf of Clients, upload or submit any Client Content which is inaccurate, abusive, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful. Yext maintains the right to remove or alter any submission that does not conform to appropriate data and content posting standards in the sole discretion of Yext.