Location Scan App Terms and Conditions | Yext

Location Scan App Terms and Conditions

(Last Updated 2016)

Yext, Inc. (Yext, us, or we) offers the Location Scan application (the App) to you through a variety of Internet-enabled devices, including smart phones and tablets (collectively, Devices). We provide the App to you subject to the following Terms and Conditions. If we make any changes to the Terms and Conditions, we will ask you to agree to the new Terms and Conditions. If you use the App after agreeing to the amended Terms and Conditions, you will be deemed to have agreed to the amended Terms and Conditions. If you do not agree to any of these terms, then please do not access or use the App.

BY ACCESSING AND USING THE APP, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS AND THE TERMS OF OUR PRIVACY POLICY, WHICH IS HEREBY INCORPORATED BY REFERENCE (COLLECTIVELY, THIS AGREEMENT); AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY, OR IF ON BEHALF OF A COMPANY ENTERING INTO THIS AGREEMENT (EACH A COMPANY), TO BIND THAT COMPANY TO THE TERMS OF THIS AGREEMENT.

If we make any changes to the Agreement, we will ask you to agree to the amended Agreement. Capitalized terms not defined in these Terms and Conditions shall have the meaning set forth in our Privacy Policy.

1. Limited License.

The App is available for individuals aged 18 years or older. Subject to your compliance with all of the terms and conditions of this Agreement, and in consideration of your promises reflected herein, we grant to you a revocable, personal, non-exclusive, non-assignable, and non-transferable license to access and use the App solely as permitted under this Agreement (the “License“). Yext and its affiliates and licensors reserve all rights not expressly granted to you in this Agreement.

2. General Restrictions.

You agree to not:

use the App for any unlawful purpose;
modify, translate, adapt or otherwise create derivative works or improvements of the App;
reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the App or any part thereof;
remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the App, including any copy thereof;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the App or any features or functionality of the App, to any third party for any reason;
access or use the App to collect any market research for a competing business;
cover, obscure, block, or in any way interfere with any features or functionality of the App;
take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
interfere with or attempt to interrupt the proper operation of the App through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the App through hacking, password or data mining, or any other means.

We may revoke or terminate the License granted above in our sole discretion at any time and may discontinue, terminate, suspend, or shut down the App at any time and for any or no reason. Upon termination, you must cease all use of the App and delete all copies of the App that you may have downloaded to the Devices.

3. Intellectual Property.

The App contains material, such as text, graphics, images, and other material provided by or on behalf of Yext (collectively, the Content). The Content presented to you as part of the App may be owned by us or by third parties and is protected by intellectual property rights under both United States and foreign laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. The trademarks, service marks, and logos (collectively, Marks) used and displayed on the App are owned by Yext and/or its third party partners. Nothing on the App should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Marks.

Elements of the App are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated, in whole or in part, by any means, including but not limited to the use of framing or mirrors.

4. Communicating With Us.

With respect to any communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation to you.

5. Open Source.

The App may contain or be provided together with certain open source software. Each individual open source software is subject to its own applicable license terms, which can be found here. Copyrights to the open source software are held by the respective copyright holders indicated therein.

6. Third Party Materials.

The App may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or contain links to third party websites or may otherwise allow you to gain access to third party websites (Third Party Materials). The Third Party Materials and the links thereto are provided solely as a convenience to you and not as an endorsement by us of the Third Party Materials. The Third Party Materials are developed and provided by others. You should contact the site administrator or webmaster for any third party websites if you have any concerns regarding such links or any content located on such third party websites. We are not responsible for the Third Party Materials and do not make any representations regarding the content or accuracy of such Third Party Materials. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access or use the Third Party Materials, you do so at your own risk.

7. No Warranties; Limitation of Liability

YOU AGREE THAT YOUR USE OF THE APP IS AT YOUR OWN RISK.

THE APP IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

IN NO EVENT SHALL WE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY LOST PROFITS, LOSS OF GOODWILL, OR SIMILAR DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE APP, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY, OR IN FACT KNEW, OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL YEXT'S LIABILITY TO YOU (OR ANY THIRD PARTY CLAIMING RIGHTS THROUGH YOU) FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).

8. Indemnification.

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, agents, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement and/or your access to, use, or misuse of the App. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

9. Digital Millennium Copyright Act.

We respect the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the Act) for the receipt of any notification of claimed infringement which may be given under that Act is as follows:

Yext, Inc.

Attention: Legal

1 Madison Avenue, 5th Floor

New York, NY 10010

Email to: legal@yext.com

If you believe that one of our users, through the use of the App, copied your work in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including: (i) a description of the copyrighted work that you believe has been infringed; (ii) a description of the location of the material that you believe is infringing the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

We shall, in appropriate circumstances, terminate the accounts of third party users who are repeat infringers of intellectual property rights.

10. Data Charges and Devices.

You are responsible for any charges, including for text-messaging and data, that you may incur for using your Devices in connection with the App. Under no circumstances will we be liable for any charges you incur for using your mobile phone in connection with the App.

11. Terms Required by Apple.

To the extent that you have downloaded this App from the Apple App Store, the following terms shall also apply to you:

This Agreement is between you and Yext, and not with Apple.
You must comply with the Usage Rules set forth in the Apple App Store Terms of Use.
You shall only use the App on any iPhone or iPod touch that you own or control and that is permitted by the Usage Rules set forth in the App Store Terms of Service.
Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
Apple will have no warranty obligation whatsoever with respect to the App.
Apple is not responsible for addressing any of your claims or any third party claims relating to the App or your possession and/or use of that App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
Intellectual Property Rights: Apple will not be responsible for the investigation, defense, settlement and discharge of any intellectual property infringement claim.
Third Party Beneficiary: Apple, and Apple's subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the App, Apple will have the right (and will be deemed to have accepted the right) to enforce the App against you as a third party beneficiary thereof.

12. Miscellaneous.

The App and this Agreement, and any disputes arising directly or indirectly from the App or 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. You 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.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE APP MUST BE COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

The App may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the App to, or make the App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the App available outside the US.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect.

The following provisions will survive any expiration or termination of this Agreement: Intellectual Property, Communications With Us, No Warranties; Limitation of Liability, Indemnification, and Miscellaneous.

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.