Listing Sync Pro Powered by Yext

(“Yext Agreement” or “Yext Terms and Condition”)

Where Vendasta Technologies, Inc. (“Vendasta”) and the Partner have entered into a certain Partner Agreement, pursuant to which Vendasta makes its Platform and Solutions as set out in the Partner Agreement to the Partner for sale to its customers (“Customers”).

Both Vendasta and Partner acknowledge and agree Vendasta’s Platform offers Yext Products (as defined below) provided by Yext; and the Partner has small business partners for whom the Partner would like to purchase Yext Products, and Vendasta wishes to sell the Yext Products to the Partner, all subject to and in accordance with the terms and conditions of this Yext Agreement (hereinafter referred to as either “Yext Agreement” or the “Yext Terms and Conditions”).

  1.     Yext Product Subscriptions and Key Terms.

1.1.  Customer. Customer means the Partner’s Customers with whom the Partner has entered into contracts. regarding the Products supplied by Vendasta.

1.2. Customer Content. Customer Content means all location data and other information or content that is made available to the Partner by or on behalf of Customer in connection with its or the Partner’s use of the Products.

1.3.  Subscription Schedules. Yext offers various products and services (each, “Yext Product”) via Vendasta. The Partner agrees to purchase, and Vendasta agrees to make available from Yext, the Yext Products identified in one or more separate, written schedules that are entered into by both Vendasta and the Partner and reference this Yext Agreement found in the Subscription Schedule attached hereto as Appendix A.

1.4. Publishers. The Partner acknowledges and agrees, and shall ensure that its Customers acknowledge and agree that (i) Certain Yext Products may involve distribution of Customer Content, including but not limited to business listing information (e.g. store location, hours of operation, and contact information) 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”). The Partner further acknowledges and agrees that (ii) all Customer 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 Customer Content will be displayed on any Publisher Site and (iv) the appearance and/or location of any Customer Content placement may change at any time.

  1.     Payment.

2.1. Fees. For each Yext Product subscription, the Partner Partner will pay Vendasta the applicable fees, and in accordance with the payment terms, set forth on the applicable Subscription Schedule. If Vendasta, in its sole discretion, agrees to accept credit card payment, the credit card provided by Partner shall be charged on the date that any applicable fees are incurred. Fees do not include any taxes, levies, duties or similar governmental assessments (“Taxes”). The Partner is responsible for paying all such Taxes. Except as expressly set forth herein, all Fees are non-cancellable and non-refundable, even if this Yext Agreement is terminated or any Customer ceases doing business with the Partner.

2.2.   Late Payment. Late payments will bear interest at the rate of 1.5% of the outstanding balance per month or the maximum amount permitted by law, if lower. If any amount owing by the Partner is overdue, Vendasta may, without limiting its other rights and remedies, suspend the Partner’s access to Product(s) until such amounts are paid in full or terminate this Yext Agreement pursuant to Section 3.2.

  1.       Cancellation

3.1.   Term. The Services will begin on the Addendum Effective Date and will continue for 12 months (the “the Initial Term”) thereafter, unless earlier terminated in accordance with the provisions of this Addendum or the Partner Agreement. Upon expiration of the Initial Term, these Terms will automatically renew for additional, successive 12 months terms (each, a “Renewal Term”) unless, at least ninety (90) days before the end of the then-current term, either Vendasta or Partner provide written notice of non-renewal to the other, provided the Partner must pay all the fees pursuant to this Addendum. The Initial Term and all Renewal Terms, if any, are referred to as the “Term”.

3.2.   Cancellation. Yext may cancel the Product subscription purchased by the Partner for a Customer if: (i) such Customer 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 Customer 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 Customer 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 credit for any unused prepaid Fees paid to Yext for the Product subscriptions that were cancelled.

3.3.   Termination. Vendasta may terminate any Yext Subscription Schedule immediately following any failure to pay any amounts due under this Yext Agreement (including any and all Subscription Schedule(s)), or upon notice to the Partner if Vendasta or Yext reasonably believe that the Partner is engaging in any business or conduct that may be illegal, fraudulent, tortious, or it is determined in good faith that termination is necessary to comply with obligations to Publishers following a breach of this Yext Agreement by the Partner.

3.4.   Effects of Termination. Upon expiration or termination of the Yext Agreement for any reason: (a) any amounts owed to Vendasta under this Yext Agreement including any Subscription Schedule(s) before such termination will be immediately due and payable; (b) Vendasta reserves the rights in its sole discretion to disable all access, by the Partner and its Customers, to the Yext Products, using any lawful means, including, but not limited to those that disable Partner’s and Customer’s access automatically with the passage of time; (c) the Partner and the Partner’s Customers shall immediately cease any and all use of the Yext Products; and (d) the Partner and the Partner’s Customers shall remove all references to Yext from its websites and marketing materials and shall cease identifying itself as a Yext partner or as a reseller of Yext’s Products.”

  1.     Yext Products.

4.1.   Partner’s Use.

  1.      Subject to and conditioned on the Partner’s payment of the fees and compliance and performance in accordance with all other terms and conditions of this Yext Agreement, Partner is hereby granted a limited, non-exclusive, non-transferable (except as permitted under Section 12.2 (“Assignment”)) right to purchase Products during the term of each applicable Subscription Schedule in accordance with the Yext Agreement (i) for resale to Customers through the Vendasta platform or another means that is mutually agreed by the parties (the “Portal”) during the Term of, and subject to, this Yext Agreement; and (ii) for use by the Partner on behalf of its Customers with respect to its Customers’ locations only.
  2.      The Partner is solely responsible and liable for all use of the Portal through any of its account(s), including but not limited to all use by its Customers. The Partner agrees that it shall take commercially reasonable measures (which shall be no less stringent than those it uses to protect the Partner’s similar information) to safeguard all information related to the access and use of the Yext Products, including (but not limited to) login information, account passwords and API keys, if applicable. If the Partner becomes aware of any unauthorized access of any of its accounts, it shall immediately notify Vendasta in writing and shall work cooperatively with Vendasta to resolve problems related to unauthorized access. The Partner agrees that all Partner’s use of Customer Content shall comply with the Partner’s publicly posted privacy policy that is at least as stringent as Vendasta’s privacy policy that is posted as of the Effective Date.
  3.     The Partner is not permitted to appoint subdistributors to resell Yext Products under this Yext Agreement.

4.2.   Restrictions on the Partner’s Use.

  1.      The Partner is not permitted to purchase Yext Products for resale to, or otherwise use any Yext Products for or on behalf of, any prospective Customer that owns or operates twenty-five (25) or more business locations (an “Yext Enterprise”). If the Partner purchases Yext Products for an Yext 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. The Partner will have sole discretion over the fees charged to its Customers for Yext Products.
  2.       Except as expressly provided in this Yext Agreement or any applicable Subscription Schedule, the Partner will not and will not permit any Customer to: (i) copy, modify, prepare derivative works of, decompile or reverse engineer any Product, the Portal, or any portion of any of the Yext Products, (ii) use the Yext Products or the Portal to store or transmit any malware, or for any unlawful or fraudulent purpose, (iii) use the Products or the Portal to create or assist a third party in creating a competing product, (iv) sell, resell, license, sublicense, distribute, rent or lease the Portal or any Yext Product, (v) bypass or breach any security device or protection used by the Yext Products, or (vi) access or use the Yext Products in any manner or for any purpose that infringes or misappropriates or otherwise violates any intellectual property right of any third party.
  3.        In marketing the Yext Products and otherwise exercising the rights granted pursuant to this Yext Agreement, the Partner will not: (i) make any representations about any of the Yext Products that are inconsistent with, or in addition to, any term of this Yext 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 Yext Agreement; or (iv) violate any applicable law, rule or regulation. The Partner will have sole discretion over the fees charged to its Customers for Yext Products.
  4.       The Partner is permitted to purchase Yext Products for locations within the United States only.

4.3.   Proprietary Rights. Yext owns and retains all right, title and interest (including all intellectual property rights) in and to the Yext Products, including all aspects of the technology and branding, and any software or other materials including without limitation any analytics, reports or aggregated, anonymized data developed or created by or on behalf of Yext in connection with delivery of the Yext Products hereunder. Nothing in this Yext Agreement grants any right, title or interest in or to (including any license under) any intellectual property rights in or relating to, the Yext Products, whether expressly, by implication, estoppel or otherwise.

  1.     Customer Content and the Partner Customer List.

5.1.   Yext’s Use of Customer Content. The Partner acknowledges and agrees, and shall ensure that its Customers acknowledge and agree that that if Yext identifies any Customer Content that is inaccurate or contains errors (e.g. the incorrect spelling of a city name or a wrong zip code), or non-compliance with a Publisher’s formatting guidelines (e.g. use of unsupported special characters), Yext and/or Vendasta may (but is not required to), in addition to its other available rights and remedies, modify the Customer Content to render it true.

  1.        The Partner acknowledges that various Yext Products involve the provision of Customer Content to Publishers for use and publication, and that such Publishers may require nonexclusive, perpetual, irrevocable, royalty-free, unlimited use rights (or a subset of such rights) with respect to such Customer Content, including, but not limited to, rights to publish and syndicate such Customer Content.
  2.       The Partner acknowledges and agrees, and shall ensure that its Customers acknowledge and agree that the Partner grants Yext and its affiliates and each applicable Publisher a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute the Customer Content.

5.2.   No Use of the Partner’s Customer List. Yext will not use the list of Customers to which Partner has resold the Yext 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 Customers) based on call lists and any other criteria derived independently from the Partner’s list of Customers provided to Yext under this Yext Agreement.

  1.     Operational Matters.

6.1.   Product Orders. Orders for Yext Products (including the purchase of additional locations) under this Yext Agreement will be transmitted to Yext through the Vendasta Platform (or another means that is mutually agreed to by the Parties). Once an order has been placed, any purchased Yext Product subscriptions are non-cancellable and non-refundable. The Partner will handle Customer account set-up within the Yext Products and other operational matters necessary to deliver the Yext Products; provided, however, that the Partner will be solely responsible for servicing its Customers including providing any and all support to Customers and all billing to and collections from its Customers for Yext Products. Neither Vendasta or Yext has any obligation to participate in any dispute between the Partner and its Customer concerning a billing or other dispute. The Partner will be solely responsible for communication, correspondence, and interaction with Customers relating to the Yext Products and will work with Vendasta’s Support team in any disputes.

6.2.   Updates and Additional Terms. Yext reserves the right to update, improve, replace, modify or alter the specifications for or functionality of the Yext Products from time to time. The Partner agrees that its, and its Customers’, use of and access to certain Yext Products are subject to the “Product Terms” currently located at http://www.yext.com/terms/en-product-terms/, and are incorporated into, and form a part of, this Yext Agreement. The Partner will not make any Yext Products available under any terms that are contrary to or inconsistent with the Product Terms. The Parties acknowledge that the Product Terms may be updated from time to time.

6.3.   Branding and Sale of the Products and Exercise of Rights. The Partner will have sole discretion over the fees charged to its Customers for Yext Products. The Partner will sell the Yext Products to its Customers under such branding as may be determined by the Partner in its sole discretion. While it is understood and agreed by Yext that the Partner has no obligation or requirement whatsoever to include Yext branding on any of its products, services, marketing or sales materials, in cases where the Partner chooses to use Yext branding, the Partner is granted a non-exclusive, nontransferable, non-sublicensable, revocable license to use the Yext trademarks, service marks, trade names, logos and designs (the “Yext Marks”), subject to this Yext Agreement and solely in accordance with Yext’s brand and marketing guidelines as may be provided by Yext from time to time. The Partner may use the Yext Marks only as necessary for the Partner’s performance under the Yext Agreement and as specifically approved by Yext in writing. The Partner will not: (i) challenge or assist others in challenging Yext’s rights in the Yext Marks; (ii) take any action inconsistent with Yext’s ownership of the Yext Marks; and (iii) register any domain names that are identical to or confusingly similar to the Yext Marks.

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

6.5.   Customers that are Associated with an Yext Enterprise. For the avoidance of doubt, the Partner may resell Yext Products to a Customer that is not itself an Yext Enterprise, but that is a franchisee of or otherwise associated with an Yext Enterprise. By way of example, the Partner may resell Yext Products to a Customer that owns or operates fewer than twenty-five (25) franchise store locations of a national chain Yext Enterprise. In such cases, The Partner acknowledges and agrees that the applicable Yext Enterprise may eventually purchase Yext Products for that Customer from Yext, in which case: (i) account access for the Products that the Yext Enterprise has purchased for that Customer will be transferred from Partner to the Yext 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 Customer.

  1.     Contractual Relationships with Customers. The Partner (and not Vendasta or Yext) will contract with Customers regarding the Yext Products sold under this Yext Agreement. Upon request, the Partner will provide a copy of its terms and conditions. The Partner is responsible for ensuring that its terms and conditions:
    1. expressly disclaim any express and implied warranties by Yext (or by the Partner’s third party providers generally), and exclude all liability of Yext or Vendasta (or by the 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 or Vendasta to the Partner in this Yext Agreement);
    2. provide for the grant of a license to Yext and/or Vendasta to use and distribute the Customer Content (as defined below) in connection with the provision of products and services. Specifically, Customer grants Yext and/or Vendasta and its (their) affiliates and each applicable Publisher a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute the Customer Content for any and all purposes;
    3. require Customers to provide Customer Content that Customer 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 Customer Content; and
    4. include provisions pursuant to which the Customer waives any right to bring or participate in a class action litigation with respect to the Yext Products and name Yext and/or Vendasta (or the Partner’s third party providers generally) as an intended third party beneficiary with respect to such class action waiver.
  1.     Representations, Warranties and Covenants; Disclaimer.

8.1.   Representations, Warranties and Covenants. Each Party represents, warrants and covenants that as of the Effective Date and at all times during the term of this Yext Agreement: (i) this Yext Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Yext Agreement; and (ii) it has all corporate authority required to enter into this Yext Agreement. The Partner represents, warrants and covenants that as of the Effective Date and at all times during the term of this Yext Agreement it has obtained, and grants to Yext, sufficient rights to access and use Customer Content to deliver the Products in accordance with this Yext Agreement.

8.2.   Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1 (“REPRESENTATIONS, WARRANTIES AND COVENANTS”) AND IN SECTION 2.1 (“FEES”), ALL PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE YEXT PRODUCTS OR THIS YEXT AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, COMPLIANCE WITH ANY APPLICABLE LAW, RULE, REGULATION, JUDGMENT, ORDER OR DECREE OF ANY GOVERNMENT, GOVERNMENTAL INSTRUMENTALITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. 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 PARTNER, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF SECTION 1.4 (“PUBLISHERS”) OF THIS YEXT AGREEMENT. To the extent that a Party may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.

  1.     Liability.

9.1.   Liability Exclusion. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY’S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF DATA, OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS YEXT AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

9.2.   Limitation of Damages. EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS YEXT AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL FEES PAID BY PARTNER TO YEXT UNDER THIS YEXT AGREEMENT DURING THE ONE (1) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE FIRST CLAIM ARISES.

9.3.   Exceptions. Notwithstanding anything to the contrary, the exclusions and limitations set forth in Section 9.2 will not apply with respect to: (i) any damages arising from a Party’s fraud or willful misconduct; (ii) Partner’s Breach of Section 4 (“Yext Products”), Section 7 (“Contractual Relationships with Customers”); Section 10.1 (“The Partner’s Indemnification”); and (iv) The Partner’s failure to pay any fees due under this Yext Agreement or any Subscription Schedule.

  1.  Indemnification.

10.1.              The Partner’s Indemnity Obligation. The Partner will defend, indemnify, and hold harmless, Yext and/or Vendasta and its (their) affiliates, and each of its and their respective officers, directors, employees, Publishers, contractors and agents (collectively, “Yext Indemnitees”) from and against any and all claims, actions, lawsuits and investigations brought by a third party (including without limitation Customers) (“Third Party Claims”) and will pay any settlements, awards, fines and reasonable attorney’s fees and expenses and court costs (collectively, “Losses”) associated with such Third Party Claims, in each case to the extent arising from or relating to: (i) any Customer Content and/or the conduct of the Partner’s or Customer’s business (including, but not limited to, any allegation that any Customer Content infringes any third party patents, trademarks, copyrights or other proprietary rights, constitutes false advertising or is defamatory); (ii) the Partner’s violation of any applicable law or regulation; or (iii) Partner’s breach of this Yext Agreement.

10.2.              Yext’s Indemnity Obligation. Yext will defend, indemnify, and hold harmless, the Partner and its affiliates, and each of its and their respective officers, directors, employees, contractors and agents (collectively, “the Partner Indemnitees”) from and against third Party Claims and will pay any Losses associated with such Third Party Claims, in each case to the extent arising from or relating to: any allegation that Yext’s provision of the Yext Products (excluding, for the avoidance of doubt, any Customer Content or third party content provided through the Yext Products) infringes or misappropriated third party intellectual property rights; provided, however, that this indemnity will not apply to the extent the Third Party Claim is caused by: (i) the unauthorized (by Yext) alteration or modification of the Yext Products by a Partner Indemnitees, (ii) use of the Yext Products in violation of this Yext Agreement, (iii) the combination, operation or use of the Yext Products with any product, device, software or service not supplied by Yext to the extent the combination creates the infringement, or (iv) Yext’s compliance with the Partner’s designs, specifications, requests, or instructions by the Partner to the extent the Third Party Claim is based on such compliance. Notwithstanding the foregoing, Yext will have no obligations under this Section 10.2 (“Yext Indemnity Obligation”) with respect to any claims by or on behalf of any Customer of the Partner, to the extent such claim would be excluded if brought by the Customer directly against Yext and such Customer were bound by a contract that complies with Section 7 (“Contractual Relationship with Customers”).

  1.  Confidentiality.

By virtue of this Yext 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, 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 receiving Confidential Information of the other (the “Receiving Party”) agrees to use such Confidential Information solely to perform its respective obligations under this Yext 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 Representative (defined below), 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 11 (“Confidentiality”) 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 form 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 Customer Content.

  1.  General Provisions.

12.1.              Relationship of The Parties. Each Party is an independent contractor of the other Party. Nothing herein will constitute a partnership between or joint venture by the Parties, or constitute either Party the agent of the other.

12.2.              Assignment. Neither Party may assign or otherwise transfer this Yext Agreement without the prior, written consent of the other Party; provided, however, that notwithstanding the foregoing, a Party may, without the consent of the other Party, assign or otherwise transfer this Yext Agreement (including all of such Party’s rights and obligations hereunder) to any of its affiliates, subsidiaries, or to an entity with or into which it is merged or consolidated or to which it sells its stock or other equity interests or all or substantially all of its assets. Any assignment or other transfer in violation of this Section 12.2 (“Assignment”) will be null and void. Subject to the foregoing, this Yext Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

12.3.              Representations. Except as where otherwise stated, each Party is permitted to use contractors, agents and professional advisors (“Representatives”) in connection with this Yext Agreement, but is liable for their acts and omissions.

12.4.              Notice. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Yext Agreement (each, a “Notice”) in writing and addressed to the other Party at its address set out below.

To Vendasta:

Attention: Michael Brennan, CFO

accounts@vendasta.com

12.5.              Force Majeure. Except with respect to failure to pay any amount due under this Yext Agreement, nonperformance of either Party will be excused to the extent that performance is rendered impossible by acts of god, strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers, internet failure, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing Party.

12.6.              Choice of Law and Exclusive Forum. This Yext Agreement, and any disputes directly or indirectly arising from or relating to this Yext Agreement, will be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in New York County, New York for all suits, actions or proceedings directly or indirectly arising out of or relating to this Yext Agreement, and waive any and all ob

12.7.               Modification. No modification of or amendment to this Yext Agreement will be effective unless in writing signed by authorized representatives of both Parties.

12.8.              No Waiver. No waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the party so charged.

12.9.              Severability. If any provision of this Yext Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Yext Agreement will remain in full force and effect, and, if legally permitted such offending provision will be replaced with an enforceable provision that as nearly as possible effects the Parties intent.

12.10.            Entire Yext Agreement. This Yext Agreement (including any Subscription Schedule) contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior Yext Agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions and neither Party has relied upon any representation, express or implied, not contained in this Yext Agreement.

12.11.            All references to solution pricing in the original Partner Agreement are the same with the addition of the following product below:

A detailed description of all of the Platform and Solutions offered by Vendasta can be found on-line at www.vendasta.com/Platform-and-Solutions

 

Appendix A

Listing Sync Pro Powered by Yext

Subscription Schedule

Listing Sync Pro Locations Monthly Price per location
Standard Pricing Unlimited           /account*

*monthly

 

Appendix B

Listing Sync Pro Powered by Yext

Customer Content Requirements

Required Content Submission. The Partner will provide the following required Customer Content (the “Required Content”) to create each Customer location so that the Yext Products may be fulfilled. Furthermore, the Partner agrees that while any Customer is an active subscriber through the Partner, the 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.

Required Content:

  •   Business Name
  •   Categories
  •   Address
  •   City
  •   State
  •   Zip
  •   Phone*

* 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, Vendasta or Yext shall have the right to populate such field(s) with relevant data, using its reasonable discretion.