GROUNDTRUTH – YEXT INTEGRATION APPLLICATION TERMS OF USE

xAd, Inc., doing business as GroundTruth, (“GroundTruth”, “We” or “Us”)

Effective as of: November 29, 2018

Date last updated: November 29, 2018

THE TERMS AND CONDITIONS SET FORTH BELOW (THE “TERMS”) ALONG WITH ANY OTHER APPLICABLE TERMS GOVERN YOUR USE OF THE GROUNDTRUTH – YEXT INTEGRATION APPLLICATION (THE “APP”). THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND GROUNDTRUTH. We reserve the right to remove or discontinue all or a portion of the App at any time, without notice, in our sole discretion. We may change the terms of this Agreement from time to time. You should check periodically for changes to these terms.

YOU REPRESENT, ACKNOWLEDGE AND AGREE THAT: (i) IF YOU ARE ACTING ON YOUR OWN BEHALF, YOU ARE AT LEAST 18 YEARS OF AGE; OR (ii) IF YOU ARE AUTHORIZING ON BEHALF OF A COMPANY, OR OTHER LEGAL ENTITY, THEN YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE ALL AUTHORITY NECESSARY TO BIND THE COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS. IF ACTING FOR A COMPANY OR OTHER LEGAL ENTITY THE TERMS “YOU” AND “YOUR” WILL REFER TO THAT ORGANIZATION.

Definitions. As used in these Terms, the following terms have the following meanings.

Affiliate” means, as to any entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.

Intellectual Property Right” means all tangible and intangible rights associated with works of authorship throughout the world, including but not limited to, copyrights, moral rights, and mask works; trademarks and trade name rights and similar rights; trade secret rights; patents, designs, algorithms, and other intellectual or industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues now or hereafter in force (including any rights in the foregoing) anywhere in the world, that exist as of the Effective Date or hereafter come into existence, regardless of whether or not such rights have been registered with the appropriate authorities in such jurisdictions in accordance with the relevant legislation.

Data Rights

Your use of the App is governed by the GroundTruth Privacy Policy, which can be found at http://www.GroundTruth.com/privacy-policy/ (the “Privacy Policy”). You will comply with GroundTruth’s then current Privacy Policy. Additionally, you agree to comply with all applicable laws, regulations and industry self-regulatory programs. To the extent that you provide to GroundTruth, or you permit GroundTruth to collect, any data in connection with your use of the App, including, but not limited to business address or any other business listing information (such data, “Company Data”), you agree to (i) only share with, or make available to, GroundTruth such Company Data subject to and with all necessary permissions, consents and licenses under all applicable laws, regulations and industry self-regulatory programs to enable GroundTruth to perform its obligations and exercise its rights as set forth in these Terms and any other applicable terms, (ii) permit GroundTruth and its Affiliates to use such Company Data for any lawful purpose, for its internal business purposes and for the development and support of its products and services, subject to any mandatory restrictions prescribed by applicable laws and regulations, and (ii) not provide to GroundTruth any sensitive information in the nature of social security, credit card, financial account, credit report, or medical or health information

Proprietary Rights

GroundTruth is a trademark of xAd, Inc. Other trademarks, names and logos on the App are the property of their respective owners. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or licensee. Subject to the licenses or rights granted herein, each party shall maintain all rights, title and interest in and to all of its respective Intellectual Property Rights. The rights granted to you under this Agreement do not convey any additional rights in the App, GroundTruth’s additional products or services, or in any Intellectual Property Rights associated therewith. Subject only to the limited rights as expressly stated herein, all rights, title and interest in and to the App, GroundTruth’s additional products or services, and all hardware, software and other components used therewith, including all related Intellectual Property Rights, will remain with and belong exclusively to GroundTruth. GroundTruth shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the App or otherwise use any suggestions, enhancement requests, recommendations or other feedback it receives from you.

Prohibited Uses

You promise not to use the App for any purpose that is unlawful or prohibited by these Terms. You agree to abide by all applicable local, state and national laws and regulations. When using the App you agree not to upload any materials, information or data or take any actions that are inappropriate or disruptive to the App. This list of prohibitions provides examples and is not complete or exclusive. GroundTruth reserves the right to terminate your access to the App with or without cause and with or without notice, for any reason or no reason, or for any action that GroundTruth determines is inappropriate or disruptive to the App or to any other user of the App. GroundTruth may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at GroundTruth’s discretion, GroundTruth will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the App.

Disclaimer of Warranties

GROUNDTRUTH, FOR ITSELF AND ITS LICENSORS AND SUPPLIERS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE APP, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE APP AND/OR THE RESULTS OBTAINED FROM THE USE OF THE APP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE APP IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. GROUNDTRUTH DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

Limitation of Liability

IN NO EVENT WILL GROUNDTRUTH AND/OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE APP, THE USE OR PERFORMANCE OF THE APP, THE DELAY OR INABILITY TO USE THE APP, OR FOR ANY INFORMATION AND COMPANY DATA OBTAINED THROUGH THE APP, OR OTHERWISE ARISING OUT OF THE USE OF THE APP, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF GROUNDTRUTH OR ANY OF ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE APP, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APP. THIS SOLE AND EXCLUSIVE REMEDY IS SEPARATE AND INDEPENDENT OF ANY OTHER PROVISION THAT LIMITS GROUNDTRUTH’S LIABILITY OR YOUR REMEDIES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL GROUNDTRUTH’S AND/OR ITS LICENSORS TOTAL CUMULATIVE LIABILITY TO ANY THIRD PARTY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, OR OTHERWISE) EXCEED $25,000.

Indemnification

Scope. You will indemnify, defend and hold GroundTruth and its directors, officers, employees and Affiliates (each an “Indemnified Party”) harmless from and against any claims, actions, damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) breach of your representations, warranties or obligations set forth in these Terms including, but not limited to the failure to have all necessary rights in your Company Data; and (ii) your use of the App.

Miscellaneous

Relationship of the Parties. The parties are independent contractors with respect to one other. These Terms do not create and will not be construed as creating a partnership, joint venture, or employment relationship between the parties. Neither party will have, and will not represent to any third party that it has, any right to obligate or bind the other party in any manner whatsoever. Nothing in these Terms will give, or is intended to give, any rights of any kind to any third party.



Assignment. You may not assign or delegate any of its rights or obligations under these Terms without the express prior written consent of GroundTruth, and any attempt to do so in contravention of this provision will be null and void. These Terms inure to the benefit of and will be binding on the parties’ permitted assignees, transferees and successors.

Waiver. A waiver of any provision of these Terms will only be valid if provided in writing and will only be applicable to the specific instance and occurrence so waived. The failure by GroundTruth to insist upon the strict performance of these Terms, or to exercise any term hereof, will not act as a waiver of any right, promise or term herein.

Construction. Section headings are for reference purposes only and should not be used in the interpretation of these Terms. No provision of these Terms will be construed against either party as the drafter thereof. Each party has had the opportunity to consult with counsel in the negotiation of these Terms. If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality or enforceability of the remaining provisions of these Terms, and such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law.

Governing Law; Venue. These Terms will be governed by, and construed in accordance with, the laws of the State of New York, without reference to conflicts of laws principles that would require the application of the laws of a different jurisdiction. The parties agree that the federal and state courts in New York County, New York will have exclusive jurisdiction and venue under these Terms, and each party irrevocably submits to such jurisdiction exclusively and the parties hereby waive all defenses based upon forum non conveniens, improper venue, or personal jurisdiction. If a dispute arising under these Terms results in litigation, the non-prevailing party will pay the court costs and reasonable attorneys’ fees of the prevailing party. Notwithstanding the foregoing, either party has the right to apply to any court of competent jurisdiction for provisional relief, including pre-trial attachments, a temporary restraining order, temporary injunction, permanent injunction and/or order of specific performance, as may appear reasonably necessary to preserve the rights of either party.

Contact. If you have any questions or comments about these terms, please contact us at legal@groundtruth.com