TERMS OF USE FOR THE CVENT SUPPLIER NETWORK

 

Last Updated: May 16, 2017

IMPORTANT NOTICE: : PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these “Terms of Use” or “Terms”) describes the terms under which Cvent Australia PTY Limited ("Cvent") offers each individual or entity (hereinafter, “You” or “Supplier”) access to its services on the Cvent Supplier Network website (the “Supplier Network” or the “Site”). By accessing the Site or any content found on the Site, You agree to comply with and to be bound by the Terms set out below. If You do not understand or agree with these Terms, please do not use the Site.

You may not access the Site or any content on the Site if You are a competitor of Cvent, except with Cvent’s prior written consent.

1. Scope of Services

1.1 Suppliers of meeting space such as hotels and other venues, as well as hotel representation, management or franchise companies acting on behalf of hotels and venues, and other companies that provide services to meeting and event planners (collectively referred to hereafter as "Suppliers") may subscribe to one of the three editions of the Supplier Network as set forth below, in accordance with the pricing set forth in the applicable Marketing Package Agreement, Bundle Agreement, or other agreement between Cvent and Supplier for ad placements or other services (each hereinafter an “Order Form”).

1.2 The Basic Edition allows for the transmission of responses to meeting and event planner requests for proposal (“RFPs”) and other related communications among meeting and event planners and Suppliers, and includes a basic advertisement to display a Supplier’s venue or service (hereafter called "Basic listing"). Suppliers can also upgrade their Basic listing by purchasing additional forms of paid advertisements (also referred to as “listings”) from Cvent.

1.3 The Professional Edition of the Supplier Network includes all of the functionality of the Basic Edition, plus a variety of additional functions and features that provide Suppliers with a more robust set of account management and RFP-related tools. Suppliers that have purchased a 1-, 2-, 3-, or 4- Diamond advertisement will receive the Professional Edition at no additional charge.

1.4The Enterprise Edition of the Supplier Network provides a full suite of account management and RFP-related tools.

2. Order of Precedence

In the event of any conflict between a provision contained in these Terms of Use and a provision contained in any Order Form, the provisions in the Order Form shall control (provided, however, that the fact that a provision appears in an Order Form but not these Terms of Use, or in these Terms of Use but not the applicable Order Form, shall not be deemed to be a conflict for purposes of this sentence).

3. Price and Payment

3.1 You agree to pay all fees and other charges in accordance with the Agreement. All payments shall be made in Australian Dollars, and unless otherwise stated, are exclusive of GST and any other applicable taxes, which may be chargeable at the applicable rate. Payment shall be by check unless otherwise specified on your Order Form.

3.2 All fees are due net thirty (30) days from invoice date or as otherwise set forth in the Order Form. If you do not pay the fees or other charges when they are due, then a finance charge of two percent (2%) above the base lending rate of the Reserve Bank of Australia or the maximum rate allowed by law if less, will be assessed for the period beginning on the date on which payment was due and ending on the date on which payment is made. The Supplier acknowledges and agrees that the aforementioned finance charge represents a "genuine pre-estimate" of the possible damage that Cvent will suffer in the event of non-payment and/or delayed payment of the fees by the Customer.

3.3 Except where prohibited by applicable laws, if Supplier pays any fees due hereunder via credit or debit card, then Cvent reserves the right to charge Supplier a surcharge of up to three percent (3%) of the total amount due hereunder, and Supplier hereby consents to such charge being made against the credit or debit card provided by Supplier.

3.4 Supplier may reasonably and in good faith dispute an invoiced amount, that incorrectly lists Services, fees, metrics, excluding overages, other than those listed on the applicable Order Form, within thirty (30) days after receipt, provided that Supplier will promptly pay the undisputed portion of the invoice and will only withhold payment of the disputed portion until the dispute is resolved. The parties will negotiate in good faith to resolve any payment dispute within ninety (90) days.

3.5 If you exceed the contracted level of Services during the Term set forth in the Order Form, You will be charged as specified in your Order Form, or if not specified, using the then-current rates for the overage. You are responsible for all applicable taxes, charges or duties including, without limitation, sales, use, value added, GST, royalty or withholding taxes imposed by a federal, state, provincial, local or other government entity on Services provided under this Agreement, excluding taxes based on Cvent's net income.

4. Subscription Right

4.1Subject to these terms and conditions, and any additional terms contained in an Order Form, if any, Cvent will provide You with a worldwide, non-exclusive, non-transferable and revocable subscription right, without the right to grant sublicenses, to access and use the Supplier Network, as upgraded from time to time. You may use the Supplier Network only for purposes of performing your internal business operations. You may not use the Supplier Network as part of a commercial time-sharing or service-bureau operation or in any other resale capacity. Except for the foregoing subscription right , no other rights in the Supplier Network are granted to You hereunder, and the Supplier Network is and will remain the sole and exclusive property of Cvent and its licensors, if any, whether the Supplier Network is separate or integrated with any other products, services or deliverables.

5. Responsibilities of the Parties

5.1 Information and data provided by Supplier through the Cvent System will only be used by Cvent as reasonably required for operating the Site and providing the Supplier Network services and in accordance with Cvent's Privacy Policy (http://www.cvent.com/en/privacy-policy.shtml) and all applicable data privacy laws and regulations (collectively, “Data Privacy Policy and Rules”). You and Cvent agree to comply in all material respects with the Data Privacy Policy and Rules, and to provide such help and cooperation as is reasonably necessary or requested to the other to comply with the same. You acknowledge and agree that if You send or otherwise provide information (including but not limited to RFP data) to others using the Supplier Network, the recipients of such information may copy or redistribute such information, for instance by using standard interfaces to transfer data into external systems, by exporting data electronically into files or reports, by printing or other means.

5.2 Supplier agrees (i) to abide by all applicable local, state, national, and international laws and regulations; (ii) not to use the Supplier Network for illegal purposes; (iii) not to impersonate any person or entity or engage in any fraudulent business practice, including generating invalid impressions, clicks, or other actions; (iv) not to display or transmit any unlawful, harmful, hateful, racially, ethnically or objectionable material of any kind; (v) not to distribute in any way files that contain viruses, corrupted files, or any other similar programs; and (vi) not to interfere or disrupt the network’s functionality.

5.3 Supplier is solely responsible for the actions of its employees and agents that use the Supplier Network on its behalf, including without limitation to submit, accept, or reject RFPs and for related communications with other members of the Supplier Network. Supplier assumes all risk in dealing with other members of the Supplier Network and shall be responsible for all communication with each other and if applicable, separately executing contracts with one another. Any dispute regarding any product or service, or failure to provide agreed products and services must be resolved directly between Supplier and such third party(ies). Cvent is not responsible for any breach by either party of the terms of any transaction or associated transaction-related activities.

5.4 Cvent will assign You one or more login IDs and passwords that will enable You to access the Supplier Network. Each user ID is unique to the assigned individual and may not be shared with others, including other personnel of Supplier. You shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords, and You are solely responsible for any losses arising from another party’s use of such IDs and passwords, either with or without your knowledge.

5.5 Upon Supplier’s written request made within 30 days after the effective date of expiration or termination of this Agreement, Cvent will, provided Customer is not in breach of any of its obligations under the Agreement and upon Supplier’s payment of the applicable fees, make available to Supplier for download a file of Supplier Content in its then current format. After such 30-day period, Cvent shall have no obligation to maintain or provide any Supplier Content and shall thereafter, unless legally prohibited, delete all Supplier Content maintained in its production systems, provided however, that Cvent may retain archival copies of Supplier Content on offline backup media for a reasonable period of time not to exceed two (2) years following expiration or termination of any Order Form.

6. Supplier Responsibilities

6.1 Supplier agrees that it is solely responsible for its actions, its products, its services, and the content of its transmissions on the Supplier Network. Supplier represents and warrants that all data, materials and content it provides for use on the Supplier Network (the “Supplier Content”), including Supplier Room Data (as defined below), as well as any Supplier-provided video for a Video Ad, is accurate, current, is owned by Supplier or Supplier has the right to grant the license set forth below in these Terms, and that provision and/or use of the Supplier Content hereunder does not violate or infringe the intellectual property, privacy or publicity rights of any third party, and that all placements of Supplier Content have been approved for Cvent's use. Supplier shall defend, indemnify and hold Cvent harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Cvent or which are agreed by Cvent to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by Supplier. Supplier shall not be entitled to settle or compromise any such claim made against Cvent without Cvent’s prior written consent, such consent not to be unreasonably withheld.

6.2 Notwithstanding anything to the contrary in these Terms or in any Order Form, Supplier hereby acknowledges and agrees that Cvent may use all Supplier Content, including that which is specific to Supplier, for the purpose of creating aggregated and/or anonymized statistics concerning use of the Services (the “Aggregate Data“). Cvent will be the sole owner of the Aggregate Data and, notwithstanding anything to the contrary, shall be free to use and disclose the Aggregate Data for any commercial purposes including, but not limited to, publicizing usage of the Services, providing information on general industry trends, and providing benchmarking data to Cvent customers. Aggregate Data shall not identify Supplier as the source of any specific piece of data.

6.3 Except as otherwise set forth herein, Supplier retains any and all rights it may possess to Supplier Content provided to Cvent by Supplier through the Supplier Network or collected from others by Cvent on behalf of Supplier. Supplier grants Cvent a limited, non-exclusive right and license to (i) use the Supplier Content (including copyright, trademark, patent, publicity or other rights) for Cvent to operate the Supplier Network and to disclose the Supplier Content to third-party service providers to operate the Supplier Network, and (ii) subject to any applicable third party copyright, trademark or other rights, to use images of Supplier’s listings on the Site for the purposes of advertising and promoting Cvent, including without limitation in marketing, training or investment materials. Supplier shall have exclusive control of the Supplier Content which relates to venue description, including but not limited to the Supplier overview, pictures and list of amenities for the venue. Cvent shall cooperate with Supplier to ensure that the Supplier Content is accurate.

7. No Illegal Conduct or other Prohibited Uses

7.1 You will not use the Supplier Network in any manner which exceeds the scope of your subscription under Section 4 (Subscription Right) of these Terms, or which violates your obligations under Section 5 (Responsibilities of the Parties) or Section 6 (Supplier Responsibilities) of these Terms, or for illegal activities (all the foregoing “Prohibited Uses”). If Cvent reasonably believes You are engaged in any Prohibited Uses, we may immediately suspend or terminate your access to the Supplier Network and other Services. Cvent may also take any self-help remedies necessary to prevent continued Prohibited Uses, including, but not limited to, deleting the contact information from your address book on behalf of those individuals who lodge complaints with Cvent or Cvent’s web-hosting company. You are still responsible for full payment of any fees due and owing pursuant to an Order Form even if your access to the Supplier Network is suspended or terminated for Prohibited Uses.

7.2 Supplier represents and warrants that it, its affiliates, and their employees, agents, representatives, and any entity or persons having effective control over Supplier, is not subject to or resident in any country subject to economic or trade sanctions by the U.S. State Department and/or OFAC or are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. Any breach of this section shall be deemed a material breach of this Agreement and Cvent may immediately terminate this Agreement.

8. Supplier Room Data

8.1 Within thirty (30) days of Cvent's request, Supplier and Cvent agree to exchange data concerning all rooms and conference space booked by Supplier through its use of the Supplier Network, including but not limited to RFP metrics and room night data ("Supplier Room Data").  Cvent and Supplier agree to work cooperatively and in good faith to ensure the accuracy of the Supplier Room Data and to develop a mutually agreeable operational mechanism to exchange the same on a quarterly or other more frequent basis.

8.2 Supplier hereby acknowledges and agrees that, notwithstanding anything to the contrary in this or any other agreement between the parties, Cvent may share Supplier Room Data with the following third parties having a legitimate need-to-know or having an otherwise valid business purpose for viewing the Supplier Room Data: (i) any authorized Supplier Affiliate, representative, agent, or unaffiliated third party (subject to the third party’s execution of a separate non-disclosure agreement with Cvent); and (ii) Supplier’s corporate flag entity, management company, ownership group, advertising agency, or individual hotel property.

9. Supplier Affiliates

9.1 Supplier acknowledges and agrees that if Supplier is affiliated with a hotel representation company, hotel management company, hotel chain or franchise, and/or is a member of a hotel association (each such company, franchise or association referred to hereinafter as a “Supplier Affiliate”), Supplier may have authorized such Supplier Affiliate to take certain actions on Supplier’s behalf including without limitation soliciting, receiving and/or responding to RFPs. Supplier and Supplier Affiliate each understand and agree that they are jointly responsible for keeping Cvent informed of the existence and status of the Supplier Affiliate relationship, and any changes thereto, and agree that Cvent may (but is not obligated to) treat a Supplier Affiliate as authorized by Supplier to solicit, receive and respond to RFPs on behalf of Supplier and to perform other customary functions of Supplier Affiliates unless and until Cvent has received written authorization with respect to such Supplier Affiliate.

9.2 Supplier and Supplier Affiliate each represent and warrant that use of the Supplier Network by Supplier, and/or by Supplier Affiliate on behalf of Supplier, does not and shall not violate the terms and conditions of any agreement between Supplier and Supplier Affiliate. All aspects of Supplier’s relationship with a Supplier Affiliate, including without limitation whether and to what extent a Supplier Affiliate is authorized to use the Supplier Network on behalf of Supplier and/or to receive any referral fee for RFPs awarded to Supplier which originate with Supplier Affiliate, must be managed directly between Supplier and Supplier Affiliate.

9.3 Supplier and Supplier Affiliate shall each be jointly and severally liable and agree to defend, indemnify and hold Cvent harmless from and against any and all liabilities, damages and costs incurred by Cvent in connection with any dispute between Supplier and Supplier Affiliate. Supplier and Supplier Affiliate agree that, unless otherwise agreed in writing between Cvent and Supplier, any changes to Supplier’s relationship with a Supplier Affiliate shall not alter or reduce Supplier’s payment or other obligations hereunder during the remainder of the Term of any Order Form and such Order Form shall continue to apply to the same Supplier property (and will not be transferred to another Supplier property or to Supplier Affiliate) during the remainder of the Term of such Order Form. In the event that any change to the ownership, management or franchise affiliation of a Supplier requires Supplier to rebrand or otherwise alter its listing on the Supplier Network, Cvent will work in good faith with Supplier to make the necessary changes within ten (10) business days after receiving reasonable electronic notice of such required change.

10. Content and Access

10.1 Supplier acknowledges and agrees that Cvent and its partner websites, including ratings services and other content-related providers (“Partner websites”), permit Suppliers to upload Supplier Content to the Site and that Cvent has no control over the quality, accuracy, safety, or legality of the products and/or services uploaded by Suppliers. You shall not reverse engineer, disassemble or decompile the Supplier Network or cause or permit the reverse engineering, disassembly or decompilation of the Supplier Network. All users of Supplier Network and visitors to the Cvent websites agree not to use any manual or automated means (of any type) to capture or extract data in bulk from Cvent's websites.

10.2 No competitors or future competitors are permitted access to the Site. You agree that You will not copy, record, publish, extract, scrape, replicate, reproduce, use or resell for any competing commercial purpose any information on the Site. If You do so, then You agree that Cvent is suffering irreparable injury and You agree to pay all reasonable attorney's fees and costs incurred in enforcing these provisions. Cvent may, at its sole discretion, immediately terminate access to the Supplier Network should any Supplier's conduct fail to conform to any of these Terms.

10.3 Changes. Access is limited to the version of the Supplier Network in Cvent’s production environment. Cvent may from time to time at its sole discretion update the Supplier Network, including but not limited to the display, and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements without liability except regarding intellectual property rights of Suppliers. Your use of the Supplier Network after the terms have changed constitutes acceptance of the new terms. Cvent reserves the right, at its sole discretion, to determine all matters concerning the Cvent Supplier Network and may change the format and page placement of all data at any time without prior notice. The Supplier Network may contain links to third party websites. These linked sites are not under the control of Cvent, and Cvent is not responsible for the content of any linked site.

10.4 Environment. Cvent will provide Supplier online access to and use of the Supplier Network via the Internet by use of a Supplier-provided browser. The Supplier Network will be hosted on a server that is maintained by Cvent or its designated third party supplier or data center. Supplier is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the Supplier Network, including but not limited to Internet access and adequate bandwidth.

11. Paid Advertisements

11.1 General. For Suppliers that elect to purchase advertising from Cvent, including Diamond Plus and Suggested Ads, Cvent agrees to provide advertising placement during the applicable Term of an Order Form at the rates set forth therein. Eligibility for the Convention and Visitor’s Bureau copy feature require purchase of a Cvent Diamond Listing or Marketing Bundle. Supplier’s upgraded venue listing(s) will be displayed within the Supplier Network during the Term specified in the Order Form provided Cvent has received the necessary Supplier Content in an acceptable format two business days prior to the Term start date. If Supplier Content is received later than that, the advertisements will go live on the Supplier Network website two business days following the day Cvent receives the Supplier Content. This will not modify the Term end date. Supplier acknowledges and agrees that Cvent may use the content from Supplier profile in the event that Supplier fails to provide Cvent with Supplier Content prior to the applicable content deadline. Provided that Cvent shall not downgrade Supplier’s listing during the Term of the applicable Order Form, Cvent reserves the right, at its sole discretion, to change the number and organization of premium listings in each metropolitan area, as well as the organization and layout of search pages, regional and destination landing pages and other Supplier Network pages which may contain supplier advertisements, at any time without prior notice.

11.2 Suggested Ads. Suggested Ads are comprised of a package of RFP units and three (3) placements of Supplier’s advertising, provided at the rates set forth in the Order Form, and displayed until the earlier to occur of: (a) a click-through of Supplier’s Suggested Ad and submission of the RFP through the Cvent Supplier Network corresponding to the number of RFP units purchased by Supplier; or (b) upon expiration of the Term set forth in the Order Form. Cvent will provide to Supplier the Suggested Ad placement subject to available inventory at the time the Order Form is mutually executed. The number of RFP units exhausted shall be calculated solely based on records maintained by Cvent. No other measurements or statistics of any kind shall be accepted by Cvent or have any effect under this Agreement.

11.3 Suggested Ads with Booster.  Suggested Ads with Booster are comprised of a package of RFP units and three (3) placements of Supplier’s advertising, each with a “booster” which is based upon Supplier’s need dates, and which will be displayed until the earlier to occur of (i) the RFP leads purchased by Supplier have been exhausted; or (ii) upon expiration of the Term set forth in the applicable Order Form. Cvent will provide to Supplier the Suggested Ad placement subject to available inventory at the time the Order Form is mutually executed.  The number of RFP units exhausted will be calculated solely based on records maintained by Cvent and in accordance with the following methodology: (a) a click-through of Supplier’s Suggested Ad and submission of the RFP through the Cvent Supplier Network = one (1) RFP unit; (b) a click-through of Supplier’s Suggested Ad and submission of the RFP through the Cvent Supplier Network where the RFP matches the Supplier’s need dates = two (2) additional RFP units; and (c) a click-through of Supplier’s Suggested Ad and submission of the RFP through the Cvent Supplier Network and the RFP is awarded to Supplier = two (2) additional RFP units (each of the foregoing, an “RFP-related Event”).  No other measurements or statistics of any kind will be accepted by Cvent or have any effect under this Agreement. In the event that Supplier’s account does not contain enough RFP units to allow for the completion of an RFP-related Event, Supplier agrees that Cvent will credit Supplier’s account with enough RFP units to complete the transaction and that Cvent will be entitled to charge Supplier for any such credited RFP units. To the extent that Cvent invoices Supplier for any RFP units credited to Supplier’s account, Supplier will pay such invoice with thirty (30) days of its receipt or as otherwise agreed upon by the parties.

11.4 Diamond and Diamond Plus Ads. Cvent offers Suppliers Half-, One-Two-, Three-, and Four-Diamond Ad placements, as well as Diamond Plus Ad placements, on the Cvent Supplier Network. Diamond and Diamond Plus Ads may be configured for desktop and/or mobile browsers and are offered subject to available inventory at the time the Order Form is mutually executed.

11.5 Video Ads. Video Ads are comprised of a specified number of “views” of a Supplier-provided video at the rates set forth in the Order Form, and displayed until the earlier to occur of: (a) exhaustion of the views purchased by Supplier or (b) upon expiration of the Term set forth in the Order Form. Cvent will provide to Supplier the Video Ad placement subject to available inventory at the time the Order Form is mutually executed. For purposes of this Agreement, a “view” means fifteen (15) or thirty (30) seconds of viewer “watch time,” depending upon the ad unit purchased. The number of views exhausted shall be calculated solely based on records maintained by Cvent. No other measurements or statistics of any kind shall be accepted by Cvent or have any effect under this Agreement. Cvent is entitled to approve or reject Supplier’s video in its sole and exclusive discretion. Suppliers have the option to target their Video Ads to certain specified locations and to manage views on a monthly basis. Suppliers purchasing a Video Ad will be charged an annual set-up fee, as set forth in an applicable Order Form, which is designed to recover the costs associated with the collection of creative elements, implementation of the video re-targeting, and the monitoring and tracking of Video Ad performance. The annual fee may be waived by Cvent in its sole and exclusive discretion.

11.6 Destination Guide. Supplier agrees to provide the necessary marketing collateral and other creative Supplier Content for each Destination Guide advertisement in accordance with the following rules: (i) content which is to be posted to the Destination Guide on the first day of the month must be received by Cvent not later than the 15th day of the preceding month. (ii) Supplier Content which is to be posted to the Destination Guide on the 15th day of the month must be received by Cvent not later than the last day of the preceding month. In the event Supplier fails to provide the necessary Supplier Content before the applicable deadline, (iii) the Term of the Destination Guide advertisements will not be extended to accommodate the delay; (iv) Supplier will not be entitled to receive a refund of any portion of the applicable fee(s); and (v) the advertisement will be placed in the Destination Guide in the next semi-monthly release. Cvent agrees, upon Supplier’s reasonable request and without additional charge (not more than once quarterly), to upload revised Supplier Content provided by Supplier to a Destination Guide advertisement in connection with a promotional event for a property. Supplier agrees that Cvent may charge a AUD 100 administrative fee for each such request which is more frequent than quarterly or which is not based on a promotional event. Cvent may charge a professional services fee of AUD 250 per hour (with a two hour minimum) for the creation of marketing collateral or other creative Supplier Content requested by Supplier.

11.7 Email Newsletter. Supplier agrees to provide the necessary marketing collateral and other creative Supplier Content for each Newsletter advertisement not later than the 15th day of the preceding month prior to publication. In the event Supplier fails to provide such Supplier Content before the deadline, (i) Cvent will exercise commercially reasonable efforts but cannot guarantee placement of the advertisement in the selected edition of the Newsletter; and (ii) where placement is not possible, Supplier will not be entitled to receive a refund of the applicable fee(s), however the advertisement will be wait-listed and placed in the next edition of the Newsletter where advertising space is available.

11.8 Blog. Supplier agrees to provide the necessary marketing collateral and other creative Supplier Content for each Cvent Blog advertisement in accordance with the following rules: (i) Supplier Content which is to be posted to the Cvent Blog on the first day of the month must be received by Cvent not later than the 15th day of the preceding month. (ii) Supplier Content which is to be posted to the Cvent Blog on the 15th day of the month must be received by Cvent not later than the last day of the preceding month. In the event Supplier fails to provide the necessary Supplier Content before the applicable deadline, (iii) the Term of the Cvent Blog advertisements will not be extended to accommodate the delay; (iv) Supplier will not be entitled to receive a refund of any portion of the applicable fee(s); and (v) the advertisement will be placed in the Cvent Blog in the next release.

11.9 DISCLAIMERS. Cvent may PROVIDE to a third party any component of a Marketing Package or Marketing Bundle currently PROVIDed to SUPPLIER, such third party SUBSCRIPTION to be effective upon expiration of SUPPLIER’S current SUBSCRIPTION term, provided that Cvent will give reasonable preference to Supplier for SUBSCRIPTION renewal only if supplier signs a renewal agreement sixty (60) or more days prior to expiration of the current SUBSCRIPTION term, and provided that, at any time sixty-one (61) or more days prior to expiration of the current SUBSCRIPTION term, if Cvent provides notice to supplier of an offer by a prospective third party, supplier shall have not less than five (5) business days from the date it receives such notice to sign the applicable renewal agreement. SUPPLIER ACKNOWLEDGES THAT CVENT CANNOT COMMIT TO THE VOLUME OF CLICKTHROUGHS OR IMPRESSIONS, OR THE VOLUME OR QUALITY OF RFPS SUBMITTED THROUGH THE CVENT SUPPLIER NETWORK. CVENT RESERVES THE RIGHT TO REFUSE ANY ADVERTISING CONTENT PROPOSED BY SUPPLIER ON THE BASIS OF LEGAL OR ETHICAL CONCERNS OR IF CONTENT FAILS TO REASONABLY COMPLY WITH CVENT’S CREATIVE POLICIES AND TECHNICAL SPECIFICATIONS . ALL CVENT ADVERTISING PLACEMENTS ARE SUBJECT TO AVAILABLE INVENTORY.

12. Enhanced RFP Services

12.1 Cvent offers Suppliers various enhanced RFP Services on an ala carte basis, including but not limited to RFP routing and escalation, custom proposal templates, the ability to advertise and respond to special promotions, and other solutions, including RFP Showcase, Cvent Scorecard Reports, Competitive Set Reports, and Lead Scoring, all of which designed to customize Supplier’s user experience and optimize its results. Any additional terms relating to such enhanced RFP Services will be set forth in the applicable Order Form.

12.2 RFP Showcase. The RFP Showcase is a marketplace for “special” RFPs, enabling meeting planners to discover new venues and for Suppliers to acquire new leads. All Suppliers have the ability to review showcased RFPs, but only those that pay for this feature may respond to showcased RFPs. As further set forth in an Order Form, Suppliers must pay an annual subscription fee in advance (“Subscription Fee”) (with the exception of existing Suppliers that have purchased a One-, Two-, Three- or Four-Diamond placement) and will be required to pre-fund its RFP Showcase account with at least the minimum dollar amount required by Cvent in order to respond to showcased RFPs (“Account Funding Fee”). The amount of funds depleted per RFP response are based upon the RFP type and at the rates set forth in each showcased RFP. When funds in Supplier’s RFP Showcase account have been depleted such that Supplier cannot respond to a showcased RFP, Supplier must re-fund its RFP Showcase account with another Account Funding Fee payment. The number of RFP responses exhausted and amount of funds depleted shall be calculated solely based on records maintained by Cvent. No other measurements or statistics of any kind shall be accepted by Cvent or have any effect under this Agreement. Any funds remaining in Supplier’s RFP Showcase account upon the expiration or termination of the Order Form will be forfeited by Supplier.

12.3 Cvent Scorecard and Competitive Set Reports. Cvent Scorecard and Competitive Set Records (collectively and individually, "Scorecards") allow a Supplier to measure the performance of its Cvent-paid advertising, as well as compare its paid advertising performance to other Suppliers' ads on the Site. Competitive Set Report Business Rules

12.4 During the applicable subscription term of the Report, as further set forth in the applicable Order Form, Cvent will provide Supplier and its specifically identified permitted users (“Permitted Users”) with a non-exclusive, non-transferable subscription to the access and view the data contained in the Reports.

12.5 The subscription term and the publishing intervals (e.g., one-time, weekly, monthly, etc.) will correspond to the periods listed in the applicable Order Form. If prior to the expiration of a term, one of the parties determines that it does not wish to continue to either provide or receive the Reports, such party will provide the other with at least thirty (30) days prior written notice of its intent not to renew the subscription. However, any fee or portion of a fee that is due and payable shall be paid, and Cvent will not be obligated to refund to Supplier any fee or portion of a fee associated with any unused portion of the subscription term. In addition, Cvent may immediately and without notice terminate the subscription prior to the expiration of a term for any of the following reasons: (a) Supplier is in default of its payment obligations hereunder; or (b) Supplier or a Permitted User breaches any of the terms of this Agreement, in which case Supplier will pay all fees due to Cvent for the entirety of the subscription term, regardless of the amount of time remaining under the subscription term.

12.6 For each competitive set chosen by Supplier, Cvent will aggregate and/or anonymize Supplier’s raw RFP data residing within the Cvent Supplier Network and compare it with equivalent data obtained from other Suppliers’ use of the Cvent Supplier Network. Supplier’s determination of and changes to its competitive set will subject to the business rules and other applicable terms and conditions set forth in the parties’ Order Form. Cvent also reserves the right to use and reproduce aggregate portions of Supplier's raw RFP data in its monthly, weekly and daily Reports to which other Suppliers may subscribe. Neither the identity of Supplier, nor the source of any information received, however, shall be revealed by Cvent to any other person except upon written consent of Supplier.

12.7 Except for the subscription provided to Supplier, Supplier has no rights in the Reports and the Reports and all data contained therein are and will remain the sole and exclusive property of Cvent and its licensors, if any. The Reports and the data contained therein, including the Aggregate Data, are proprietary to Cvent and constitute the Confidential Information of Cvent. Neither Supplier nor its Permitted Users shall copy, distribute or reproduce, or otherwise disclose Cvent's Confidential Information or the data contained in the Reports for any reason, and Supplier shall be liable for any breach of confidentiality by it and its Permitted Users. Supplier will notify Cvent, in writing, of any violations to this provision within ten (10) days after it becomes aware of such violation.

12.8 Lead Scoring. Cvent’s Lead Scoring solution uses a proprietary algorithm to assign a rank to each RFP so that a Supplier can better evaluate RFPs and more effectively drive revenue for its organization. Cvent’s Lead Scoring solution is accessed through a Supplier dashboard and can be configured to import and aggregate multiple data feeds from a variety of sources, including Supplier’s third party or proprietary customer record management system via industry standard APIs, as further detailed in the relevant Order Form.

13. Cvent Supplier Network Professional Certification

Cvent offers online, public, and private training to Suppliers, which in conjunction with the successful completion of an online examination, will establish the Supplier and/or Supplier’s personnel as a certificated Cvent Supplier Network venue/user. Online training and examination must be completed within sixty (60) days of registration. Online training is non-cancellable and all fees paid for online training and examination are non-refundable. Cancellation or other modifications related to public or private training sessions and examinations must be requested at least five (5) business days prior to the existing scheduled training session(s). Supplier may occur additional fees, costs, and expenses arising from such cancellation or modifications and agrees to pay such additional fees, costs, and expenses to Cvent within thirty (30) days of the date of Cvent’s written request. The Supplier Certification is valid for two (2) years from the successful completion of the examination. Further details are available at http://www.cvent.com/EN/certification/supplier-professional.shtml and Supplier agrees to be bound by the terms and conditions contained therein, which may be modified by Cvent at any time in its sole discretion, effective upon posting the amended terms.

14. Confidentiality

14.1 For purposes of these Terms, “Confidential Information” means any information, regardless of form, proprietary to or maintained in confidence by either party, including, without limitation, any Supplier data, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by either party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other party or any of its employees or agents. The terms and conditions of any order for Cvent products or services shall be deemed Confidential Information of both Cvent and the Supplier.

14.2 Each party shall maintain the confidentiality of all information and data of the other and its affiliates and, in the case of Customer, its clients, that is marked as confidential or which ought reasonably to be regarded as confidential, that it collects, receives or processes in connection with this Agreement and shall not directly or indirectly copy, release, disclose, divulge or permit access to any such confidential information without the prior written consent of the other party.

14.3 Both parties may use and copy such confidential information as is necessary to perform their obligations under this Agreement and for no other purpose except that Cvent may use Supplier’s Confidential Information for purposes other than the provision of Service only in an aggregated, anonymized form, such that Supplier is not identified. Both parties may disclose such confidential information to their employees and Customer may disclose to its affiliates, both on a “need-to-know” basis, provided that both parties shall ensure that any such employees or affiliates are subject to obligations of confidentiality with similar effect to this section. Cvent may also disclose Supplier’s Confidential Information on a need to know basis to its subcontractors who are providing all or part of the Service.

a) The restrictions in this section “Confidentiality” do not apply to any information which:

14.4 Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, provided that it gives Discloser reasonable advance notice sufficient to contest such requirement of disclosure, unless it is prevented from providing such notice by the government agency or operation of law.

14.5 The obligations of Cvent set forth in this Section 14 shall not apply to any suggestions and feedback for product or service improvement, correction, or modification provided by Supplier in connection with any present or future Cvent product or service, and, accordingly, neither Cvent nor any of its clients or business partners shall have any obligation or liability to Supplier with respect to any use or disclosure of such information.

14.6 The Parties hereby acknowledge and agree that that these confidentiality terms replace and supersede any separate non-disclosure agreement of other confidentiality provisions to which the parties may have agreed prior or contemporaneous to agreeing to these Terms of Use.

15. Warranties

ALL SERVICES GOVERNED BYTHESE TERMS ARE PROVIDED “AS IS” AND ‘AS AVAILABLE’ BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW CVENT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CVENT DOES NOT REPRESENT OR WARRANT BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, AND THAT THE SERVERS USED FOR THE SERVICES WILL BE FREE OF VIRUSES, OR OTHER HARMFUL COMPONENTS. CUSTOMER ACKNOWLEDGES THAT USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SERVICES AND SUPPLIER CONTENT. ACCORDINGLY, CVENT CANNOT AND DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. IN ORDER TO PROTECT SUPPLIER’S CONTENT, CVENT MAY SUSPEND SUPPLIER’S USE OF THE SERVICES IMMEDIATELY, WITHOUT PRIOR NOTICE, PENDING AN INVESTIGATION, IF ANY BREACH OF SECURITY IS SUSPECTED. SUPPLIER ACKNOWLEDGES THAT THE SERVICES AVAILABILITY MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CVENT IS NOT RESPONSIBLE OR DEEMED TO BE IN DEFAULT FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS, OR UNAVAILABILITY RELATED TO SUPPLIER’S APPLICATIONS, SUPPLIER CONTENT, OR SUPPLIER’S EQUIPMENT, OR THE ACTS OR OMISSIONS OF ANY USER OF THE SERVICES.

16. Limitation of Liability

16.1 To the extent a guarantee set out in sections 60, 61 or 62 of Schedule 2 of the Competition and Consumer Act, 2010 applies to the Supplier Network, Cvent’s and its Partner websites’ liability to You, Your affiliates, registered agents, assignees, registrants or any third party claims, for claims seeking indemnity, or for any recoverable losses, damages, or litigation and attorneys’ fees or costs arising with respect to the Site, these Terms or any Order Form shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under the applicable agreement during its then-current contract year at the time of the incident giving rise to liability. If no fee is paid to Cvent, Cvent does not retain any liability. These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in these Terms or any Order Form.

16.2 IN NO EVENT WILL CVENT OR ITS PARTNER WEBSITES BE LIABLE OR INDEMNIFY YOU FOR: (i) ANY DAMAGES CAUSED BY YOUR FAILURE TO PERFORM YOUR RESPONSIBILITIES; (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR (iii) ANY LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOST SAVINGS, COST OF COVER OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND in connection with or arising out of the furnishing, performance or use of the SITE OR SERVICES performed hereunder, whether alleged as a breach of contract or tortious conduct, including negligence, even if CVENT OR ITS PARTNERS haVE been advised of the possibility of such damages.

17. Laws and Disputes

All matters with respect to the Site, these Terms and any Marketing Package will be governed by the laws of Victoria, Australia and are subject to the exclusive jurisdiction of the courts located in Melbourne for all matters arising with respect to same. The parties waive their right to a jury trial. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply hereunder.

18. Notice

Any notice hereunder shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified mail; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via email, provided that the receiving party acknowledges receipt by return email.

19. Intellectual Property and Protection of Content for Cvent Supplier Network and Cvent Website

19.1 You acknowledge that, except for the Supplier Content, Cvent or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Supplier Network Service (including without limitation to any software and modifications thereto) and to any related documentation and marketing materials, regardless of whether such intellectual property notices (i) appear in the Supplier Network or in related documentation or materials, or (ii) have been filed with applicable governmental agencies. The Supplier Network and all equipment, infrastructure, websites and other materials provided by Cvent in the performance of Services will at all times remain the exclusive, sole and absolute property of Cvent or its licensors. Subject to these Terms, You may access and use the Supplier Network solely for conducting your own business operations or your clients’ business operations outsourced to You, and not in any resale capacity.

19.2 Cvent acknowledges that You retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the information You provide to the Supplier Network. You shall retain ownership and control over all of your service marks and trademarks. Nothing in these Terms will directly or indirectly be construed to assign or grant Cvent any right of ownership, title or interest in the information owned by You, or any intellectual property rights relating thereto, except as to display such information within the Supplier Network.

19.3 To the best of Cvent’s knowledge, all material published by Cvent on the Site is done with the full agreement of the copyright owners (be that Cvent or another party). If You come across a situation where You suspect that this may not be the case, in accordance with the Digital Millennium Copyright Act (DMCA), we ask that You contact:


Cvent Australia PTY Limited
ATTN: General Counsel
Level 39, 385 Bourke Street,
Melbourne, 3000
Australia
legal@cvent.com

20. Event Sponsorship, Exhibition, Attendance; Changes and Cancellations

Cvent reserves the right, in its sole discretion, to change the site, hours, or dates of any event that Supplier has contracted though an executed Order Form to sponsor, appear as an exhibitor, or otherwise attend.  Cvent will attempt to notify Supplier of any such changes as far in advance as possible. In the event Supplier wishes to cancel all or part of its participation in the event, Supplier must send notice of cancellation in writing to Cvent at least sixty (60) days prior to the event date. Notwithstanding any such cancellation, Supplier shall be liable for one-hundred percent (100%) of the total fees set forth in the Order Form irrespective of the reason for Supplier's cancellation. In the event of cancellation by Supplier, Cvent shall have the right to use Supplier 's allocated space/session, as applicable, or rent such space/session to another Supplier. Cvent's re-allocation of Supplier's space/session shall not excuse Supplier from payment of the fees set forth in the Order Form. Cvent reserves the right to cancel the event or to terminate the Order Form for any reason at any time upon reasonable written notice to Supplier. Upon cancellation or termination by Cvent, Cvent's sole liability to Supplier and Supplier’s sole and exclusive remedy shall be a refund of the fees paid by Supplier pursuant to the Order Form.

21. Termination

21.1 Cvent or a Paying Supplier party may terminate an Order Form if (i) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, except for breach of Section 3, which shall have a ten (10) day cure period, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.

21.2 In the event of your non-payment under any Order Form or other Supplier Network agreement: (i) Cvent may accelerate and declare all sums due, and to become due under such Order Form or other Supplier Network agreement, immediately payable without notice or demand. (ii) You shall also be liable for all fees due during the then-current Term of the Order Form and any additional expenses (including but not limited to reasonable attorneys' fees and accrued interest) Cvent incurs in collecting such delinquent fees. Supplier acknowledges such payment as liquidated damages (reflecting a reasonable measure of actual damages and not a penalty) equal to the aggregate yearly (or monthly as the case may be) recurring fees (as set forth in the Order Form) that will become due during the canceled portion of such term (e.g., initial term or renewal term). (iii) In the event of Customer’s failure to pay its invoice in accordance with this Section 3 or as otherwise set forth in an Order Form, Cvent reserves the right to restrict Supplier’s access to the Site and downgrade You to a basic listing. Following payment, and subject to availability, the upgraded listing will be reinstated. You agree that such restrictions do not modify the amounts due under your agreement.

22. Force Majeure 

Cvent will not be in default or otherwise liable for any delay in or failure of its performance under these Terms if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, distributed denial of service attacks, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delays in transportation or communications, or any act or failure to act by Supplier, its employees, agents, or contractors.  The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of their respective obligations hereunder.  Cvent is not liable for excusable delay.

23. No Third Party Beneficiaries

These Terms are not intended to, and do not confer any rights, benefits or remedies upon any person other than the parties.

24. Press Releases; Customer List

You agree that Cvent may use Your organization’s name and logo to identify You as a customer of Cvent on Cvent’s website, in investor documents (whether or not filed with the Securities and Exchange Commission), and as a part of a general list of Cvent’s customers for use and reference in Cvent’s corporate and marketing literature. Additionally, You agree that Cvent may issue a press release identifying You as a Cvent customer, subject to Your prior approval which will not be unreasonably withheld or delayed.

25. Entire Agreement; Severability; Waiver

These Terms supersede any prior agreement or understanding between the parties whether oral or written in relation to its subject matter, and may only be modified by a written amendment signed by authorized representatives of each party, except solely in connection with additional purchases under an active Order Form, which may be transacted via email. Any additional or conflicting terms contained in any Supplier purchase order, proposal or other document shall be deemed to be rejected by Cvent without need of further notice of objection, even if such document is acknowledged or accepted by Cvent, and regardless of any statement to the contrary which may be contained therein, and shall be of no effect or in any way binding upon Cvent. The provisions of these Terms shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions. Cvent’s failure to exercise or enforce any right, power or remedy under these Terms shall not operate as a waiver thereof.


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