Last Updated: August 1, 2016
You may not access the Site or the Services if you are a direct competitor of Cvent, except with Cvent's prior written consent.
1. Order Forms
2. Description of Services
The Service allows meeting and event planners to request, collect and review online submissions when they have a call for speakers, call for papers, award nominations, or other similar needs. Features include the ability to issue requests for submissions, make anonymous submissions, to assign submissions to a specific reviewer, and to send e-mail notifications to reviewers alerting them that new submissions have been received. The Service may be licensed as a stand-alone service or may be licensed and/or integrated in conjunction with other products, services, and/or deliverables provided by Cvent.
3. Price and Payment
Customer agrees to pay all fees and other charges in accordance with this Agreement. All fees are due net thirty (30) days from invoice date. If Customer does not pay the fees or other charges when they are due, then a finance charge of two percent (2%) plus $100 per month or the maximum rate allowed by law if less will be assessed. Payment shall be by check unless otherwise specified on Customer's Order Form. Cvent may impose a special handling charge of 3-5% if special invoicing requirements apply (such as EDI, third party systems such as Ariba, or other dedicated invoicing systems). Annual fees are charged per annum. As an example, if the Order Form Term spans three years, Customer will be charged the annual amount three times.
If Customer exceeds the contracted level of Services during the Term of this Agreement, Customer will be charged as specified in the Order Form, or if not specified, using the then-current rates for the overage. Where no limits for usage of Services are explicitly given in the Order Form, limits will apply as specified by product earlier in this document. Customer is responsible for all taxes, charges or duties including, without limitation, sales, use, value added, 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.
The Term of this Agreement is given on the top of the Order Form. If the Term spans several years and the Order Form specifies annual fees, then fees are due in each year of the Order Form ("Contract Year") or as otherwise specified. The Order Form will renew at the end of its Term as specified (and not on a per year basis) for another Term, equal to the length of the Term specified in the Order Form, unless either party provides timely notice of nonrenewal as specified in the applicable Order Form. If the Order Form specifies a certain number of events, authors, emails, appointments, or other billable instances annually, then this limitation pertains to each Contract Year of the Term, unless otherwise specified. Emails are counted when sent, Authors when the individual submits his/her proposal, Appointments when made, Contacts when created, and Events when created (not the actual date of the event). Unless otherwise provided in the Order Form; if Customer continues to use the Services beyond the Term, the Order Form will renew for another Term at then-current rates.
Either 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, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.
In the event of non-payment by the Customer, Cvent may accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand. All accelerated future payments due under this Agreement shall be discounted to their net present value at a discount rate of 5% per annum from the day of default. If Customer fails to pay fees when due, then Customer shall also be liable for all fees due during the 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.
In the event of non-payment by the Customer, Cvent reserves the right to restrict access to the Services. Customer agrees that such restrictions do not modify the amounts due under their Order Form.
6. License Grant
Subject to the terms and conditions of this Agreement, during the Term of the applicable Order Form, Cvent will provide Customer with a non-exclusive, non-transferable license to access and use the Cvent System as upgraded from time to time. Customer may use the Cvent System only for purposes of performing its internal business operations or its clients' business operations outsourced to it. Customer may not use the Cvent System as part of a commercial time-sharing or service-bureau operation or in any other resale capacity. Except for the foregoing license, no other rights in the Cvent System are granted to Customer hereunder, and the Cvent System is and will remain the sole and exclusive property of Cvent and its licensors, if any, whether the Cvent System is separate or integrated with any other products, services or deliverables.
7. Responsibilities of Parties
Customer is responsible for any use of the Services, including without limitation for any data, submissions, materials and content (including the adequacy and accuracy thereof) uploaded to or transmitted using the Services by it or its employees, agents or authors. Even though Cvent maintains redundant servers, Customer is responsible for the backup of its data used in conjunction with the Services.
Customer represents and warrants that all data, submissions, materials and content ("Customer Data") it provides for use with the Services is owned by Customer or Customer has the right to provide such Customer Data to Cvent for use with the Services. Customer also represents and warrants that any use or transmission of Customer Data does not and shall not violate or infringe the intellectual property, privacy or publicity rights of any third party, and Customer 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 Customer. Customer 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.
Cvent provides optional configurable integrations with various external applications, including but not limited to Salesforce and Webex. Cvent is not responsible for any misconfiguration, data corruption or data loss in any external application resulting from the use of such integrations.
Each party receiving Confidential Information hereunder ("Recipient") agrees that (a) it will treat all Confidential Information of the other party with the same degree of care as such Recipient accords to its own Confidential Information, but in no case less than reasonable care; and (b) it will not use, disseminate, or disclose to third parties any Confidential Information of the disclosing party ("Discloser"), except for the purpose of providing the Services and for any other purpose Discloser may authorize. For purposes of this Agreement, "Confidential Information" means any information, regardless of form, proprietary to or maintained in confidence by either party, including, without limitation, any Customer 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 the Confidential Information of both Cvent and Customer.
Recipient will have no obligation with respect to any portion of the Confidential Information which (a) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public; (b) was acquired by Recipient before receiving such information from Discloser and without restriction as to use or disclosure; (c) is hereafter rightfully furnished to Recipient by a third party, without restriction as to use or disclosure; (d) is information that was independently developed by Recipient without reference to Confidential Information received hereunder; or (e) is disclosed with the prior written consent of Discloser. 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.
9. Ownership and Use of Data
10. No "Spamming" or Illegal Conduct or other Prohibited Uses
Customer will not use the Services in any manner which exceeds the scope of its license under Section 6 (License Grant) of these Terms, or which violates its obligations under Section 7 (Responsibilities of Parties) of these Terms, or for illegal activities or junk mail, chain letters, pyramid schemes, "spam" or distribution to any person who has not given specific permission to be included in such a process (all the foregoing "Prohibited Uses"). Without limiting the generality of the foregoing, Customer is required to comply with the United States' Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 ("CAN-SPAM Act"), and the rules and regulations promulgated thereunder. If Customer uses the Services for any Prohibited Uses, we may immediately suspend or terminate Customer's access to the Services. Cvent reserves the right to base its findings with respect to spam and related analysis and decisions on, among other things, received complaints, observed email patterns, including rates of delivery and email percentage of emails sent reported as being read by Cvent's application. Cvent may also take any self-help remedies necessary to prevent continued Prohibited Uses, including, but not limited to, deleting the contact information from Customer's address book on behalf of those individuals who lodge complaints with Cvent or Cvent's web-hosting company. Customer is still responsible for full payment of the Order Form even if access to the Services is terminated for spamming or other Prohibited Uses.
All email messages sent from Cvent, including invitations, reminders and confirmations, must contain an "unsubscribe" link that allows subscribers to remove themselves from Customer's email messages. Customer acknowledge and agree that Customer will not hide, disable, or remove the opt-out link from the foregoing emails. Customer will actively manage and process unsubscribe requests received by Customer directly as soon as reasonably practicable and no later than ten (10) days after submission, and update its email lists and address books to reflect the unsubscribe requests.
Customer messages sent using the Services must contain clear and conspicuous notice that the message is an advertisement or solicitation and that the recipient can opt out of receiving more commercial email from Customer. It also must include Customer's identity as the sender, valid physical postal address and comply in all other respects with applicable law. Customer will not send commercial email messages using domains by proxy or any equivalent ownership masking service.
THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CVENT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE. 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, OR THAT THE SERVERS USED FOR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Cvent shall defend Customer against any claim or lawsuit by a third party (a "Claim") against Customer to the extent such Claim alleges that the Service, used in accordance with the terms of this Agreement, infringe any patent, copyright or trademark, or misappropriates a trade secret of a third party, and will indemnify Customer for all damages finally awarded against Customer by a court of competent jurisdiction, or agreed to in a written settlement agreement signed by Cvent, arising out of such Claim. If Customer's use of the Service under the terms of this Agreement is enjoined or Cvent determines that such use may be enjoined, then Cvent may, at its sole option and expense, either (i) procure for Customer a license to continue using the Service in accordance with the terms of this Agreement; (ii) replace or modify the allegedly infringing Services to avoid the infringement; or (iii) terminate the licenses and access to the corresponding Services and refund any prepaid unused fees as of the date of termination. Notwithstanding the indemnity obligations specified under this paragraph or anything to the contrary under this Agreement, Cvent shall have no defense or indemnification obligation or other liability for any Claim arising from (i) use of the Services other than in accordance with this Agreement; (ii) modification of the Services by Customer or a third party; (iii) the combination of the Services with any materials contributed by Customer or any third parties if the Services would not directly infringe without such combination; (iv) any third party products, services, hardware, software or other materials; or (v) any obligation of Customer to defend or indemnify Cvent.
13. Limitation of Liability
Cvent's liability to Customer, Customer's 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 under this Agreement including any Order Form(s) shall be limited to the amount of Customer's actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under the 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.
IN NO EVENT WILL CVENT OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT BE LIABLE OR INDEMNIFY CUSTOMER FOR: (i) ANY DAMAGES CAUSED BY CUSTOMER'S FAILURE OR THAT OF ITS CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR CUSTOMERS TO PERFORM THEIR RESPONSIBILITIES; (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR (iii) ANY LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, COST OF COVER, LOSS OF USE, LOSS OF DATA, LOST SAVINGS 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 SERVICE PROVIDED 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.
These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement.
14. Sensitive Personal Information
Notwithstanding any provision to the contrary in this Agreement, Customer acknowledges and agrees that use of the Cvent Services to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary for use of the Services and therefore Customer shall be solely responsible for any such use of the Services by Customer or its employees, agents or subcontractors and Cvent shall bear no risk or liability for same. "Sensitive Personal Information" shall be defined as (a) social security numbers; (b) passport numbers or other government issued id numbers; (c) date of birth; (d) gender; (e) health or medical information; (d) financial account information, including payment card information; and (e) other information which a reasonable person would recognize as being highly sensitive (but excluding, for avoidance of doubt, contact information such as name, mailing address, email address, and phone number).
15. Laws and Disputes
All matters with respect to the Service, these Terms, and any Order Form, will be governed by the laws of the Commonwealth of Virginia, United States of America, without regard to any conflict of law principles, and the parties agree to the sole and exclusive venue of the state and federal courts encompassing Arlington, Virginia 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.
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 U.S. 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.
Customer agrees that Customer, its organization and affiliates, will not attempt to hire, or assist in hiring anyone currently employed by Cvent, except insofar as such recruitment results from a general solicitation of employment not specifically directed towards employees or subcontractors of Cvent. Customer further agrees that should such a situation occur, Cvent would be caused irreparable harm and be entitled to injunctive relief.
18. 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, 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 Customer, 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
19. 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.
20. Export Compliance
The Services and other technology Cvent makes available, and derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer will not and will not permit Users to access or use the Service or transmit Customer Data to or from any country in violation of any U.S. law or regulation, including but not limited to export control regulations and those issued by the Office of Foreign Assets Control.
21. Compliance with Anticorruption Laws
Customer agrees that neither it, nor any officer, director, employee, subsidiary, affiliate, agent, representative or other person working on its behalf in connection with Customer's use of the Site or receipt of any Services, will violate any anti-corruption or anti-bribery laws, statutes and regulations of any country, including, but not limited to, the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA") and the UK Bribery Act 2010. Customer represents and warrants that it will not engage in any bribery, extortion, kickbacks, or other unlawful or improper means of conducting business. Customer also warrant and covenant that it and its officers, directors, employees, agents and representatives have not violated, and will strictly comply with, the anticorruption or anti-bribery laws, statutes and regulations of any country which makes it unlawful to offer, pay, promise to pay, or authorize the payment of any money, or to offer, give, promise to give, or authorize the giving of anything of value, directly or indirectly, inter alia to a Covered Recipient (defined herein) for a Prohibited Purpose (defined herein). For purposes hereof, "Covered Recipient" means a foreign official (including employees of government-owned or controlled entities), foreign political party (including any official thereof), official or employee of an international public organization, or candidate for foreign political office; and "Prohibited Purpose" means assisting a party to obtain or retain business for or with, to secure an improper advantage, or to direct business to, any person, by:
a) influencing any act or decision of a Covered Recipient in such Covered Recipient's official capacity;
b) inducing a Covered Recipient to do or omit to do any act in violation of such Covered Recipient's lawful duty;
c) securing any improper advantage; or
d) inducing a Covered Recipient to use such Covered Recipient's influence with a foreign government (or instrumentality thereof) to affect or influence any act or decision of such government (or instrumentality thereof), including entities that are government-owned or controlled.
Customer further warrant that it will not engage in any commercial bribery, kickback schemes, or other forms of improper payments to any person, private or public, and agrees that it will not create or submit any false, inaccurate, or misleading invoices or other business documents related to any use of the Site or Services. Customer will permit, upon request, Cvent reasonable access to its books and records and/or to conduct periodic or ad hoc audits, as Cvent deems necessary. Upon request, Customer agrees to provide Cvent with a written certification attesting its compliance with the foregoing anticorruption requirements.
22. Press Releases; Customer List
Customer agrees that Cvent may use its organization's name and logo to identify Customer as a customer of Cvent on Cvent's website, and as a part of a general list of Cvent's customers for use and reference in Cvent's corporate and marketing literature. Additionally, Customer agrees that Cvent may issue a press release identifying Customer as a Cvent customer, subject to Customer's prior approval which will not be unreasonably withheld or delayed.
23. Legal Fees
Cvent shall be entitled to recover reasonable attorney's fees in the event Cvent is the prevailing party in any legal action to enforce or interpret this Agreement.
24. 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 Customer 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.