Last Updated: November 7, 2013
You may not access the Site or any content on the Site if you are a direct competitor of Cvent, except with Cvent's prior written consent.
The Supplier Network is an online network for meeting and event planners (hereafter called "Users") to search, select and source meeting and event industry suppliers. The Supplier Network includes two venue sourcing solutions for Users, the Professional edition and the Enterprise edition, which includes all the features available in the Professional edition plus the additional features listed below. Users may purchase a license for both the Professional and Enterprise editions.
|Features||Professional Edition||Enterprise Edition|
|Number of user logins||1||10|
|Unlimited customer support (9am - 9pm EST M-F)|
|Unlimited site selection searches|
|Unlimited RFP usage|
|Multiple account log-ins (includes distinct access rights)|
|Cancelled space management|
|Preferred and negotiated rate storage|
|Custom supplier categories|
|RFP history storage|
|Rate history storage|
|Stored documents and attachments|
|Multiple organization profiles|
|Custom questions for RFPs|
|Custom branding on RFPs|
|Workflow & RFP approval process|
Subject to the terms and conditions of this Agreement, during the Term of the applicable Order Form, Cvent will provide you with a non-exclusive, non-transferable license 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 or your clients' business operations outsourced to you. 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 license, 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.
Users and Suppliers agree (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; (iv) not to generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (v) not to display or transmit any unlawful, harmful, hateful, racially, ethnically or objectionable material of any kind; (vi) not to distribute in any way files that contain viruses, corrupted files, or any other similar programs; and (vii) not to interfere or disrupt the network's functionality.
Users and Suppliers are solely responsible for the actions of their respective employees and agents that use the Supplier Network on their behalf, including without limitation to submit, accept or reject RFPs and bid responses and for related communications with other members of the Supplier Network. Users and Suppliers assume 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 the User and the applicable Supplier(s). Cvent is not responsible for any breach by either party of the terms of any transaction or associated transaction-related activities.
Users represent and warrant that (i) each RFP submitted by User (or on behalf of User by its employees or agents) is authorized and intended for an actual meeting, and (ii) all RFP data and other information User, its employees or agents provide for use on the Site (the "User Content") is owned by User or User has the right to grant the license set forth hereunder. User retains any and all rights it may possess to User Content provided to Cvent through the Supplier Network or collected from others by Cvent on behalf of User. User grants Cvent a limited, non-exclusive right to use the User Content (including copyright, trademark, patent, publicity or other rights) for Cvent to operate the Supplier Network and to disclose the User Content to third-party Suppliers and service providers to operate the Supplier Network.
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) is correct and 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. 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 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. 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.
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.
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.
6.1 General. Supplier shall purchase the specified advertising for the properties identified in the Marketing Agreement, and Cvent agrees to provide advertising placement during the applicable term for Supplier's properties that obtain advertising thereunder. Eligibility for CVB Copy Feature and VIP Program requires purchase of a Cvent Diamond Listing and Marketing Bundle. Supplier's upgraded venue listing(s) will be displayed within the Supplier Network during the Term specified in the Marketing Package(s) provided Cvent has received the necessary Supplier content in an acceptable format two business days prior to the Term start date. If content is received later than that, the Marketing Package will go live on the Supplier Network website two business days following. This will not modify the Term end date. Provided that Cvent shall not downgrade Supplier's listing during the Term of the applicable Marketing Package, 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.
6.2 Diamond Plus. The Diamond Plus Marketing Package is effective as of the date listed therein and will continue until the number of RFPs specified above has been initiated by a click-through of the advertising placement and submitted through the Cvent Supplier Network. Cvent will provide to Customer the advertising placement during the Term specified th erein, subject to available inventory at the time the Marketing Agreement is mutually executed. The Number of RFPs 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.
6.3 Destination Guide. Supplier agrees to provide the necessary marketing collateral and other creative 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) 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 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 content provided by Customer to a Destination Guide advertisement in connection with a promotional event for a property. Supplier agrees that Cvent may charge a one hundred dollar ($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 two hundred fifty dollar ($250) per hour (with a two hour minimum) for the creation of marketing collateral or other creative content requested by Customer.
6.4 Email Newsletter. Supplier agrees to provide the necessary marketing collateral and other creative 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 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.
6.5 Custom Proposal Template. License fee includes the ability to create one custom proposal template for the individual Customer property listed in the Marketing Agreement. If Customer's affiliated hotel chain or management company purchases a Cvent license applicable to Customer which permits use of the custom proposal template for chain and/or brand properties (the "Multi-property License"), then, effective as of the date thereof, the terms and conditions of the Multi-property License will supersede and replace the Marketing Agreement during the remainder of the Term; provided that, notwithstanding the foregoing, amounts already payable by Customer hereunder prior to the date of the Multi-property License shall continue to be payable and Customer shall not be entitled to receive any refunds or credits for amounts already paid thereunder.
6.6 Routing Escalation. Routing/Escalation Rule Package purchase is limited to the Routing/Escalation Rules (the "Limit") listed in the Marketing Agreement. Customer agrees to pay the amount listed in the marketing Agreement for each routing/escalation rule created by Customer over the Limit, provided that Cvent will send email notification if Customer exceeds the Limit, and if Customer does not reduce the number of routing/escalation rules to below the Limit within thirty (30) days after notice is sent, the overage fee shall become due and payable and Cvent shall (i) invoice Customer (Net 30) for the applicable overage fee and (ii) increase the Limit during the remainder of the Term to include the additional routing/escalation rules created by Customer. The Marketing Agreement is valid once signed. Customer may create routing rules (and/or escalation rules and parked reports when available in a future release of the system) up to the Limit.
6.7 Blog. Supplier agrees to provide the necessary marketing collateral and other creative content for each Cvent Blog advertisement in accordance with the following rules: (i) 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) 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 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.
6.8 DISCLAIMER. 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
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. Use of the Supplier Network by any such Supplier Affiliate is subject to the same terms and conditions hereunder as are applicable to Supplier. 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 Supplier or Supplier Affiliate notifies Cvent in writing whether, and the extent to which, such authorization has or has not been granted with respect to such Supplier Affiliate. 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. Cvent cannot and will not be responsible for mediating or otherwise facilitating a resolution to any dispute between Supplier and Supplier Affiliate. 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 Marketing Package and such Marketing Package 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 Marketing Package. 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.
All parties recognize that Cvent and its Partner websites have no control over the quality, accuracy, safety or legality of the products and/or services advertised. 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.
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 User's or Supplier's conduct fail to conform to any of these Terms.
Cvent may modify the Supplier Network website display and terms at any time 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.
Cvent and its Partner websites are not responsible or liable for the availability or content of services and promotions listed by Suppliers on the Cvent website. However, Cvent wants to ensure the quality and integrity of the Site, and appreciates any reports of inaccuracies found on the Site.
THE SITE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CVENT AND WEBSITE PARTNERS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, OR FITNESS FOR A PARTICULAR PURPOSE. SUPPLIER ACKNOWLEDGES THAT CVENT CANNOT COMMIT TO THE VOLUME OF CLICKTHROUGHS OR IMPRESSIONS, OR THE VOLUME OR QUALITY OF RFPs THAT ARE SUBMITTED THROUGH THE SITE.
Cvent's and its Partner websites' liability to you, 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 Marketing Package 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 Marketing Package.
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.
All matters with respect to the Site, these Terms and any Marketing Package 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.
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. 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.
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.
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:
ATTN: General Counsel
8180 Greensboro Drive, Suite 900
McLean, VA 22102
(703) 226 3500
If you become dissatisfied with the Site because of substantial non-performance, you shall give Cvent detailed written notice of such dissatisfaction. Cvent shall have thirty (30) days to cure the substantial non-performance after receipt of such notice. If Cvent fails to cure such substantial non-performance, you may terminate the applicable Marketing Package and Cvent will refund the fees for same on a monthly pro-rata basis starting as of the end of the thirty (30) day cure period. You acknowledge and agree that due to the nature of advertising and the Supplier Network, Cvent cannot and will not commit to the volume or quality of RFPs submitted through the Supplier Network and that any deficiency in RFP volume or quality is not a basis to determine non-performance.
Either party may terminate a Marketing Package 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 your non-payment under any Marketing Package or other Supplier Network agreement: (i) Cvent may accelerate and declare all sums due, and to become due under such agreement, immediately payable without notice or demand. All accelerated future payments due under such agreement shall be discounted to their net present value at a discount rate of 5% per annum from the day of default. (ii) You shall also be liable for all fees due during the term of the agreement and any additional expenses (including but not limited to reasonable attorneys' fees and accrued interest) Cvent incurs in collecting such delinquent fees. (iii) In the event of your non-payment of undisputed amounts payable to Cvent, Cvent reserves the right to restrict 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.
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 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 this Agreement. Company is not liable for excusable delay.
You may not issue any press release or other public statement regarding the existence, terms or subject matter of any agreement or relationship with Cvent without Cvent's prior written consent. You agree that Cvent may use Your organization's name and logo to identify You 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, 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.
This Agreement supersedes any prior agreement or understanding between the parties whether oral or written in relation to its subject matter. This Agreement may only be modified by a written amendment signed by authorized representatives of each party. 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 this Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions.
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