Last Updated: December 7, 2012
You may not access the Site or the Services if you are a direct competitor of Cvent, except with Cvent's prior written consent.
These Terms are incorporated by reference into each order form executed by the company or individual identified as the “Customer” therein (“Customer”) and Cvent, pursuant to which the Customer receives the right to access and use Cvent's owned and/or leased computer systems and certain proprietary and licensed software and other information (the “Cvent System” or “Services”) as upgraded from time to time (the “Order Form”). These Terms and the Order Form together comprise a binding written agreement between Customer and Cvent, effective as of the date of mutual execution of the Order Form by Cvent and Customer (this “Agreement”). Cvent may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms at the domain or subdomains of http://www.cvent.com where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with you.
Unless your Order Form states otherwise, you shall receive the following features with your base edition of the Cvent Event Management Product.
|Administrative||Professional Edition||Enterprise Edition|
|Online training and online user guides|
|Unlimited customer support (24 hours, 7 days/week)|
|Number of user logins||1*||5*|
|Internal calendar for planners|
|Event approval process|
|Resource Management||Additional Fee||Additional Fee|
|Custom contact fields||Up to 20||Up to 100|
|Group contact management|
|Search and merge functions|
|Address book segmentation|
|Invitations and eMarketing Engine|
|Text and HTML emails|
|Reminder, confirmation, regret, no-show, post-event emails|
|Target marketing, mail-merge and dynamic content|
|Email content analysis tool|
|Invitation forwarding and email capture|
|eMarketing Module (for newsletters, promotions, etc.)||Additional Fee||Additional Fee|
|Registrant (pre-event) and attendee (post-event) questions|
|Regret and Cancellation questions|
|Session level questions|
|Advanced Registration Options|
|Multiple registration fees|
|Walk-in registration (kiosk mode)|
|Registration rules (i.e. you must select 2 sessions to proceed)|
|Dynamic registration paths||**|
|Online fee collection and automatic refunds|
|Discounts codes, early bird rates, partial payments and service fees at check-out|
|E-commerce gateway account (VeriSign, PayPal, Moneris, Cybersource, etc.)||1*||1*|
|Assign general ledger (GL) codes|
|80+ standard reports and 50+ cross event reports|
|Unlimited custom reports|
|Dashboard views of data (list, pie chart, or bar graph)|
|Parked reports (delivered via email link)|
|Maps and driving directions|
|Sync to calendar|
|Social media share bar|
|Graphics/documents library||2 GB*||5 GB*|
|Advanced website design||6 Custom HTML pages, 1 tab||99 Custom HTML pages, 10 tabs|
|Mobile-friendly event website|
|Events calendar for invitees|
|Branding Package (Custom URL, Favicon, Custom Footer, etc.)||Additional fee||Additional fee|
|Event Logistics and Management|
|Name badges (with bar codes and QR codes)|
|Hotel & Travel module|
|Budget Allocation/HCP (includes 40 implementation hours)||Additional fee||Additional fee|
|Meeting Request Form||Additional fee||Additional fee|
|Meetings management module (inclusive of meeting request forms & workflow)||Additional fee||Additional fee|
|Passkey (hotel) integration|
|Concur Travel integration||Additional fee||Additional fee|
|GetThere (air travel) integration||Additional fee||Additional fee|
|GDS integration (Sabre, Amadeus, Apollo, Galileo, Worldspan)||Additional fee||Additional fee|
|Webex integration||Additional fee||Additional fee|
|Salesforce integration||Additional fee||Additional fee|
|Single Sign-On||Additional fee||Additional fee|
|HTTP post page data transfer||Additional fee||Additional fee|
|External authentication||Additional fee||Additional fee|
|API access||Additional fee||Additional fee|
= Included in base user license
* = May purchase additional
** = Feature included when Dynamic Registration Paths is purchased a la carte
*** = Additional fee applies if Enterprise version was active for customer prior to this feature's general release
Irrespective of edition (in either Professional or Enterprise edition), you may hold up to 100,000 contacts in the Cvent System at any given point in time. Additional contacts may be stored for $.25 per contact per year. You may send up to 500,000 emails per year. Additional emails may be sent for $.05 per email. Emails that do not include a link to a Cvent event registration process (e.g., email newsletters) will be assessed an additional charge and are not included in either the Professional or Enterprise editions. Customers purchasing the eMarketing Module may send email newsletters, promotions, announcements and other non-event-related communications, without incurring any extra per email charge, up to the annual limit of 500,000 emails. 2GB and 5GB of storage is provided for the graphics/documents library in the Professional and Enterprise editions, respectively. An additional 5GB of storage is available for $250. Contact your Account Executive to purchase additional contact storage, annual emails or additional graphics/documents library storage.
Cvent provides event building services by its professional staff. The Event Build complexity levels are categorized, from lowest to highest, as Simple Builds, Medium Builds, Advanced Builds and Complex Builds, characterized by the attributes below:
|Travel||No||1-5 Hotels||5-10 Hotels||10+ Hotels|
|Discount codes, early bird rates, and partial payments||No||Yes||Yes||Yes|
|Session visibility and/or registration roles||No||Yes||Yes||Yes|
|Event Length||1 day event||2 day event||3 day event||4+ day event|
The highest complexity level in which any two of an Event Build’s attributes belong determines the complexity level of the Event Build. Your Order Form may specify a number of Event Builds of a given complexity level and price. Cvent reserves the right to determine that an Event Build is of a higher complexity level than previously assigned, and you will be charged as specified in your Order Form or, if not specified, for the difference in then-current Event Build complexity level rates. An additional fee, as specified on your Order Form or otherwise at then-current rates, may be charged for optimizing an event site and registration process for display on mobile devices.
If you wish to process credit card payments in connection with the Cvent System, you must first establish your own merchant bank account and an account with a provider of credit services on the Internet supported by Cvent. Cvent cannot and does not guarantee that you will be able to qualify for and obtain a merchant account compatible with the Cvent System. You are responsible for testing the connectivity of your merchant account (including authorization, settlement and refund) prior to processing credit card payments at your event. You are responsible for all fees and expenses generated in your merchant bank account. Any refunds or credits must be independently arranged between you and your registrants or your clients' registrants. If you or your client cancels an event for which you have collected fees or if you permit partial or complete refunds, you must maintain sufficient funds in your bank account so that the Cvent System may issue such refunds to your registrants. For security purposes, funds collected will not be held by Cvent at any point in this process. All funds will pass from registrant to customer without ever being deposited in accounts controlled by Cvent.
Your Order Form may specify a number of registrants allowed for a given service level and or price. You will be billed for any registrations beyond this number at the rate specified in your Order Form, or the then current rates for overage if none is specified. Except for price, which may differ, you agree that registrations incurred beyond the contracted level will be subject to the same terms. For Order Forms specifying per-event pricing, each event activated in the Cvent System will be counted for billing purposes except events flagged in advance for administrative purposes by Cvent Customer Service.
A Registrant is defined as a person registering via a registration process created within the Cvent system, even if the Registrant was submitted manually through the back end of the system. Guests registered under a Registrant will count as a Registrant for billing purposes. Each registration will count as a Registrant for billing purposes from the point of submission, not from the point of approval or confirmation. If a person cancels, the initial registration still counts as a Registrant for billing purposes.
You agree that the number of Registrants listed under minimum usage fee in your Order Form is the minimum number of Registrants you agree to use and pay for per annum. Should you use less than this minimum number, fees due under the Order Form will not be reduced. Unused registrants will not roll over to another term year.
You agree to pay all fees and other charges in accordance with this Agreement. All fees are due Net 30 from invoice date. If you do 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 your 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, you will be charged the annual amount three times.
If you exceed the contracted level of Services during the term of this Agreement, you will be charged as specified in your 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 your Order Form, limits will apply as specified by product earlier in this document. You are 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. If the Order Form specifies a certain number of events, registrants, emails or other billable instances annually, then this limitation pertains to each Contract Year of the Term, unless otherwise specified. Emails are counted when sent, Registrants when the individual is registered, Contacts when created, and Events when created (not the actual date of the event). Unless otherwise provided in the Order Form; if you continue to use the Services beyond the Term, the Order Form will renew for another Term at then-current rates.
If you become dissatisfied with the Services because of substantial non-performance, you shall give the Company 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 Order Form and Cvent will refund your “TOTAL Annual Fees” on a monthly pro-rata basis starting as of the end of the thirty (30) day cure period, unless calculation of actual usage would lead to a lower refund amount, in which case that calculation will be used.
Either party may terminate a 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 you fail to pay fees when due, then you 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.
Subject to the terms and conditions of this Agreement, Cvent will provide you with a non-exclusive, non-transferable license to access and use the Cvent System as upgraded from time to time. You may use the Cvent System only for purposes of performing your internal business operations or your clients' business operations outsourced to you. You 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 you 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.
You shall be responsible for the adequacy and accuracy of all data that you provide to Cvent through the Cvent System, and/or to your account. Even though Cvent maintains redundant servers, you are responsible for the backup of your data used in conjunction with the Services.
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.
Customer agrees that it is solely responsible for any use of the Services, including without limitation for any data, materials and content uploaded to or transmitted using the Services, by Customer or its employees or agents. Customer represents and warrants that all data, materials and content it provides for use with the Services, and any use or transmission thereof, 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, costs and expenses including reasonable legal fees incurred by Cvent arising out of any breach of the foregoing representation and warranty.
You will not use our Services 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. If you use our Services for illegal conduct or to spam, we may immediately suspend or terminate your 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 violations, 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 your Order Form even if your access to the Services is terminated for spamming or other illegal conduct.
All email messages sent from Cvent, including invitations, reminders and confirmations, must contain an "unsubscribe" link that allows subscribers to remove themselves from your email messages. You acknowledge and agree that you will not hide, disable, or remove the opt-out link from the foregoing emails. You will actively manage and process unsubscribe requests received by you directly within ten days of submission, and update your email lists and address books to reflect the unsubscribe requests.
Your 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 you. It also must include your valid physical postal address and comply in all other respects with applicable law. You 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's liability to you, your affiliates, registered agents, assignees, registrants or any third party claims for any recoverable losses or damages arising under this Agreement including any Order Form(s) 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 Agreement during its then-current Contract Year. If no fee is paid to Cvent, Cvent does not retain any liability.
IN NO EVENT WILL YOU, 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 FOR: (i) ANY DAMAGES CAUSED BY YOUR FAILURE OR THAT OF YOUR CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS TO PERFORM THEIR RESPONSIBILITIES; (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR (iii) ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CVENT WILL NOT BE HELD RESPONSIBLE, OR CONSIDERED TO HAVE FAILED TO MEET ITS OBLIGATIONS UNDER THIS AGREEMENT, IF IT EITHER DELAYS PERFORMANCE OR FAILS TO PERFORM AS A RESULT OF ANY CAUSE BEYOND ITS REASONABLE CONTROL.
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.
Notwithstanding any provision to the contrary in this Agreement, you acknowledge and agree that use of the Cvent Services to transmit, process or store Highly Sensitive Personal Information (as defined below) is unnecessary for use of the Services and therefore you shall be solely responsible for any such use of the Services by yourself or your employees, agents or subcontractors and Cvent shall bear no risk or liability for same. “Highly Sensitive Personal Information” shall be defined as (a) social security numbers; (b) passport numbers or other government issued id numbers, date of birth and/or gender, except solely to the extent required by applicable regulations of the Department of Homeland Security or other government regulatory body; (c) health or medical information (other than food allergies or medical contact information); (d) financial account information (other than payment information entered securely using Cvent's online payments module); 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).
This Agreement will be governed by the laws of the Commonwealth of Virginia, USA applicable to contracts made and performed wholly within Virginia without regard to any conflict of law principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. 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 the Services or this Agreement between the parties. The parties waive their right to a jury trial.
Any notice pursuant to this Agreement 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, postage prepaid, with return receipt requested; (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, and that the email clearly states in the subject line that it is intended to give notice under this Agreement.
You agree that you, your 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. You further agree that should such a situation occur, Cvent would be caused irreparable harm and be entitled to injunctive relief.
You acknowledge that Cvent or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Services, and any or all modifications to the Services, related documentation and marketing materials regardless of (i) whether such intellectual property notices appear on the materials or (ii) whether such intellectual property notices have been filed with governmental agencies. Nothing in this Agreement will directly or indirectly be construed to assign or grant you any right of ownership, title or interest in the Services, or any intellectual property rights relating thereto.
You agree not to disclose to anyone Cvent's trade secrets and that you will not use any of the information available on the Site to compete against Cvent or reverse engineer our product offerings. No competitors or future competitors are permitted access to our site or information, and any such access by third parties is unauthorized. You agree that you will not copy, record, publish, compile, reproduce, republish, use or resell for any competing commercial purpose any information on our site. In addition, you agree to pay all reasonable attorney's fees and costs incurred in enforcing these provisions.
To the best of Cvent's knowledge, all material published by Cvent on its web pages and other media properties, are done in full agreement with the original 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
You understand and agree that any third party data, content, materials or software (“Third Party Content”) which may be published on the Cvent website or otherwise made available through the Services may be subject to third party licenses, that such licenses may be altered or revoked at any time by the applicable third party licensor, and that, provided there is no material reduction of functionality in the Cvent System, removal or alteration of Third Party Content shall not constitute a material breach of this Agreement or any Order Form.
Except for assignment to a party's affiliate (any entity which directly or indirectly controls, is controlled by, or is under common control with such party), or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other party, neither party may assign or otherwise transfer any right or obligation set forth in the Agreement without the other party's prior written consent, not to be unreasonably withheld or delayed. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
This Agreement supersedes any prior agreement or understanding between the parties whether oral or written. 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.
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.
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. Customer agrees that Cvent may use Customer’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.
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