TERMS OF USE FOR CVENT ONSITE SOLUTIONS

 

Last Updated: April 13, 2016

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these “Terms of Use” or “Terms”) describes the terms under which Cvent, Inc. and its affiliates (including wholly-owned subsidiary Cvent OnArrival, Inc. d/b/a Alliance Tech) (collectively, “Cvent”) offers each individual or entity (hereinafter, “You” or “Customer”) a license to access the web-based and/or mobile application-based software solution(s) (the “Software”) and to receive equipment rental, maintenance, hosting, and customer support services (together with the Software, collectively, the “Service”). You agree to comply with and to be bound by the Terms set out below.

1. Order Forms

These Terms are incorporated by reference into each order form, proposal, statement of work, online form, or other ordering document in whatever medium (“Order Form”) executed by the company or individual identified as the “Customer” therein and Cvent, pursuant to which Cvent agrees to license and provide the Service to Customer, as upgraded from time to time, during the Term and in exchange for the fees specified therein. These Terms and each Order Form referencing these Terms 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 for new Order Forms 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. In the event of any conflict between the provisions contained in an Order Form and these Terms of Use, 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, or in these Terms but not the applicable Order Form, shall not be deemed to be a conflict for purposes of this sentence).

2. Term

The term of this Agreement (“Term”) shall be the period set forth on the applicable Order Form, whether for one or more Customer events or for a set duration of months or years. If the Term spans multiple 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 otherwise agreed in writing by Cvent and Customer, or You provide timely notice of nonrenewal as specified in the applicable Order Form.

3. Service Description: Onsite Solutions

3.1 Check-In and Attendance

3.1.1 Onsite Check-In and Badge Printing: The Service’s check-in solution permits event staff to rapidly process registration and session check-ins. Check-ins and other processing tasks may also be performed by attendees on a self-service basis.

          List of Features and Support (see features chart below for availability details):

          Setup and support

3.1.2 Attendance Tracking: The Service’s attendee tracking solution provides the ability to track an attendees journey at the event, through a designated badge tracking option (RFID or QR code) combined with badge reading devices. Metrics and reporting are provided to assist customer in determining attendee interests and preferences.

          List of Features and Support (see features chart below for availability details):

Onsite Solutions – Features Chart – Part 1
Onsite Check-In and Badge Printing Basic Premium 360
Event Check-In Check Mark Check Mark Check Mark
Fee Collection (Card on File, New Credit Card, Offline) Check Mark* Check Mark* Check Mark*
Collect Donations/Sell Additional Items Check Mark* Check Mark* Check Mark*
Barcode Scanning (camera) Check Mark Check Mark Check Mark
Session Check-In   Check Mark Check Mark
Barcode Scanning (external IR barcode scanner) *   Check Mark Check Mark
Signature Collection   Check Mark* Check Mark*
QuickScan Kiosk Mode (Tap n Go)   Check Mark Check Mark
Kiosk Mode   Check Mark Check Mark
On-demand Badge Printing (B&W)   Check Mark Check Mark
RFID Badge Encoding/Color Printing   Additional Fee
ID Card Printing   Additional Fee
Attendance Tracking Basic Premium 360
Track Session Attendance   Check Mark Check Mark
Track Check-Out Times   Check Mark* Check Mark*
Configurable Access Controls Check Mark Check Mark
Handheld Barcode Scanner Check Mark Check Mark
Passive RFID Tracking – Overheads/Mats     Additional fee
Passive RFID - Calculate attendance duration   Additional Fee
Now/Next (Digital Signage)  
Displaying sessions ‘Now’ and up to six (6) ‘Next’ sessions   Additional Fee
Display canceled sessions   Additional Fee
Sponsorship assignments   Additional Fee
Materials Redemption  
Track pickup of swag/gifts based on attendee type   Additional Fee
QR Code (Camera) or RFID Scanning   Additional Fee
Support Services and Equipment Rental      
Customer Care (24 x 7) Check Mark Check Mark Check Mark
Project Manager Check Mark
Hardware (details and fees specified on SoW) Additional Fee Additional Fee
Onsite Support (details and fees specified on SoW) Additional Fee

Check Mark = Included in base user license
* = Requires additional product - Cvent Event Management (licensed separately)

3.2 Lead Capture and Exhibitor Booth Tracking

3.2.1 Lead Capture: The Service’s lead capture solution enables Customer’s authorized users (event staff and/or exhibitor personnel) to retrieve attendees’ event registration information and contact information (“Leads”), and to rate and add qualification data to Leads (“Lead Data”) (collectively, “Lead Information”). Users may collect Leads by scanning a barcode or QR code displayed on an event attendee’s badge or mobile device, by manually entering an attendee’s information, or by using RFID-enabled collection to automatically gather relevant information from booth visitors.

          List of Features and Support (see features chart below for availability details):

3.2.2 Exhibitor Visitor Tracking: The Service’s exhibitor visitor tracking solution provides Customer with real time views to track and measure attendee activity and interest within an exhibitor’s booth, and to help identify potential leads not captured with a lead management device. Standard reports provide increased insight into attendee interests and preferences.

          List of Features and Support (see features chart below for availability details):

Onsite Solutions – Features Chart – Part 2
LeadCapture Application Only Application & Equipment Rental
Scan attendee badges containing 1D/2D barcode or QR code. Check Mark Check Mark
Customize Lead qualification survey   Additional Fee
Access lead details via secure Exhibitor Portal. Ability to export leads. Check Mark Check Mark
Real time syncing when connected to network. Check Mark Check Mark
Offline functionality (w/o network connection) Check Mark Check Mark
Scanning Device (Integrated iPod Touch with IR barcode scanner)   Check Mark
UHF RFID Scanning   Additional Fee
Mobile Platform(s) Supported iOS, Android iOS only
Universal LeadCapture Application Only Application & Equipment Rental
Scan attendee badges containing 1D/2D barcode or QR code. Check Mark Check Mark
Customize lead qualification survey Additional Fee Additional Fee
Survey question branching logic Check Mark Check Mark
Access lead details via secure website. Ability to export leads. Check Mark Check Mark
Real time syncing when connected to network. Check Mark Check Mark
Offline functionality (w/o network connection) Check Mark Check Mark
Integrations  
Experient Badge Kit Check Mark* Check Mark*
CompuSystems Badge Kit Check Mark* Check Mark*
ITN Badge Kit Check Mark* Check Mark*
ATS Badge Kit Check Mark* Check Mark*
Webges COVR Badge Kit Check Mark* Check Mark*
Eloqua integration Additional Fee Additional Fee
Equipment Rental  
Scanning Device (Integrated iPod Touch with IR barcode scanner)   Additional Fee
Scanning Device (Integrated iPhone 6+ with IR barcode scanner)   Additional Fee
Scanning Device (iPad Mini)   Additional Fee
Mobile Platform Supported   iOS
Exhibitor Visitor Tracking Application Only Application & Equipment Rental
Measure attendee participation by product area   Check Mark
Access real-time reporting of booth visits and duration   Check Mark
Visual Mapping   Additional Fee

Check Mark = Included in base user license
* = Badge Kit provider may charge additional access fee

3.2.3 Lead Capture License Options.

3.2.3.1 For Event Organizers: Customer as the event organizer may purchase user licenses to allocate among event staff and third party exhibitors at one or more events.

3.2.3.2 Single Event License for Exhibitors: An event organizer may enable exhibitors to obtain user licenses directly from Cvent via the Exhibitor Portal (described below); provided that where Customer as the event organizer does not purchase user licenses in advance, Customer agrees that the Service will be the sole and exclusive lead capture solution available for the event (except to the extent the parties mutually agree to waive this requirement in the case of a particular exhibitor or event).

3.2.3.3 Multi-Event License for Exhibitors (“Universal Lead Capture”): A Customer that wishes to use a single lead capture solution for multiple tradeshows, conferences and other events it attends as an exhibitor or sponsor may license the solution on a subscription basis to use for all such events during the license term. Where an event does not utilize Cvent’s event registration software, Customer understands and agrees that Cvent will use commercially reasonable efforts to obtain the necessary “badge kit” or similar codes or credentials to unlock attendee information for use with Cvent’s lead capture solution, however Cvent cannot guarantee cooperation by third party event registration service providers.

3.2.3.4 License Options: Application & Equipment Rental, or Application Only: A license that includes device-rental permits an authorized user to use the Software for lead management at a specified event, preinstalled on an iOS mobile device or scanner provided at the event location by Cvent or a third party supplier. A software-only or “bring-your-own-device” license permits a licensed user to download, install and operate the lead capture software on a supported mobile device or scanner provided by the user or by Customer.

3.3 Exhibitor Portal. You may order user licenses, create and manage user ids (up to the number of purchased licenses), and access your Leads and Lead Data through Cvent’s lead management and exhibitor management web applications (the “Exhibitor Portal”), as well as through the Event Management web application if Customer has licensed that product. You will have access to both Leads and Lead Data for attendees whose information your own staff have scanned or entered through the App. Where Customer is the host or organizer of an event and has allocated user licenses to one or more third party exhibitors, Customer shall have access to Leads and Lead Data collected by such exhibitors.

3.4 User IDs. Cvent will assign you one or more User IDs that will enable you to access the Software. You shall take reasonable precautions to protect against theft, loss or fraudulent use of such User IDs, and you are solely responsible for any losses arising from another party’s use of such User IDs, either with or without your knowledge.

3.5 Supported Devices, Operating Systems, Software Releases and Upgrades.

3.5.1 Devices. Cvent currently provides native, compiled Apps for the following devices: iPhone, iPad, iPod Touch and various 3rd party peripherals providing RFID reading or IR Scanning capabilities. In addition, the Cvent LeadCapture app is supported on various Android handheld and tablet devices.

3.5.2 Operating Systems. Cvent provides technical support for Apps on the current major release and immediately preceding major release of iOS. In addition, the Cvent LeadCapture app is supported on the current major release and immediately preceding major release of Android.

3.5.3 Software Releases. Cvent provides technical support for Apps which are based on the most current release of the App or prior versions of the App for releases occurring up to six (6) months prior to the current release. Customers will be provided opportunities to upgrade their existing Apps to the most current App release.

3.5.4 Upgrades. During the term of this Agreement, if Cvent upgrades the version of the Software you are using under the Agreement, you will not be charged an upgrade fee. Should Cvent offer additional optional software modules in the future that complement the Software, you may elect to purchase the optional software modules for an additional fee.

3.6 Equipment. Customer shall be responsible for all equipment supplied by Cvent under the Agreement, whether provided directly to Customer by Cvent or through a third party supplier. At the conclusion of Customer’s event, Customer will return all equipment supplied by Cvent. All such equipment will be returned in proper working order and in the same condition as when it was furnished to Customer. Customer is responsible for any damage to such equipment, as determined by Cvent or its third party supplier, and hereby agrees to pay Cvent for any such damage, up to the replacement cost of the equipment.

3.7 Special Disclaimers for Onsite Solutions (including the Service). Cvent disclaims any responsibility for availability or loss of power, Internet or telecommunications service, placement of electrical or network outlets, and for any act, occurrence or circumstance at an event site or any other location which are beyond Cvent’s control.

3.8 Site Requirements. As between You and Cvent, You shall comply with all of the event site or venue’s requirements and guidelines for conducting the event on its premises, including but not limited to any use of its employees or other third party vendors in connection with the event, electrical requirements, audio and visual requirements, fire and safety requirements, insurance requirements, equipment and trash removal, and indemnification and hold harmless obligations. To the extent that Cvent is requested or required by the event site or venue to execute any agreement or acknowledgement of compliance in order to be given access to the premises, You agree to execute all such documents in lieu of Cvent and Cvent’s failure to do so and subsequent inability to perform hereunder shall not constitute a breach of this Agreement.

4. License

4.1 License Grant. Subject to these terms and conditions, and any additional terms contained in an Order Form, if any, Cvent will provide you with a non-exclusive, non-transferable license to access and use the Service during the Term, as upgraded from time to time. You may use the Service only for the purposes of performing your internal business operations or for the limited uses set forth in Section 3 (Software) of these Terms. You may not use the Service 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 Service are granted hereunder, and the Service is and will remain the sole and exclusive property of Cvent and its licensors, if any, whether the Service is separate or integrated with any other products, services or deliverables. You agree that you will use the Service only for lawful purposes and in accordance with these Terms of Use. You shall not attempt to reverse engineer, disassemble or decompile the Software or cause or permit the reverse engineering, disassembly or de-compilation of the Software. Customer understands and agrees that any attempt by Customer (or by others on behalf of Customer) to violate the foregoing license or restrictions set forth in this Section 4 would cause Cvent irreparable injury, and Customer will pay all reasonable attorney's fees and legal costs incurred by Cvent to enforce the provisions of this Section 4.

4.2 Preexisting Materials/Development. Cvent will retain full and exclusive ownership of all Preexisting Materials and related Intellectual Property. “Preexisting Materials” means any Intellectual Property Rights or tangible personal property of either party created before the Effective Date or outside the scope of this Agreement, or any proprietary licensed software, design templates, event management, reporting and other event related technologies and systems, and related documentation owned or licensed by Cvent, or any modifications or derivative works thereof, including after the Effective Date. Preexisting Materials shall include, without limitation, Cvent’s proprietary software, including Intelligent Leads, Intelligent Attendance, Intelligent Check-In, Intelligent Exhibitor, Intelligent Registration, Intelligent Connect, and Intelligent Mobile. Cvent may expand this definition as reasonably warranted. Customer acknowledges and agrees any software and any deliverables Cvent creates pursuant to this Agreement are not and will not be considered as “works made for hire” under the United States Copyright Act, Title 17, United States Code or “joint works of authorship,” or any other designation tending to imply that Customer has or retains ownership or authorship rights therein or thereto, but are licensed to Customer in accordance with and subject to the terms and conditions of this Agreement. Cvent retains all ownership, intellectual property rights and title to such software and deliverables and to the extent that any such rights vest initially with Customer by operation of law or for any other reason, Customer hereby perpetually and irrevocably assigns, transfers, and quitclaims all such rights to Cvent. Subject to Cvent’s confidentiality obligations in Section 9, nothing herein prevents or limits Cvent’s right to undertake engagements for any other entity, transfer or license the deliverables to other parties, or to reuse them in whole or in part in other projects, including a competitor of Customer, whether or not similar to this engagement.

5. Pricing and Payment

5.1 Payment Terms. The pricing and payment terms for the Service are as set forth in the applicable Order Form signed (or, for online orders, electronically acknowledged) by you and Cvent. Except as otherwise agreed in writing and signed by an authorized representative of both parties, all payments for Service shall be immediately due upon submission of an Order Form and payable by check, wire or ACH. Orders under $7,500 may be paid by credit card. Without limitation to any other legal or equitable remedies available to Cvent, we may withhold provision of Service if payment has not been received in full.

5.2 Sales Tax. You are responsible to pay all applicable federal, state or local sales tax. If the applicable tax rate is different from the published rate at the time of placing the order, Cvent may adjust the tax payable by Customer accordingly. If you are tax exempt in the state in which you will be using the Service, you must provide a Sales Tax Exempt Certificate for that state with your signed Order Form, otherwise tax may be charged to your order.

5.3 Interest on Late Payments. All past due payments will accrue interest due at a rate of two percent (2%) per month on the unpaid balance from the due date until paid in full, unless the applicable maximum rate chargeable is less, in which case that rate shall apply.

6. Termination

6.1 For Uncured Material Breach. Either party may terminate an Order Form if the other party (i) breaches any material term or condition and fails to cure within thirty (30) days written notice, or (ii) becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership. If Customer terminates an Order Form in accordance with this paragraph, Cvent will refund any prepaid fees covering the remainder of the Term of the Order Form as of the effective date of termination.

6.2 Suspension or Termination of Service by Cvent.

6.2.1 Cvent may immediately restrict or suspend your access to the Service without prior notice in the event Cvent becomes aware of, or reasonably suspects, any Prohibited Uses (as defined below in Section 7) of the Service by you or your authorized users. Cvent will act in good faith and use reasonable efforts to notify Customer via phone or email before imposing any such suspension or restriction.

6.2.2 In the event of non-payment or other uncured material breach of this Agreement by the Customer: (i) Cvent may accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand, provided that 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. (ii) Cvent reserves the right to suspend access to the Service, and, without limiting the generality of the foregoing, Cvent may, at its option, elect to terminate the Agreement or restrict your users’ access to the Service for failure to pay any fees associated with the Agreement that are past due by more than sixty (60) days. Cvent’s exercise of the foregoing remedies shall not reduce the amounts due under this Agreement or any Order Form, and Customer shall also be liable for any additional expenses (including but not limited to reasonable attorneys' fees and accrued interest) Cvent incurs in collecting such delinquent fees.

7. Prohibited Uses

Customer agrees that its use of the Service shall at all times be in compliance with applicable local, state, national, and international laws and regulations. Customer will not use the Service (i) to impersonate any person or entity or engage in any fraudulent business practice, including generating invalid impressions, clicks, or other actions; (ii) to display or transmit any unlawful, harmful, hateful, racially, ethnically or objectionable material of any kind; (iii) to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; (iv) in any manner which exceeds the scope of its license under Section 4 (License) of this Agreement; (v) to interfere with or disrupt the integrity or performance of any component of the Service or third-party data contained therein; or (vi) for illegal activities (all the foregoing “Prohibited Uses”).

8. Ownership and Use of Content and Data

Customer grants Cvent a limited, non-exclusive right to access, use, and redistribute the materials, information, and content Customer provides or transmits to Cvent (“Customer-Provided Content”) via the Software, and to data or other information Customer collects (or which Cvent collects on behalf of Customer) from event attendees or others using the Software (“Customer Data”) in order for Cvent to provide the Service. Customer retains any and all rights it may possess to Customer-Provided Content and Customer Data. Cvent will only use any Customer-Provided Content and Customer Data as reasonably required for providing the Service as contemplated hereunder and in accordance with Cvent's Privacy Policy (http://www.cvent.com/en/privacy-policy.shtml) and all applicable data privacy laws and regulations laws (collectively, “Data Privacy Policy and Rules”). Both Cvent and Customer will comply in all material respects with the Data Privacy Policy and Rules, and will provide such help and cooperation as is reasonably necessary or requested to the other to comply with the same. Customer acknowledges that it has been advised by Cvent that the Services may be configured by Customer to share personally identifiable information, including those contained in Customer Data, with third parties and that Cvent is permitted to do so based on such configuration by Customer. Customer also acknowledges and agrees that if it sends or otherwise provides Customer-Provided Content or Customer Data to others using the Software, any recipients may copy or redistribute such content or data, 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. Cvent may retain offline copies of Customer-Provided Content and Customer Data on backup media for archival purposes for a reasonable period of time following expiration or termination of this Agreement.

Notwithstanding anything to the contrary in this Agreement, Customer hereby acknowledges and agrees that Cvent may use Customer-Provided Content and Customer Data for the purpose of creating aggregated and/or anonymized statistics (the "Aggregate Data"). Aggregate Data shall not identify Customer as the source of any specific piece of data, and shall not include any personally identifiable information or data specific to any individual users of the Service.

Customer acknowledges that Cvent or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Service (including without limitation to any Software and modifications thereto) and to any related documentation and marketing materials, regardless of whether (i) such intellectual property notices appear in the Software or in related documentation or materials, or (ii) such intellectual property notices have been filed with governmental agencies. Nothing in this Agreement will directly or indirectly be construed to assign or grant Customer any right of ownership, title or interest in the Software or any component of the Service, or any intellectual property rights relating thereto. No competitors or future competitors of Cvent, or of any Cvent subsidiary, are permitted access to the Service without the prior written consent of Cvent in each instance, and such consent may be withheld in Cvent’s sole discretion.

Customer agrees not to disclose to anyone any proprietary or confidential information of Cvent which Customer may receive or have access to through the Service (the “Cvent Content”), or to use any Cvent Content to compete against Cvent or reverse engineer any Cvent product or service. Customer agrees that it will not resell or, for any competing commercial purpose copy, record, publish, compile, reproduce, republish, or use any Cvent Content. Customer agrees to pay all reasonable attorney's fees and costs incurred in enforcing the provisions of this Section 8.

9. Confidentiality

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 in any way disclose to third parties any Confidential Information of the disclosing party (“Discloser”), except for the provision of the Service to the extent necessary to provide the Service under these Terms, and for any other purpose Discloser may hereafter authorize. 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 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 Form shall be deemed Confidential Information of both Cvent and the 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 (at Discloser’s sole expense) such requirement of disclosure, unless it is prevented from providing such notice by the government agency or operation of law.

The parties agree 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 Term of Use.

10. Representations, Warranties, Exclusive Remedies, and Disclaimers

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

Cvent warrants that (a) the Service materially conform to the specifications set forth in the Order Form, and (b) the Service will not introduce code, files, scripts, agents or programs into Customer’s systems which are intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. For any material breach of a foregoing warranty, Customer’s exclusive remedies are those set forth in Section 6.1.

EXCEPT AS OTHERWISE SET FORTH HEREIN, THE SERVICE IS 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, FITNESS FOR A PARTICULAR PURPOSE. CVENT DOES NOT REPRESENT OR WARRANT BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SERVICE IS UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, AND THAT THE SERVERS USED FOR THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Indemnification

By Cvent

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 use of the Software by Customer in accordance with the terms of this Agreement, infringes any patent, copyright or federally registered trademark, or misappropriates a trade secret of a third party, and Cvent 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 Software 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 Software in accordance with the terms of this Agreement; (ii) replace or modify the allegedly infringing Software to avoid the infringement; or (iii) terminate the licenses and access to the corresponding Software 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 Software other than in accordance with this Agreement; (ii) modification of the Software by Customer or a third party; (iii) the combination of the Software with any materials contributed by Customer or any third parties if the Software would not directly infringe without such combination; (iv) any third party products, services, hardware, software or other materials; (v) the requirements, specifications or functionality for the Services requested or provided by Customer; or (vi) any obligation of Customer to defend or indemnify Cvent.

By Customer

Customer shall defend Cvent against any Claim against Cvent or a Cvent subsidiary to the extent such Claim alleges that the use of any Customer-Provided Content by Cvent or a Cvent subsidiary in accordance with the terms of this Agreement (including, for avoidance of doubt, the distribution of Customer-Provided Content to event attendees, guests, invitees and other third parties via the Software’s email, web-based and/or mobile application platforms, which Customer acknowledges is its intention) infringes any patent, copyright or registered trademark, misappropriates a trade secret, or violates a privacy or publicity right of a third party, and Customer will indemnify Cvent for all damages finally awarded against Cvent or a Cvent subsidiary by a court of competent jurisdiction, or agreed to in a written settlement agreement signed by Cvent, arising out of such Claim. If Cvent’s use of the Customer-Provided Content under this Agreement is enjoined or Cvent determines that such use may be enjoined, then Cvent may remove or otherwise take down such Customer-Provided Content from the Service at any time in its discretion, and Customer will, at its sole option and expense, either (i) procure for Cvent a license to continue using the Customer-Provided Content in accordance with the terms of this Agreement; (ii) replace or modify the allegedly infringing Customer-Provided Content to avoid the infringement; or (iii) cease all use of the Customer-Provided Content that is the subject of the Claim. Notwithstanding the indemnity obligations specified under this paragraph or anything to the contrary under this Agreement, Customer shall have no defense or indemnification obligation or other liability for any Claim arising from (i) use of the Customer-Provided Content by Cvent other than in accordance with this Agreement; (ii) modification of the Customer-Provided Content by Cvent (other than formatting or similar changes necessary to make such content compatible for use with the Software); (iii) combination of the Customer-Provided Content with any materials contributed by Cvent or any Cvent subsidiary if the Customer-Provided Content would not directly infringe without such combination; or (iv) any obligation of Cvent to defend or indemnify Customer.

12. Limitation of Liability

Disclaimer of Indirect Damages. IN NO EVENT WILL CUSTOMER OR CVENT (OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, PROVISION OR DISTRIBUTION OF ANY SOFTWARE, SERVICES, CONTENT OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT) BE LIABLE FOR: (i) ANY DAMAGES CAUSED BY THE NEGLIGENCE, INTENTIONAL MISCONDUCT OR UNLAWFUL ACT OR OMISSION OF THE OTHER PARTY (OR THE OTHER PARTY’S CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS); (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES (EXCEPT TO THE EXTENT OF ANY DEFENSE OR INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH UNDER THESE TERMS); OR (iii) EXCEPT FOR LOST BUSINESS, LOST REVENUE OR SIMILAR DAMAGES RESULTING FROM CUSTOMER’S BREACH OF SECTION 4 (LICENSE GRANT) OR SECTION 8 (OWNERSHIP AND USE OF CONTENT AND DATA), 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, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Damages Cap. EACH PARTY’S LIABILITY UNDER THIS AGREEMENT, OR FOR PROVISION OR USE OF THE SERVICE OR ANY SOFTWARE, CONTENT OR DATA PROVIDED OR COLLECTED IN CONNECTION WITH THE SERVICE, WHETHER FOR CLAIMS ASSERTED BY THE OTHER PARTY (OR BY ITS AFFILIATES, SUPPLIERS, PARTNERS, REGISTERED AGENTS, ASSIGNEES, CLIENTS OR REGISTRANTS) OR FOR INDEMNIFIED THIRD PARTY CLAIMS, 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 THE OTHER PARTY’S ACTUAL DIRECT DAMAGES, NOT TO EXCEED (IN THE AGGREGATE FOR ALL CLAIMS), THE TOTAL ANNUAL AMOUNT PAID OR PAYABLE UNDER THE AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. IF NO FEE IS PAID TO CVENT, CVENT DOES NOT RETAIN ANY LIABILITY.

Exceptions. THE DAMAGES CAP SHALL NOT APPLY WITH RESPECT TO THE FOLLOWING: (I) CUSTOMER’S OBLIGATION TO PAY FEES AND OTHER AMOUNTS SPECIFIED UNDER EACH ORDER FORM (PLUS LATE PAYMENT CHARGES AND COLLECTION COSTS, INCLUDING REASONABLE ATTORNEY’S FEES, INCURRED BY CVENT IN THE EVENT OF CUSTOMER’S NONPAYMENT OF AMOUNTS DUE) AND TO REIMBURSE CVENT FOR THE AMOUNT OF ANY ACTUAL, OUT-OF-POCKET EXPENSES INCURRED WITH CUSTOMER’S PRIOR APPROVAL; (II) COSTS AND DAMAGES INCURRED BY CVENT OR A CVENT SUBSIDIARY IN CONNECTION WITH CUSTOMER’S BREACH OF SECTION 4 (LICENSE) OR SECTION 8 (OWNERSHIP AND USE OF CONTENT AND DATA); AND (III) EACH PARTY’S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS. FURTHERMORE, AND NOTWITHSTANDING ANY OF LIMITATIONS OF LIABILITY SET FORTH ABOVE IN THIS SECTION 12, IN THE EVENT OF ANY UNAUTHORIZED DISCLOSURE OF PERSONALLY IDENTIFIABLE INFORMATION IN VIOLATION OF THE DATA PRIVACY POLICY AND RULES (“DATA BREACH”), THE PARTY AT FAULT WILL PROMPTLY INVESTIGATE THE CAUSE OF THE DATA BREACH AND AT ITS SOLE EXPENSE TAKE ALL REASONABLE STEPS TO (I) MITIGATE ANY HARM CAUSED TO AFFECTED INDIVIDUALS, (II) PREVENT ANY FUTURE REOCCURRENCE, AND (III) COMPLY WITH APPLICABLE DATA BREACH NOTIFICATION LAWS INCLUDING THE PROVISION OF CREDIT MONITORING AND OTHER FRAUD PREVENTION MEASURES.

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.

13. Sensitive Personal Information

Notwithstanding any provision to the contrary in this Agreement, Customer acknowledges and agrees that use of the Service to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary for use of the Service and therefore Customer shall be solely responsible for any such use of the Service by Customer or its employees, agents, subcontractors or users (including third-party exhibitors authorized by Customer) 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; (f) financial account information, including payment card information (except for credit card information submitted with online orders through the Exhibitor Portal); and (g) 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).

14. Laws and Disputes

All matters with respect to the Service, these Terms, any Order Form, and SOW(s) will be governed by the laws of the Commonwealth of Virginia, USA, 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.

15. 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 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.

16. Non-solicitation

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.

17. 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.

18. 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.

19. Export Compliance

The Software 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. You shall not permit users to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

20. Compliance with Anticorruption Laws

You agree that neither you, nor any officer, director, employee, subsidiary, affiliate, agent, representative or other person working on your behalf in connection with your 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. You warrant that you will not engage in any bribery, extortion, kickbacks, or other unlawful or improper means of conducting business. You also warrant and covenant that you and your 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.

You further warrant that you will not engage in any commercial bribery, kickback schemes, or other forms of improper payments to any person, private or public, and agrees that you will not create or submit any false, inaccurate, or misleading invoices or other business documents related to any use of the Site or Services. You will permit, upon request, Cvent reasonable access to your books and records and/or to conduct periodic or ad hoc audits, as Cvent deems necessary. Upon request, you agree to provide Cvent with a written certification attesting your compliance with the foregoing anticorruption requirements.

21. 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.

22. 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.

23. 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.


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