Event Management Terms of Use

Last Updated: January 10, 2018

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these "Terms of Use" or "Terms") describes the terms under which Cvent, Inc. ("Cvent") offers each individual or entity (hereinafter, "you" or "Customer") access to its Services through the Cvent website and Cvent-branded mobile device applications (the "Site").

By accessing the Site or any content found on the Site, you agree to comply with and to be bound by the Terms set out below, including the policies and guidelines linked to (by way of the provided URLs) from these Terms. If you do not understand or agree with these Terms, please do not use the Site or the Services (as defined below).

You may not access the Site or the Services if you are a direct competitor of Cvent, except with Cvent’s prior written consent.

1. ORDER FORMS:

1.1 These Terms are incorporated by reference into each order form executed by the company or individual identified as the "Customer" therein 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 software and other information (the "Cvent System," "Software" or "Services") as upgraded from time to time (the "Order Form").

1.2 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.

1.3 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 of Use, or in these Terms of Use but not the applicable Order Form, shall not be deemed to be a conflict for purposes of this sentence).

2. EVENT REGISTRATION FEES PROCESSING BY CUSTOMER:

2.1 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.

2.2 You are responsible for:

a) testing the connectivity of your merchant account (including authorization, settlement and refund) prior to processing credit card payments at your event; and
b) all fees and expenses generated in your merchant bank account.

2.3 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.

3. EVENT REGISTRATION FEES PROCESSING BY CVENT:

3.1 If specified on your Order Form, Cvent will collect registration fees charged by Customer from individuals who register for Client's Events online, for the purposes of Card Network Rules, as a merchant of record but not a seller of record (the "Event Registration Fees") for the period or events specified under the Agreement ("Cvent Payment Services").

3.2 Customer shall pay a setup fee for Cvent Payment Services as specified on the Order Form (the "CPS Setup Fee"). Cvent shall also retain transaction fees at the rate specified on the Order Form, or if not specified then at the rate of 4.95% (0.95% per transaction processed using non Cvent merchant account) per transaction processed by Cvent as merchant of record. Registration fees are collected and processed by Cvent. Cvent deducts all applicable processing fees from amounts collected and net funds are paid to Customer according to the applicable invoicing/remittance schedule. Notwithstanding anything to the contrary in the Agreement, Cvent reserves the right to increase the processing fee at any time upon notice to Customer ("Cvent Payment Processing Fee").

3.3 Cvent shall remit to Customer the remainder of Event Registration Fees ("Customer Repayment"), after deducting the Cvent Payment Processing Fee and any payment refunds, payment reversals and/or chargeback fees, as may be applicable. If Customer does not meet its agreed-upon volume commitments, Customer shall pay the difference between the Cvent Payment Processing Fee Customer paid and the full processing fees chargeable for such services, upon receipt of an invoice from Cvent or through an offset from any monies Customer is owed or maintains with Cvent. Customer Repayment shall be processed monthly, with amounts payable to Customer being remitted by check no later than the last business day of the month one (1) month following receipt of the Event Registration Fees by Cvent. For example, for Event Registration Fees collected in March, Cvent shall send payment of the corresponding Customer Repayment no later than the following April 30th, or last business day of April if earlier. The parties may agree to alternative arrangements for Customer Repayment under each Order Form. Note: any foreign currencies process will be converted to USD daily based on prevailing market rates. All Customer Repayments will be remitted in USD, less any applicable fees and reserves, originating from a US bank account. Cvent shall not be responsible for any fees charged by a customer bank for accepting payment from a USD account.

3.4 Customer agrees that Cvent may deduct any charges related to chargebacks, reversals or payment disputes (collectively, "chargeback fees") related to the processing of the Event Registrations Fees from amounts otherwise due to Customer under these Terms, and such chargeback fees shall be deducted from Customer Repayment amounts, as set forth above. Cvent reserves the exclusive right to withhold any pending disputed fees until resolved between Cvent and the cardholder's financial institution. In addition, Cvent shall charge Customer a $25.00 chargeback handling fee for each chargeback, reversal, or payment dispute arising from the processing of Event Registration Fees hereunder, and all such chargeback handling fees shall be deducted from Customer Repayment amounts regardless of the outcome of the chargeback or dispute. Cvent shall provide a statement prior to issuing each Customer Repayment check which shall set forth the amount of Event Registration Fees collected, the Cvent Payment Processing Fee withheld, and the amount of any refunds, reversals, and chargeback fees. Customer shall not be entitled to a refund of any Cvent service fees charged for transactions in the event of a refund, reversal, or chargeback being issued.

3.5 Cvent, in its sole discretion, may place a reserve on funds otherwise payable to Customer when Cvent believes there may be a high level of risk associated with Customer's account. A "reserve" means a percentage of Customer's Event Registration Fees that Cvent may hold in order to protect against the risk of reversals, chargebacks, or any other liability related to Customer's account and/or use of the Services.

3.6 If Customer is subject to a reserve, Cvent will provide Customer with notice specifying the terms of the reserve including the percentage and duration of the reserve, and any reserved funds will be shown as "reserved" on the statement issued to Customer.

3.7 If there are insufficient funds in the Cvent Merchant Account to cover Customer's payment obligations hereunder, Customer agrees that Cvent may elect to invoice Customer for any such amounts, and Customer shall pay such amounts not reasonably disputed by Customer within five (5) business days after receipt of invoice.

3.8 Customer must ensure at all times while event registration is open that a refund policy be clearly stated both on the event website and within the registration form, clearly stating that no refunds shall be considered after sixty (60) days following payment, or fifteen (15) days following the completion of the event in which registration fees were collected.

3.9 Cvent reserves the right at its sole discretion to withhold any outstanding fees payable to Cvent for any Services provided under any Agreement between Cvent and the Customer which are outstanding for any duration of time when Customer Repayment is issued and apply such withholding to the Customer's balance due to Cvent. Cvent shall in good faith attempt to notify the Customer in advance of any such withholding.

3.10 Customer acknowledges that Card Network Rules and some state laws limit or prohibit credit card surcharges. Customer agrees that it will not impose a surcharge on any end user in violation of such rules or laws.

3.11 The registrations and Professional Services, if any, specified in the Order Form are non-refundable and cannot be carried forward to the next Contract Year.

3.12 Any account setup by Customer outside of the parent account and its respective sub accounts will be subject to billing at the standard rate.

3.13 Customer shall indemnify and hold harmless Cvent, its directors, officers, employees, agents and affiliates from and against any and all claims, losses, liabilities, damages and expenses, including reasonable attorneys' fees, (collectively "Claims") to the extent that any such Claim is caused by or arises out of:

a) any failure of Customer to comply with any law, regulation or card association rules applicable to the Services;
b) any dispute between (i) Customer and any event registrant, bank or card issuer, or (ii) between any card issuer and any event registrant, including, without limitation, any dispute regarding the goods and services purchased with the Event Registration Fees or the payment of any amounts owed or alleged to be owed by one or more such persons to any other such persons; and
c) any instructions or procedures that Customer may provide to Cvent in connection with the Services rendered by Cvent under these Terms and Cvent's compliance therewith.

3.14 NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED HEREUNDER, CUSTOMER ACKNOWLEDGES AND AGREES THAT PAYMENT OF ANY AMOUNTS DUE CVENT WITH RESPECT TO CVENT PAYMENT SERVICES, FOR FEES, REFUNDS, CHARGEBACKS, DISPUTES, OR EXPENSES RELATED THERETO AS PROVIDED ELSEWHERE IN THESE TERMS, SHALL NOT BE PROHIBITED BY ANY PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES.

4. REGISTRATIONS AND REGISTRANTS:

4.1 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.

4.2 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.

4.3 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.

5. EVENT BUILDS:

5.1 Cvent provides event building services by its professional staff. The Event Build complexity levels are categorized, from lowest to highest, as Standard, Medium, Complex, and Advanced characterized by the attributes below:

Complexity	Event Attributes/Characteristics
Standard	-No HTML/CSS -Possible need to changed banner image
Medium	- Basic HTML/CSS - Possible need to change banner image or adjust colors
Complex	- Advanced HTML/CSS - Creating branding from scratch based on Customer’s designs - 75 – 100 agenda items
Advanced	- Advanced HTML/CSS, JavScript, JQuery knowledge - Creating branding from scratch based on client’s designs with enhanced content (e.g., Accordion Menus, Lightboxes) - > 100 agenda items

5.2 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.

6. PRICE AND PAYMENT:

6.1 You agree to pay all fees and other charges in accordance with this Agreement.

6.2 All fees are due net thirty (30) days 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%) per month or the maximum rate allowed by law will be assessed.

6.3 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.

6.4 Except where prohibited by applicable law, if you pay any fees due hereunder via credit or debit card, then Cvent reserves the right to charge you an additional fee equal to three percent (3%) of the amount charged, and you hereby consent to such charge being made against the credit or debit card.

6.5 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. Any Overage Fees relating to annual registration transactions not purchased in advance shall be invoiced by Cvent in arrears. Customer's right to use the Services is limited by the annual committed quantity of RegOnline Event Registrations. Customer shall pay Cvent for the Services added by Customer after the execution of the Order Form at the defined Overage Fee per unit added. There shall be no fee adjustments or refunds for any decreases in either usage or annual committed quantity of RegOnline Event Registrations during the Term. For the purpose of this Order Form, "Term" means that period commencing on the initial term start date through the end of the initial term.

6.6 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.

6.7 Cvent reserves the right to increase recurring fees payable hereunder at any time upon sixty (60) days prior written notice provided that such increase is no greater than the Annual Price Cap as defined in the applicable Order Form. Notwithstanding anything contained herein to the contrary, any Professional Services (as defined below) fees will not be subject to the Annual Price Cap.

6.8 Customer will pay the fees as more fully described in the applicable Order Form. For registration software, unless otherwise set forth on the applicable Order Form, Cvent will collect registration fees charged by Customer from individuals who register for Customer's events online, for the purposes of card association rules, as a merchant of record but not a seller of record. Cvent will remit those sums to Customer, net of chargebacks and any other offsets, twice monthly (i.e., on the 15th and last day for each month) unless otherwise set forth in the applicable Order Form, less Cvent's service fees as set forth in the applicable Order Form. Cvent may suspend its performance hereunder, including remitting payments, in the event it reasonably believes that the software or Services are being used for fraudulent or other suspect purposes. If Customer has agreed to a minimum volume commitment in an Order Form, Cvent also has the right to charge fees owed to it by Customer if Customer's organization does not meet the agreed volume commitments and may collect those fees by issuing an invoice or by offsetting the deficiency from any account balance Customer maintains with Cvent. Any minimum volume commitment calculations will begin on the date that the software is live for Customer's event(s). Cvent may also reimburse itself for any chargebacks, returned items or overdue fees owed by Customer out of the registration fees it collects on Customer's behalf by offsetting Customer's account. License fees for the OnDemand Services will be invoiced subject to the payment frequency listed on the Order Form and with subsequent OnDemand Services annual license fees will be invoiced upon each anniversary of the Order Form start date. Payment of OnDemand Services license fees is due net thirty (30) days from the date of the invoice.

6.9 All fees that are not directly collected by Cvent as part of registration fees will be due from Customer within thirty (30) days from the end of the remittance cycle during which the fees accrued. These fees are displayed on Customer's account statement. Past due fees shall accrue interest at the annual rate of two percent (2%) per month or the maximum rate allowed by law will be assessed. In the event of delay in paying a fee, Customer agrees to reimburse Cvent for any fees incurred in its collection efforts. Cvent may suspend or deactivate Customer's account if Customer's account is more than thirty (30) days past due.

6.10 As the seller of record, Customer will be solely responsible for, and will pay, any and all use, excise, sales or privilege taxes, duties, value added taxes, fees, assessments, or similar liabilities, chargeable by a governmental authority as a result of any software or Service provided under this Agreement. Taxes on Cvent's net income are excluded.

6.11 In the event Customer is entering into this Agreement and seeking the Services for the benefit of a third-party event or organization ("Third Party Beneficiary"), Customer agrees that we may send registration fees collected by Cvent directly to the Third-Party Beneficiary.

7. TERM:

7.1 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. For the purpose of the RegOnline by Cvent OnDemand Services only, the Term of this Agreement shall be valid for the number of registrations purchased by You that remain unused and once all registrations are used, this Agreement shall expire and be of no further effect unless You purchased additional registrations.

7.2 The Order Form will not renew at the end of its Term as specified unless the Parties agree in writing in a renewal.

7.3 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).

7.4 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.

8. TERMINATION:

8.1 If you become dissatisfied with the Services 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 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.

8.2 Cvent may terminate this Agreement at any time by giving prior notice of sixty (60) days in writing to the Customer.

8.3 Either party may terminate an Order Form if:

a) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, or b) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.

8.4 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.

8.5 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.

8.6 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. Cvent further reserves the right to suspend or discontinue support services hereunder (without terminating this Agreement) in the following circumstances:

a) your requests for support are overly excessive or duplicative of prior requests for issues that have already been addressed by Cvent;
b) your requests relate to the general use of the Services that are addressed via Cvent's training tools and resources or which a person, using reasonable efforts, can perform after completing the Cvent's training tools or resources; or
c) you are abusive or offensive toward Cvent's personnel.

8.7 Upon termination or expiration of Cvent Payment Services under each applicable Order Form, all obligations and liabilities of the parties under these Terms with respect thereto will terminate, except as follows:

a) Cvent will complete processing of any Event Registration Fees received prior to the effective date of termination; and
b) neither party will be relieved of liability for such party's breach of any of the provisions of these Terms or the Order Form.

9. SUBSCRIPTION RIGHT:

9.1 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 and revocable subscription right to access and use the Cvent System as upgraded from time to time.

9.2 You may use the Cvent System only for purposes of performing your internal business operations or your clients' business operations outsourced to you.

9.3 You may not use the Cvent System as part of a commercial time-sharing or service-bureau operation or in any other resale capacity.

9.4 Except for the foregoing subscription right, 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.

9.5 Access is limited to the version of the Software in Cvent's production environment. Cvent may from time to time at its sole discretion update the Software and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements.

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

10. RESPONSIBILITIES OF PARTIES:

10.1 You are responsible for any use of the Services, including without limitation for any data, materials and content (including the adequacy and accuracy thereof) uploaded to or transmitted using the Services by you or your employees or agents. Even though Cvent maintains redundant servers, you are responsible for the backup of your data used in conjunction with the Services.

10.2 Customer represents and warrants that all data, materials and content ("Customer Data") it provides for use with the Services is owned by Customer or Customer has the right to provide such Customer Data to Cvent for use with the Services. Customer also represents and warrants that any use or transmission of Customer Data does not and shall not violate or infringe the intellectual property, privacy or publicity rights of any third party, and Customer shall defend, indemnify and hold Cvent harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Cvent or which are agreed by Cvent to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by Customer. Customer shall not be entitled to settle or compromise any such claim made against Cvent without Cvent's prior written consent, such consent not to be unreasonably withheld.

10.3 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.

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

10.5 You agree that you will use the Services only for lawful purposes and in accordance with these Terms of Use. You shall not reverse engineer, disassemble or decompile the Services or cause or permit the reverse engineering, disassembly or decompilation of the Services. Cvent and Customer will each comply with applicable laws and regulations including applicable security breach notifications laws, provided that Cvent is not responsible for compliance with laws or regulations applicable to Customer or Customer's industry that are not also generally applicable to information technology service providers.

10.6 Customer represents and warrants that it is not and will not provide the Service to any entity incorporated in or resident in a country subject to economic or trade sanctions by the U.S. State Department and/or OFAC or are listed as a "Specially Designated National," a "Specially Designated Global Terrorist," a "Blocked Person," or similar designation under the OFAC sanctions regime. Any breach of this Section shall be deemed a material breach of this Agreement and Cvent may immediately terminate this Agreement.

11. CONFIDENTIALITY:

11.1 Each party receiving Confidential Information hereunder ("Recipient") agrees that:

a) it will treat all Confidential Information of the other party with the same degree of care as such Recipient accords to its own Confidential Information, but in no case less than reasonable care; and
b) it will not use, disseminate, or disclose to third parties any Confidential Information of the disclosing party ("Discloser"), except for the purpose of providing the Services, and for any other purpose Discloser may authorize.

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

11.3 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.

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

12. OWNERSHIP AND USE OF DATA:

12.1 Customer grants Cvent a limited, non-exclusive right to use the Customer Data (including copyright, trademark, patent, publicity or other rights) and to disclose Customer Data to third party service providers for Cvent to operate the Services. Customer also grants Cvent permission to use Customer images that are posted on the Site for purposes of advertising and promoting Cvent, including without limitation, marketing, training, or investment materials.

12.2 Customer retains any and all rights it may possess to Customer Data provided by Customer to Cvent through the Cvent System or collected from others by Cvent on behalf of Customer. Such Customer Data will only be used by Cvent as reasonably required for providing Services 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.

12.3 Subject to the terms of this Section, Customer acknowledges and agrees that Cvent may use all data inputted into or collected by the Services, including but not limited to data related to Service utilization and Customer Data, on a historical, aggregated and anonymous basis (collectively, "Aggregate Data") in compliance with applicable laws and Cvent's Privacy Policy to provide the Services and for any commercial purposes, including but not limited to the distribution and provision of the Aggregate Data to other Cvent customers and for the preparation and distribution of benchmarking, research, and/or analytical materials. Aggregate Data shall not identify Customer as the source of any specific data, pattern or finding, nor shall it include any personally identifiable information of any individual users of the Service. Cvent shall maintain appropriate security measures for all Aggregate Data in accordance with the terms and conditions of this Agreement. Cvent will be the sole and exclusive owner of all right, title and interest to such Aggregate Data and, notwithstanding anything to the contrary, shall be free to use and disclose on a world-wide and royalty-free basis the Aggregate Data for its business purposes including, but not limited to, publicizing usage of the Services, providing information on general industry trends, and providing benchmarking data to Cvent customers.

12.4 Unless we have your permission, Cvent will not disclose or share personally identifiable information collected on the Site with any third party (except as required by law, pursuant to a governmental request, or for the purposes of providing you the Services).

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

13. NO "SPAMMING" OR ILLEGAL CONDUCT OR OTHER PROHIBITED USES:

13.1 You will not use the Services in any manner which exceeds the scope of your subscription under Section 8 (Subscription Right) of these Terms, or which violates your obligations under Section 9 (Responsibilities of Parties) of these Terms, or for illegal activities or junk mail, chain letters, pyramid schemes, "spam" or distribution to any person who has not given specific permission to be included in such a process (all the foregoing "Prohibited Uses"). Without limiting the generality of the foregoing, you are required to comply with the United States' Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 ("CAN-SPAM Act"), and the rules and regulations promulgated thereunder.

13.2 If you use our Services for any Prohibited Uses, 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 Prohibited Uses, including, but not limited to, deleting the contact information from your address book on behalf of those individuals who lodge complaints with Cvent or Cvent's web-hosting company. You are still responsible for full payment of your Order Form even if your access to the Services is terminated for spamming or other Prohibited Uses.

13.3 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 as soon as reasonably practicable and no later than ten (10) days after submission, and update your email lists and address books to reflect the unsubscribe requests.

13.4 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 identity as the sender, 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.

14. WARRANTIES:

14.1 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.

14.2 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.

15. LIMITATION OF LIABILITY:

15.1 Cvent's liability to you, your affiliates, registered agents, assignees, registrants or any third party claims, for claims seeking indemnity, or for any recoverable losses, damages, or litigation and attorneys' fees or costs arising 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 at the time of the incident giving rise to liability. If no fee is paid to Cvent, Cvent does not retain any liability.

15.2 IN NO EVENT WILL CVENT OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT BE LIABLE OR INDEMNIFY YOU FOR:

a) ANY DAMAGES CAUSED BY YOUR FAILURE OR THAT OF YOUR CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS TO PERFORM THEIR RESPONSIBILITIES;
b) ANY CLAIMS OR DEMANDS OF THIRD PARTIES; OR
c) 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 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.

15.3 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.

16. SENSITIVE PERSONAL INFORMATION:

16.1 Notwithstanding any provision to the contrary in this Agreement, you acknowledge and agree that use of the Cvent Services to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary for use of the Services and therefore 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.

16.2 "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).

17. LAWS AND DISPUTES:

17.1 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.

17.2 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.

18. NOTICE:

18.1 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 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.

19. NON-SOLICITATION:

19.1 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.

20. PROPRIETARY RIGHTS:

20.1 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:

a) whether such intellectual property notices appear on the materials; or
b) whether such intellectual property notices have been filed with governmental agencies.

20.2 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.

20.3 You agree that you shall not disclose to anyone any proprietary or confidential information of Cvent which you may receive through the Services or which you may have access to on the Site, and that you will not use any such information to compete against Cvent or reverse engineer our product offerings.

20.4 No competitors or future competitors are permitted access to the Site or Services, and any such access by third parties is unauthorized.

20.5 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 or which you receive through the Services. In addition, you agree to pay all reasonable attorney's fees and costs incurred in enforcing these provisions.

20.6 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:

Cvent, Inc.
ATTN: General Counsel
1765 Greensboro Station Place, Suite 700
Tysons Corner, VA 22102
(703) 226 3500
legal@cvent.com

20.7 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.

21. ASSIGNMENT:

21.1 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.

21.2 Notwithstanding the foregoing, Cvent may subcontract the provision of Services in whole or in part to a Cvent affiliate. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

22. ENTIRE AGREEMENT:

22.1 This Agreement supersedes any prior agreement or understanding between the parties whether oral or written in relation to its subject matter.

22.2 This Agreement may only be modified by a written amendment signed by authorized representatives of each party, except for additional purchases or error corrections under an active Order Form, which may be transacted or mutually accepted via email.

22.3 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.

22.4 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's failure to exercise or enforce any right, power or remedy under this Agreement shall not operate as a waiver thereof.

23. FORCE MAJEURE:

23.1 Cvent will not be in default or otherwise liable for any delay in or failure of its performance under these Terms if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, Distributed Denial of Service, 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.

23.2 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. Cvent is not liable for excusable delay.

24. LEGAL FEES:

24.1 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.

25. NO THIRD-PARTY BENEFICIARIES:

25.1 This Agreement is not intended to, and does not confer any rights, benefits or remedies upon any person other than the parties.

26. PRESS RELEASES; CUSTOMER LIST:

26.1 Customer agrees that Cvent may use Customer's name and logo to identify Customer 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.

26.2 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.