TERMS OF USE FOR THE CVENT SUPPLIER NETWORK

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Last Updated: July 15, 2013

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" "User" or "Supplier") access to its services on the Cvent Supplier Network website (the "Supplier Network" or 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. If you do not understand or agree with these Terms, please do not use the Site.

You may not access the Site or any content on the Site if you are a direct competitor of Cvent, except with Cvent's prior written consent.

1. Cost to use the Supplier Network

The Supplier Network is an online network for meeting and event planners (hereafter called "Users") to search, select and source meeting and event industry suppliers. The Supplier Network includes two venue sourcing solutions for Users, the Professional edition and the Enterprise edition. The Professional edition is free. Users may purchase a license for the Enterprise edition, which includes all the features available in the Professional edition plus the additional features listed below.

Features Professional Edition Enterprise Edition
Number of user logins 1 10
Unlimited customer support (9am - 9pm EST M-F) Check Mark Check Mark
Unlimited site selection searches Check Mark Check Mark
Unlimited RFP usage Check Mark Check Mark
Multiple account log-ins (includes distinct access rights)   Check Mark
Task management   Check Mark
Budget management   Check Mark
Cancelled space management   Check Mark
Preferred and negotiated rate storage   Check Mark
Custom supplier categories   Check Mark
RFP history storage   Check Mark
Rate history storage   Check Mark
Stored documents and attachments   Check Mark
Multiple organization profiles   Check Mark
NSO functionality   Check Mark
Custom questions for RFPs   Check Mark
Custom branding on RFPs   Check Mark
Workflow & RFP approval process   Check Mark

Suppliers of meeting space such as hotels and other venues, as well as hotel representation, management or franchise companies acting on behalf of hotels and venues, and other companies that provide services to meeting and event planners (collectively referred to hereafter as "Suppliers") may register for a free Supplier Network account (hereafter called "Basic Listing") to display their venue or service. The Supplier Network also serves as a portal for the transmission of requests for proposal ("RFPs"), bid responses and related communications among Users and Suppliers. Suppliers that have a Basic Listing pay no fees or commissions to Cvent for listing their venue or service, or for transactions between Suppliers and Users through the Supplier Network. Suppliers can upgrade their free Basic Listing by purchasing a Marketing Package from Cvent. To obtain more information about buying a Marketing Package, please contact a Cvent sales representative at 1-866-318-4358. In the event of any conflict between the provisions contained in a Marketing Package 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. Responsibilities of the Parties

Information and data provided by Users and Suppliers through the Cvent System will only be used by Cvent as reasonably required for operating the Site and providing the Supplier Network services 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"). You and Cvent agree to comply in all material respects with the Data Privacy Policy and Rules, and to provide such help and cooperation as is reasonably necessary or requested to the other to comply with the same. You acknowledge and agree that if You send or otherwise provide information (including but not limited to RFP data) to others using the Supplier Network, the recipients of such information may copy or redistribute such information, 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.

Users and Suppliers agree (i) to abide by all applicable local, state, national, and international laws and regulations; (ii) not to use the Supplier Network for illegal purposes; (iii) not to impersonate any person or entity or engage in any fraudulent business practice; (iv) not to generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (v) not to display or transmit any unlawful, harmful, hateful, racially, ethnically or objectionable material of any kind; (vi) not to distribute in any way files that contain viruses, corrupted files, or any other similar programs; and (vii) not to interfere or disrupt the network's functionality.

Users and Suppliers are solely responsible for the actions of their respective employees and agents that use the Supplier Network on their behalf, including without limitation to submit, accept or reject RFPs and bid responses and for related communications with other members of the Supplier Network. Users and Suppliers assume all risk in dealing with other members of the Supplier Network and shall be responsible for all communication with each other and if applicable, separately executing contracts with one another. Any dispute regarding any product or service, or failure to provide agreed products and services must be resolved directly between the User and the applicable Supplier(s). Cvent is not responsible for any breach by either party of the terms of any transaction or associated transaction-related activities.

Users represent and warrant that (i) each RFP submitted by User (or on behalf of User by its employees or agents) is authorized and intended for an actual meeting, and (ii) all RFP data and other information User, its employees or agents provide for use on the Site (the "User Content") is owned by User or User has the right to grant the license set forth hereunder. User retains any and all rights it may possess to User Content provided to Cvent through the Supplier Network or collected from others by Cvent on behalf of User. User grants Cvent a limited, non-exclusive right to use the User Content (including copyright, trademark, patent, publicity or other rights) for Cvent to operate the Supplier Network and to disclose the User Content to third-party Suppliers and service providers to operate the Supplier Network.

3. Supplier Responsibilities

Supplier agrees that it is solely responsible for its actions, its products, its services, and the content of its transmissions on the Supplier Network. Supplier represents and warrants that all data, materials and content it provides for use on the Supplier Network (the "Supplier Content") including Supplier Room Data (as defined below) is correct and current, is owned by Supplier or Supplier has the right to grant the license set forth below in these Terms, and that provision and/or use of the Supplier Content hereunder does not violate or infringe the intellectual property, privacy or publicity rights of any third party, and that all placements of Supplier Content have been approved for Cvent's use. Supplier shall defend, indemnify and hold Cvent harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Cvent or which are agreed by Cvent to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by Supplier. Supplier shall not be entitled to settle or compromise any such claim made against Cvent without Cvent's prior written consent, such consent not to be unreasonably withheld. Supplier retains any and all rights it may possess to Supplier Content provided to Cvent by Supplier through the Supplier Network or collected from others by Cvent on behalf of Supplier. Supplier grants Cvent a limited, non-exclusive right and license to use the Supplier Content (including copyright, trademark, patent, publicity or other rights) for Cvent to operate the Supplier Network and to disclose the Supplier Content to third-party service providers to operate the Supplier Network. Supplier shall have exclusive control of the Supplier Content which relates to venue description, including but not limited to the Supplier overview, pictures and list of amenities for the venue. Cvent shall cooperate with Supplier to ensure that the Supplier Content is accurate.

4. Supplier Room Data

Within thirty (30) days of Cvent's request, Supplier and Cvent agree to exchange data concerning all rooms and conference space booked by Supplier through its use of the Supplier Network, including but not limited to RFP metrics and room night data ("Supplier Room Data"). Cvent and Supplier agree to work cooperatively and in good faith to ensure the accuracy of the Supplier Room Data and to develop a mutually agreeable operational mechanism to exchange the same on a quarterly or other more frequent basis.

Supplier hereby acknowledges and agrees that, notwithstanding anything to the contrary in this or any other agreement between the parties, Cvent may share Supplier Room Data with the following third parties having a legitimate need-to-know or having an otherwise valid business purpose for viewing the Supplier Room Data: (i) any authorized Supplier Affiliate, representative, agent, or unaffiliated third party (subject to the third party's execution of a separate non-disclosure agreement with Cvent); and (ii) Supplier's corporate flag entity, management company, ownership group, advertising agency, or individual hotel property.

5. Supplier Advertisements

Supplier's upgraded venue listing(s) will be displayed within the Supplier Network during the Term specified in the Marketing Package(s) provided Cvent has received the necessary Supplier content in an acceptable format two business days prior to the Term start date. If content is received later than that, the Marketing Package will go live on the Supplier Network website two business days following. This will not modify the Term end date. Provided that Cvent shall not downgrade Supplier's listing during the Term of the applicable Marketing Package, Cvent reserves the right, at its sole discretion, to change the number and organization of premium listings in each metropolitan area, as well as the organization and layout of search pages, regional and destination landing pages and other Supplier Network pages which may contain supplier advertisements, at any time without prior notice.

6. Supplier Affilates

Supplier acknowledges and agrees that if Supplier is affiliated with a hotel representation company, hotel management company, hotel chain or franchise, and/or is a member of a hotel association (each such company, franchise or association referred to hereinafter as a "Supplier Affiliate"), Supplier may have authorized such Supplier Affiliate to take certain actions on Supplier's behalf including without limitation soliciting, receiving and/or responding to RFPs. Use of the Supplier Network by any such Supplier Affiliate is subject to the same terms and conditions hereunder as are applicable to Supplier. Supplier and Supplier Affiliate each understand and agree that they are jointly responsible for keeping Cvent informed of the existence and status of the Supplier Affiliate relationship, and any changes thereto, and agree that Cvent may (but is not obligated to) treat a Supplier Affiliate as authorized by Supplier to solicit, receive and respond to RFPs on behalf of Supplier and to perform other customary functions of Supplier Affiliates unless and until Supplier or Supplier Affiliate notifies Cvent in writing whether, and the extent to which, such authorization has or has not been granted with respect to such Supplier Affiliate. Supplier and Supplier Affiliate each represent and warrant that use of the Supplier Network by Supplier, and/or by Supplier Affiliate on behalf of Supplier, does not and shall not violate the terms and conditions of any agreement between Supplier and Supplier Affiliate. All aspects of Supplier's relationship with a Supplier Affiliate, including without limitation whether and to what extent a Supplier Affiliate is authorized to use the Supplier Network on behalf of Supplier and/or to receive any referral fee for RFPs awarded to Supplier which originate with Supplier Affiliate, must be managed directly between Supplier and Supplier Affiliate. Cvent cannot and will not be responsible for mediating or otherwise facilitating a resolution to any dispute between Supplier and Supplier Affiliate. Supplier and Supplier Affiliate shall each be jointly and severally liable and agree to defend, indemnify and hold Cvent harmless from and against any and all liabilities, damages and costs incurred by Cvent in connection with any dispute between Supplier and Supplier Affiliate. Supplier and Supplier Affiliate agree that, unless otherwise agreed in writing between Cvent and Supplier, any changes to Supplier's relationship with a Supplier Affiliate shall not alter or reduce Supplier's payment or other obligations hereunder during the remainder of the term of any Marketing Package and such Marketing Package shall continue to apply to the same Supplier property (and will not be transferred to another Supplier property or to Supplier Affiliate) during the remainder of the term of such Marketing Package. In the event that any change to the ownership, management or franchise affiliation of a Supplier requires Supplier to rebrand or otherwise alter its listing on the Supplier Network, Cvent will work in good faith with Supplier to make the necessary changes within ten (10) business days after receiving reasonable electronic notice of such required change.

7. Content and Access

All parties recognize that Cvent and its Partner websites have no control over the quality, accuracy, safety or legality of the products and/or services advertised. You shall not reverse engineer, disassemble or decompile the Supplier Network or cause or permit the reverse engineering, disassembly or decompilation of the Supplier Network. All users of Supplier Network and visitors to the Cvent websites agree not to use any manual or automated means (of any type) to capture or extract data in bulk from Cvent's websites.

No competitors or future competitors are permitted access to the Site. You agree that you will not copy, record, publish, extract, scrape, replicate, reproduce, use or resell for any competing commercial purpose any information on the Site. If you do so, then you agree that Cvent is suffering irreparable injury and you agree to pay all reasonable attorney's fees and costs incurred in enforcing these provisions. Cvent may, at its sole discretion, immediately terminate access to the Supplier Network should any User's or Supplier's conduct fail to conform to any of these Terms.

Cvent may modify the Supplier Network website display and terms at any time without liability except regarding intellectual property rights of Suppliers. Your use of the Supplier Network after the terms have changed constitutes acceptance of the new terms. Cvent reserves the right, at its sole discretion, to determine all matters concerning the Cvent Supplier Network and may change the format and page placement of all data at any time without prior notice. The Supplier Network may contain links to third party websites. These linked sites are not under the control of Cvent, and Cvent is not responsible for the content of any linked site.

8. Partner Promotions and Special Offers

Cvent and its Partner websites are not responsible or liable for the availability or content of services and promotions listed by Suppliers on the Cvent website. However, Cvent wants to ensure the quality and integrity of the Site, and appreciates any reports of inaccuracies found on the Site.

9. Warranties

THE SITE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CVENT AND WEBSITE PARTNERS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, OR FITNESS FOR A PARTICULAR PURPOSE. SUPPLIER ACKNOWLEDGES THAT CVENT CANNOT COMMIT TO THE VOLUME OF CLICKTHROUGHS OR IMPRESSIONS, OR THE VOLUME OR QUALITY OF RFPs THAT ARE SUBMITTED THROUGH THE SITE.

10. Limitation of Liability

Cvent's and its Partner websites' liability to you, affiliates, registered agents, assignees, registrants or any third party claims, for claims seeking indemnity, or for any recoverable losses, damages, or litigation and attorneys' fees or costs arising with respect to the Site, these Terms or any Marketing Package shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under the applicable agreement during its then-current contract year at the time of the incident giving rise to liability. If no fee is paid to Cvent, Cvent does not retain any liability. These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in these Terms or any Marketing Package.

IN NO EVENT WILL CVENT OR ITS PARTNER WEBSITES BE LIABLE OR INDEMNIFY YOU FOR: (i) ANY DAMAGES CAUSED BY YOUR FAILURE TO PERFORM YOUR RESPONSIBILITIES; (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR (iii) ANY LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOST SAVINGS, COST OF COVER OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SITE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF CVENT OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Laws and Disputes

All matters with respect to the Site, these Terms and any Marketing Package will be governed by the laws of the Commonwealth of Virginia, United States of America, without regard to any conflict of law principles, and the parties agree to the sole and exclusive venue of the state and federal courts encompassing Arlington, Virginia for all matters arising with respect to same. The parties waive their right to a jury trial. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply hereunder.

12. 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.

13. Intellectual Property and Protection of Content for Cvent Supplier Network and Cvent Website

You acknowledge that, except for the Supplier Content, Cvent or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Supplier Network. Subject to these Terms, you may access and use the Supplier Network solely for conducting your own business operations or your clients' business operations outsourced to you, and not in any resale capacity.

Cvent acknowledges that you retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the information you provide to the Supplier Network. You shall retain ownership and control over all of your service marks and trademarks. Nothing in these Terms will directly or indirectly be construed to assign or grant Cvent any right of ownership, title or interest in the information owned by you, or any intellectual property rights relating thereto, except as to display such information within the Supplier Network.

To the best of Cvent's knowledge, all material published by Cvent on the Site is done with the full agreement of the copyright owners (be that Cvent or another party). If you come across a situation where you suspect that this may not be the case, in accordance with the Digital Millennium Copyright Act (DMCA), we ask that you contact:

Cvent, Inc.
ATTN: General Counsel
8180 Greensboro Drive, Suite 900
McLean, VA 22102
(703) 226 3500
legal@cvent.com

14. Termination

If you become dissatisfied with the Site because of substantial non-performance, you shall give Cvent detailed written notice of such dissatisfaction. Cvent shall have thirty (30) days to cure the substantial non-performance after receipt of such notice. If Cvent fails to cure such substantial non-performance, you may terminate the applicable Marketing Package and Cvent will refund the fees for same on a monthly pro-rata basis starting as of the end of the thirty (30) day cure period. You acknowledge and agree that due to the nature of advertising and the Supplier Network, Cvent cannot and will not commit to the volume or quality of RFPs submitted through the Supplier Network and that any deficiency in RFP volume or quality is not a basis to determine non-performance.

Either party may terminate a Marketing Package if (i) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.

In the event of your non-payment under any Marketing Package or other Supplier Network agreement: (i) Cvent may accelerate and declare all sums due, and to become due under such agreement, immediately payable without notice or demand. All accelerated future payments due under such agreement shall be discounted to their net present value at a discount rate of 5% per annum from the day of default. (ii) You shall also be liable for all fees due during the term of the agreement and any additional expenses (including but not limited to reasonable attorneys' fees and accrued interest) Cvent incurs in collecting such delinquent fees. (iii) In the event of your non-payment of undisputed amounts payable to Cvent, Cvent reserves the right to restrict access to the Site and downgrade you to a basic listing. Following payment, and subject to availability, the upgraded listing will be reinstated. You agree that such restrictions do not modify the amounts due under your agreement.

15. 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 Supplier, its employees, agents, or contractors. The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of this Agreement. Company is not liable for excusable delay.

16. Press Releases; Customer List

You may not issue any press release or other public statement regarding the existence, terms or subject matter of any agreement or relationship with Cvent without Cvent's prior written consent. You agree that Cvent may use Your organization's name and logo to identify You as a customer of Cvent on Cvent's website, and as a part of a general list of Cvent's customers for use and reference in Cvent's corporate and marketing literature. Additionally, You agree that Cvent may issue a press release identifying You as a Cvent customer, subject to Your prior approval which will not be unreasonably withheld or delayed.


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