Last Updated: June 30, 2011
You may not access the Site or the Services if you are a direct competitor of Cvent, except with Cvent's prior written consent.
These Terms are incorporated by reference into each order form executed by the company or individual identified as the "Customer" therein ("Customer") and Cvent, pursuant to which the Customer receives the right to access and use Cvent's owned and/or leased computer systems and certain proprietary and licensed software and other information (the "Cvent System" or "Services") as upgraded from time to time (the "Order Form"). These Terms and the Order Form together comprise a binding written agreement between Customer and Cvent, effective as of the date of mutual execution of the Order Form by Cvent and Customer (this "Agreement"). Cvent may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms at the domain or subdomains of http://www.cvent.com where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with you.
Unless your Order Form states otherwise, you shall receive the following features with your base edition of the Cvent Web Survey Product.
|Number of Surveys||2||Unlimited||Unlimited||Unlimited|
|Questions Per Survey||Unlimited||Unlimited||Unlimited||Unlimited|
|Embed Various Media|
|WYSIWYG HTML Editors|
|Unlimited customer support (9 am – 9pm EST M-F)|
|Question & Response Librariess|
|Graphical Templates (40+)|
|Campaign Source Tracking|
|Advanced Survey Protection|
|Multiple Responses per Contact|
|Cross Survey Reports|
|Pre-launch Review & Commentary|
|Multilingual Survey Format|
|Import Survey Answers|
|Launch Approval & Management|
|Contact Database Segmentation|
|Response-triggered Email Alerts|
|Multiple Email Campaigns|
|Configurable Response Scoring|
|Customizable Export Values|
|Phone Support (weekend hours)|
|Parked Reports (results distribution)|
|Dedicated Account Manager|
|API Access (integrate w/ other apps)|
|eMarketing Module (for newsletters, promotions, etc.)S||Additional Fee||Additional Fee||Additional Fee||Additional Fee|
* Additional user seats can be purchased
You may hold up to 100,000 contacts in the Cvent system for the Basic, Premium and Professional level product offerings. You may send up to 500,000 emails per year for the Basic, Premium and Professional level product offerings. Overages are priced as follows: contacts over the 100,000 limit may be stored for $.25 per contact per year, and emails over the 500,000 annual limit may be sent for $0.05 per email. Custom pricing for contacts and emails may be provided for the Enterprise survey product offering, otherwise the baseline limit of 100,000 contacts (total) and 500,000 emails (per year) and the default overage prices also apply to Enterprise customers.
Emails that do not include a link to a Cvent survey process (e.g., email newsletters) are not included in the price of the survey product and will be assessed a per email overage charge, however Customers purchasing the eMarketing Module may send email newsletters, promotions, announcements and other non-survey-related communications, without incurring any extra per email charge, up to the annual limit of 500,000 emails.
Additional user licenses may be purchased for all the survey product offerings for an additional fee. Contact your Account Executive to purchase additional user licenses, contact storage, annual emails, or additional surveys.
Cvent reserves the right to limit access to its Survey Product trial edition based on internal needs. Company may decline or revoke access to the trial edition without notice. Cvent is not responsible for Customer data within the trial edition and relies on Customer to maintain separate copies of the data.
You agree to pay all fees and other charges in accordance with this Agreement. All fees are due Net 30 from invoice date. If you do not pay the fees or other charges when they are due, then a finance charge of two percent (2%) plus $100 per month or the maximum rate allowed by law if less will be assessed. Payment shall be by check unless otherwise specified on your Order Form. Cvent may impose a special handling charge of 3-5% if special invoicing requirements apply (such as EDI, third party systems such as Ariba, or other dedicated invoicing systems). Annual fees are charged per annum. As an example, if the Order Form Term spans three years, you will be charged the annual amount three times.
If you exceed the contracted level of Services during the term of this Agreement, you will be charged as specified in your Order Form, or if not specified, using the then-current rates for the overage. Where no limits for usage of Services are explicitly given in your Order Form, limits will apply as specified by product earlier in this document. You are responsible for reporting and paying all taxes, charges or duties including without limitation sales, use, value added, royalty or withholding taxes imposed by a federal, state, provincial, local or other government entity on Services provided under this Agreement, excluding taxes based on Cvent's net income.
The Term of this Agreement is given on the top of the Order Form. If the Term spans several years and the Order Form specifies Annual Fees, then fees are due in each year of the Order Form ("Contract Year") or as otherwise specified. The Order Form will renew at the end of its Term as specified (and not on a per year basis) for another Term, equal to the length of the Term specified in the Order Form. If the Order Form specifies a certain number of surveys, contacts, 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, Contacts when created, and Surveys when created. Unless otherwise provided in the Order Form; if you continue to use the Services beyond the Term, the Order Form will renew for another Term at then-current rates.
If you become dissatisfied with the Services because of substantial non-performance, you shall give the Company detailed written notice of such dissatisfaction. Cvent shall have thirty (30) days to cure the substantial non-performance after receipt of such notice. If Cvent fails to cure such substantial non-performance, you may terminate the applicable Order Form and Cvent will refund your "TOTAL Annual Fees" on a monthly pro-rata basis starting as of the end of the thirty (30) day cure period, unless calculation of actual usage would lead to a lower refund amount, in which case that calculation will be used.
Either party may terminate an Order Form if (i) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.
In the event of non-payment by the Customer, Cvent may accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand. All accelerated future payments due under this Agreement shall be discounted to their net present value at a discount rate of 5% per annum from the day of default. If you fail to pay fees when due, then you shall also be liable for all fees due during the term of the Order Form and any additional expenses (including but not limited to reasonable attorneys' fees and accrued interest) Cvent incurs in collecting such delinquent fees.
In the event of non-payment by the Customer, Cvent reserves the right to restrict access to the Services. Customer agrees that such restrictions do not modify the amounts due under their Order Form.
Subject to the terms and conditions of this Agreement, Cvent will provide you with a non-exclusive, non-transferable license to access and use the Cvent System as upgraded from time to time. You may use the Cvent System only for purposes of performing your internal business operations or your clients' business operations outsourced to you. You may not use the Cvent System as part of a commercial time-sharing or service-bureau operation or in any other resale capacity. Except for the foregoing license, no other rights in the Cvent System are granted to you hereunder, and the Cvent System is and will remain the sole and exclusive property of Cvent and its licensors, if any, whether the Cvent System is separate or integrated with any other products, services or deliverables.
You shall be responsible for the adequacy and accuracy of all data that you provide to Cvent through the Cvent System, and/or your account. Even though Cvent maintains redundant servers, you are responsible for the back up of your data used in conjunction with the Services.
Cvent provides optional configurable integrations with various external applications, including but not limited to Salesforce. Cvent is not responsible for any misconfiguration, data corruption or data loss in any external application resulting from the use of such integrations.
You will not use our Services for illegal activities or junk mail, chain letters, pyramid schemes, "spam" or distribution to any person who has not given specific permission to be included in such a process. If you use our Services for illegal conduct or to spam, we may immediately suspend or terminate your access to the Services. Cvent reserves the right to base its findings with respect to spam and related analysis and decisions on, among other things, received complaints, observed email patterns, including rates of delivery and email percentage of emails sent reported as being read by Cvent's application. Cvent may also take any self-help remedies necessary to prevent continued violations, including, but not limited to, deleting the contact information from your address book on behalf of those individuals who lodge complaints with Cvent or Cvent's web-hosting company. You are still responsible for full payment of your Order Form even if your access to the Services is terminated for spamming or other illegal conduct.
All email messages sent from Cvent, including survey offerings, must contain an "unsubscribe" link that allows subscribers to remove themselves from your email messages. You acknowledge and agree that you will not hide, disable, or remove the opt-out link from the foregoing emails. You will actively manage and process unsubscribe requests received by you directly within ten days of submission, and update your email lists and address books to reflect the unsubscribe requests.
Your messages sent using the Services must contain clear and conspicuous notice that the message is an advertisement or solicitation and that the recipient can opt out of receiving more commercial email from you. It also must include your valid physical postal address and comply in all other respects with applicable law.
THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CVENT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE. CVENT DOES NOT REPRESENT OR WARRANT BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVERS USED FOR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Cvent's liability to you, your affiliates, registered agents, assignees, registrants or any third party claims for any recoverable losses or damages arising under this Agreement including any Order Form(s) shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under the Agreement during its then-current Contract Year. If no fee is paid to Cvent, Cvent does not retain any liability.
IN NO EVENT WILL YOU, CVENT OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT BE LIABLE FOR: (i) ANY DAMAGES CAUSED BY YOUR FAILURE OR THAT OF YOUR CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS TO PERFORM THEIR RESPONSIBILITIES; (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR (iii) ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, EVEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CVENT WILL NOT BE HELD RESPONSIBLE, OR CONSIDERED TO HAVE FAILED TO MEET ITS OBLIGATIONS UNDER THIS AGREEMENT, IF IT EITHER DELAYS PERFORMANCE OR FAILS TO PERFORM AS A RESULT OF ANY CAUSE BEYOND ITS REASONABLE CONTROL.
These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement.
Notwithstanding any provision to the contrary in this Agreement, you acknowledge and agree that use of the Cvent Services to transmit, process or store Highly Sensitive Personal Information (as defined below) is unnecessary for use of the Services and therefore you shall be solely responsible for any such use of the Services by yourself or your employees, agents or subcontractors and Cvent shall bear no risk or liability for same. "Highly Sensitive Personal Information" shall be defined as (a) social security numbers; (b) passport numbers or other government issued id numbers, date of birth and/or gender, except solely to the extent required by applicable regulations of the Department of Homeland Security or other government regulatory body; (c) health or medical information (other than food allergies or medical contact information); (d) financial account information (other than payment information entered securely using Cvent's online payments module); and (e) other information which a reasonable person would recognize as being highly sensitive (but excluding, for avoidance of doubt, contact information such as name, mailing address, email address, and phone number).
This Agreement will be governed by the laws of the Commonwealth of Virginia, USA applicable to contracts made and performed wholly within Virginia without regard to any conflict of law principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. Customer and Cvent agree to the sole and exclusive venue of the state and federal courts encompassing Arlington, Virginia for all matters arising with respect to the Services or this Agreement between the parties. The parties waive their right to a jury trial.
Any notice pursuant to this Agreement shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via email, provided that the receiving party acknowledges receipt by return email, and that the email clearly states in the subject line that it is intended to give notice under this Agreement.
You agree that you, your organization and affiliates, will not attempt to hire, or assist in hiring anyone currently employed by Cvent except insofar as such recruitment results from a general solicitation of employment not specifically directed towards employees or subcontractors of Cvent. You further agree that should such a situation occur, Cvent would be caused irreparable harm and be entitled to injunctive relief.
You acknowledge that Cvent or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Services, and any or all modifications to the Services, related documentation and marketing materials regardless of (i) whether such intellectual property notices appear on the materials or (ii) whether such intellectual property notices have been filed with governmental agencies. Nothing in this Agreement will directly or indirectly be construed to assign or grant you any right of ownership, title or interest in the Services, or any intellectual property rights relating thereto.
You agree not to disclose to anyone Cvent's trade secrets and that you will not use any of the information available on the Site to compete against Cvent or reverse engineer our product offerings. No competitors or future competitors are permitted access to our site or information, and any such access by third parties is unauthorized. You agree that you will not copy, record, publish, compile, reproduce, republish, use or resell for any competing commercial purpose any information on our site. In addition, you agree to pay all reasonable attorney's fees and costs incurred in enforcing these provisions.
To the best of Cvent's knowledge, all material published by Cvent on its web pages and other media properties, are done in full agreement with the original copyright owners (be that Cvent or another party). If you come across a situation where you suspect that this may not be the case, in accordance with the Digital Millennium Copyright Act (DMCA), we ask that you contact:
ATTN: General Counsel
8180 Greensboro Drive, Suite 900
McLean, VA 22102
(703) 226 3500
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. This Agreement will be binding upon the parties' respective successors and permitted assigns.
This Agreement supersedes any prior agreement or understanding between the parties whether oral or written. Any additional or conflicting terms contained in any Customer purchase order, proposal or other document shall be deemed to be rejected by Cvent without need of further notice of objection, even if such document is acknowledged or accepted by Cvent, and regardless of any statement to the contrary which may be contained therein, and shall be of no effect or in any way binding upon Cvent. The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions.
Cvent shall be entitled to recover reasonable attorney's fees in the event Cvent is the prevailing party in any legal action to enforce or interpret this Agreement.
You may not issue any press release or other public statement regarding the existence, terms or subject matter of any agreement or relationship with Cvent without Cvent’s prior written consent. Customer agrees that Cvent may use Customer’s name and logo to identify Customer as a customer of Cvent on Cvent’s website, and as a part of a general list of Cvent’s customers for use and reference in Cvent’s corporate and marketing literature. Additionally, Customer agrees that Cvent may issue a press release identifying Customer as a Cvent customer, subject to Customer's prior approval which will not be unreasonably withheld or delayed.
Back to Top