TERMS OF USE (ALL CVENT PRODUCTS)

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Last Updated: February 16, 2012

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 (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.

1.0 ORDER FORMS

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 licenses three (3) software product solutions referred to hereunder as: (i) the Supplier Network, (ii) the Event Management Product, and (iii) the Web Survey Product. Cvent also offers its eMarketing Product as an optional add-on to the Event Management and/or Web Survey Products.

2.0 TERMS APPLICABLE ONLY TO THE SUPPLIER NETWORK

To the extent Customer, its employees, contractors or agents access the Supplier Network website and/or utilize the Supplier Network venue sourcing functionality, references to “User” in this Section 2.0 shall be deemed to refer to Customer. To the extent Customer lists any of its properties on the Supplier Network (for example hotels, restaurants or other event venues owned or managed by Customer), references to “Supplier” in this Section 2.0 shall also be deemed to refer to Customer.

2.1 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 RFP's   Check Mark
Custom branding on RFP's   Check Mark
Workflow & RFP approval process   Check Mark

Hotels, venues, and companies that provide services to meeting and event planners (hereafter called "Suppliers") can also 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 transaction of requests for proposals, bid responses and related communications among registered 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 registered 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.

2.2 Responsibilities of the Parties

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 requests for proposal 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 registered 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.

2.3 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”) is correct and current, 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. Supplier agrees that all placements of Supplier Content have been approved for Cvent's use. Supplier grants Cvent a limited, non-exclusive right to use the Supplier Content (including copyright, trademark, patent, publicity or other rights) for Cvent 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.

2.4 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.

2.5 Registered Users

Registered Users represent that each Request for Proposal submitted is for a valid meeting and that the registered User is authorized to submit the Request for Proposal.

2.6 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 registered 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 the Supplier. 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.

2.7 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.

2.8 Supplier Network Disclaimer

SUPPLIER ACKNOWLEDGES THAT DUE TO THE NATURE OF ADVERTISING AND THE SUPPLIER NETWORK, CVENT CANNOT AND DOES NOT COMMIT TO THE VOLUME OR QUALITY OF RFPs THAT ARE SUBMITTED THROUGH THE SITE, AND SUPPLIER AGREES THAT ANY DEFICIENCY IN RFP VOLUME OR QUALITY SHALL NOT BE DEEMED A BREACH OF THIS AGREEMENT BY CVENT.

3.0 TERMS APPLICABLE ONLY TO EVENT MANAGEMENT PRODUCT

3.1 Event Management Product: Features

Unless your Order Form states otherwise, you shall receive the following features with your base edition of the Cvent Event Management Product.

Administrative Professional Edition Enterprise Edition
Online training and online user guides Check Mark Check Mark
Unlimited customer support (24 hours, 7 days/week) Check Mark Check Mark
Multiple account log-ins (includes distinct access rights) 1* 5*
Internal calendar for planners Check Mark Check Mark
Event approval process   Check Mark
Address Book    
Custom contact fields (20) Check Mark Check Mark
Group contact management Check Mark Check Mark
Unlimited importing/exporting Check Mark Check Mark
Search and merge functions Check Mark Check Mark
Mailing labels Check Mark Check Mark
Address book segmentation   Check Mark
https post page data transfer Additional fee Additional fee
API access Additional fee Additional fee
Invitations and eMarketing Engine    
Text and HTML emails Check Mark Check Mark
Reminder, confirmation, regret, no-show, post-event emails Check Mark Check Mark
Custom email messaging and target marketing Check Mark Check Mark
Email content analysis tool Check Mark Check Mark
Mail-merge fields Check Mark Check Mark
Invitation forwarding and email capture Check Mark Check Mark
eMarketing Module (for newsletters, promotions, etc.) Additional fee Additional fee
Registration Process    
Registrant (pre-event) questions Check Mark Check Mark
Attendee (post-event) questions Check Mark Check Mark
Regret questions Check Mark Check Mark
Cancellation questions Check Mark Check Mark
Session level questions Check Mark Check Mark
Guest/bulk registration Check Mark Check Mark
Waitlists Check Mark Check Mark
Advanced Registration Options    
Multiple registration fees Check Mark Check Mark
Optional sessions/tracks Check Mark Check Mark
Walk-in registration (kiosk mode) Check Mark Check Mark
Registration rules (i.e. you must select 2 sessions to proceed)   Check Mark
Dynamic registration paths   Check Mark
E-commerce    
Online fee collection and automatic refunds Check Mark Check Mark
Discounts codes, early bird rates, and partial payments Check Mark Check Mark
International currencies Check Mark Check Mark
E-commerce gateway account (VeriSign, PayPal, Moneris, Cybersource, etc.) 1* 1*
Assess service fees at check-out Check Mark Check Mark
Assign general ledger (GL) codes   Check Mark
Reporting    
80+ standard reports Check Mark Check Mark
50+ custom (cross event) reports Check Mark Check Mark
Dashboard views of data (list, pie chart, or bar graph)   Check Mark
Parked reports (delivered via email link)   Check Mark
Event Website    
Customized header per event Check Mark Check Mark
Maps and driving directions Check Mark Check Mark
Sync to calendar Check Mark Check Mark
Graphics/documents library 40 MB* 80 MB*
Event website pages 6 99
Events calendar for invitees   Check Mark
Branding Package Additional fee Additional fee
Event Logistics and Management    
Name badges (with bar codes) Check Mark Check Mark
Table management   Check Mark
To-do list   Check Mark
Budget tracker   Check Mark
Credit tracker   Check Mark
Hotel & Travel module   Check Mark
Meetings management module (inclusive of meeting request forms & workflow) Additional fee Additional fee
Integrations    
Passkey (hotel) integration   Check Mark
CliqBook (flight online booking tool) integration Additional fee Additional fee
GetThere (flight online booking tool) integration Additional fee Additional fee
Sabre (GDS) PNR retrieval Additional fee Additional fee
Webex integration Additional fee Additional fee
Salesforce integration Additional fee Additional fee

Check Mark = Included in base user license
* = May purchase additional

3.2 Event Management Product: Usage Contacts and Emails

Irrespective of edition (in either Professional or Enterprise edition), you may hold up to 100,000 contacts in the Cvent System at any given point in time. Additional contacts may be stored for $.25 per contact per year. You may send up to 500,000 emails per year. Additional emails may be sent for $.05 per email. Emails that do not include a link to a Cvent event registration process (e.g., email newsletters) will be assessed an additional charge and are not included in either the Professional or Enterprise editions. Customers purchasing the eMarketing Module may send email newsletters, promotions, announcements and other non-event-related communications, without incurring any extra per email charge, up to the annual limit of 500,000 emails. Contact your Account Executive to purchase additional contact storage or annual emails.

3.3. Event Management Product: Event Builds

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

Event Attributes/Characteristics Simple Medium Advanced Complex Builds
Contact Types No 2-5 6-10 11+
Registration Paths 1 2-5 6-10 11+
Travel No 1-5 Hotels 5-10 Hotels 10+ Hotels
Websites Pages 1-2 3-6 7-12 13+
Discount codes, early bird rates, and partial payments No Yes Yes Yes
Session visibility and/or registration roles No Yes Yes Yes
Event Length 1 day event 2 day event 3 day event 4+ day event
Multi Lingual No No Bi-Lingual Multi-Lingual

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.

3.4 Invitee Credit Card Processing

If you wish to process credit card payments in connection with the Cvent System, you must first establish your own merchant bank account and an account with a provider of credit services on the Internet supported by Cvent. Cvent cannot and does not guarantee that you will be able to qualify for and obtain a merchant account compatible with the Cvent System. You are responsible for testing the connectivity of your merchant account (including authorization, settlement and refund) prior to processing credit card payments at your event. You are responsible for all fees and expenses generated in your merchant bank account. Any refunds or credits must be independently arranged between you and your registrants or your clients' registrants. If you or your client cancels an event for which you have collected fees or if you permit partial or complete refunds, you must maintain sufficient funds in your bank account so that the Cvent System may issue such refunds to your registrants. For security purposes, funds collected will not be held by Cvent at any point in this process. All funds will pass from registrant to customer without ever being deposited in accounts controlled by Cvent.

3.5 Registrations and Registrants

Your Order Form may specify a number of registrants allowed for a given service level and or price. You will be billed for any registrations beyond this number at the rate specified in your Order Form, or the then current rates for overage if none is specified. Except for price, which may differ, you agree that registrations incurred beyond the contracted level will be subject to the same terms. For Order Forms specifying per-event pricing, each event activated in the Cvent System will be counted for billing purposes except events flagged in advance for administrative purposes by Cvent Customer Service.

A Registrant is defined as a person registering via a registration process created within the Cvent system, even if the Registrant was submitted manually through the back end of the system. Guests registered under a Registrant will count as a Registrant for billing purposes. Each registration will count as a Registrant for billing purposes from the point of submission, not from the point of approval or confirmation. If a person cancels, the initial registration still counts as a Registrant for billing purposes.

You agree that the number of Registrants listed under minimum usage fee in your Order Form is the minimum number of Registrants you agree to use and pay for per annum. Should you use less than this minimum number, fees due under the Order Form will not be reduced. Unused registrants will not roll over to another term year.

4.0 TERMS APPLICABLE ONLY TO WEB SURVEY PRODUCT

4.1 Web Survey Product: Features

Unless your Order Form states otherwise, you shall receive the following features with your base edition of the Cvent Web Survey Product.

Usage Limits Basic Premium Professional Enterprise
Number of Surveys 2 Unlimited Unlimited Unlimited
Survey Responses Unlimited Unlimited Unlimited Unlimited
Response Availability Unlimited Unlimited Unlimited Unlimited
Questions Per Survey Unlimited Unlimited Unlimited Unlimited
         
Features        
Anonymous Surveys Check Mark Check Mark Check Mark Check Mark
Embed Various Media Check Mark Check Mark Check Mark Check Mark
Real-time Reporting Check Mark Check Mark Check Mark Check Mark
Multi-format Export Check Mark Check Mark Check Mark Check Mark
WYSIWYG HTML Editors Check Mark Check Mark Check Mark Check Mark
Spam Detector Check Mark Check Mark Check Mark Check Mark
Unlimited customer support (9 am – 9pm EST M-F) Check Mark Check Mark Check Mark Check Mark
Question & Response Librariess Check Mark Check Mark Check Mark Check Mark
Graphical Templates (40+) Check Mark Check Mark Check Mark Check Mark
Kiosk Mode Check Mark Check Mark Check Mark Check Mark
Campaign Source Tracking Check Mark Check Mark Check Mark Check Mark
Advanced Survey Protection Check Mark Check Mark Check Mark Check Mark
Opt-Out Tracking Check Mark Check Mark Check Mark Check Mark
Sub Questions Check Mark Check Mark Check Mark Check Mark
Branch Logic Check Mark Check Mark Check Mark Check Mark
Skip Logic Check Mark Check Mark Check Mark Check Mark
Multiple Responses per Contact Check Mark Check Mark Check Mark Check Mark
Pipe Logic   Check Mark Check Mark Check Mark
Cross Survey Reports   Check Mark Check Mark Check Mark
Multi-User Rights   Check Mark Check Mark Check Mark
Pre-launch Review & Commentary   Check Mark Check Mark Check Mark
Presentation Creator   Check Mark Check Mark Check Mark
Multilingual Survey Format   Check Mark Check Mark Check Mark
Printable Surveys   Check Mark Check Mark Check Mark
Import Survey Answers   Check Mark Check Mark Check Mark
Launch Approval & Management     Check Mark Check Mark
Contact Database Segmentation     Check Mark Check Mark
Advanced Logic     Check Mark Check Mark
Response-triggered Email Alerts     Check Mark Check Mark
Multiple Email Campaigns     Check Mark Check Mark
Configurable Response Scoring     Check Mark Check Mark
Customizable Export Values     Check Mark Check Mark
Phone Support (weekend hours)     Check Mark Check Mark
Parked Reports (results distribution)     Check Mark Check Mark
Dedicated Account Manager     Check Mark Check Mark
Salesforce Integration       Check Mark
API Access (integrate w/ other apps)       Check Mark
Custom URL       Check Mark
eMarketing Module (for newsletters, promotions, etc.)S Additional Fee Additional Fee Additional Fee Additional Fee

Partial Features List, subject to Terms of Use
* Additional user seats can be purchased

4.2 Web Survey Product: Contacts; Emails; eMarketing

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.

Customer understands that there is a 'heavy launch' algorithm used within Cvent's application to identify large e-mail distribution campaigns that could potentially affect system performance. Cvent's systems will calculate the amount of complex logic, number of questions, and number of recipients for all survey launches. If the survey has potential for causing system slowdowns, the 'heavy launch' will be triggered and this will require Cvent support team intervention. Cvent's support team will assist with the launch of the survey within 24-48 hours of this request, typically during non-business hours to ensure there are no issues with the system.

4.3 Survey Product: Trial Edition

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.

5.0 TERMS APPLICABLE TO ALL THREE (3) SOFTWARE PRODUCTS: (i) THE SUPPLIER NETWORK (ii) EVENT MANAGEMENT PRODUCT, AND (iii) WEB SURVEY PRODUCT

5.1 Price and Payment

You agree to pay all fees and other charges in accordance with this Agreement. All fees are due Net 30 from invoice date. If you do not pay the fees or other charges when they are due, then a finance charge of two percent (2%) plus $100 per month or the maximum rate allowed by law if less will be assessed. Payment shall be by check unless otherwise specified on your Order Form. Cvent may impose a special handling charge of 3-5% if special invoicing requirements apply (such as EDI, third party systems such as Ariba, or other dedicated invoicing systems). Annual fees are charged per annum. As an example, if the Order Form Term spans three years, you will be charged the annual amount three times.

If you exceed the contracted level of Services during the term of this Agreement, you will be charged as specified in your Order Form, or if not specified, using the then-current rates for the overage. Where no limits for usage of Services are explicitly given in your Order Form, limits will apply as specified by product earlier in this document. You are responsible for all taxes, charges or duties including, without limitation, sales, use, value added, royalty or withholding taxes imposed by a federal, state, provincial, local or other government entity on Services provided under this Agreement, excluding taxes based on Cvent's net income.

5.2 Term

The Term of this Agreement is given on the top of the Order Form. If the Term spans several years and the Order Form specifies annual fees, then fees are due in each year of the Order Form (“Contract Year”) or as otherwise specified. The Order Form will renew at the end of its Term as specified (and not on a per year basis) for another Term, equal to the length of the Term specified in the Order Form. If the Order Form specifies a certain number of events, registrants, emails or other billable instances annually, then this limitation pertains to each Contract Year of the Term, unless otherwise specified. Emails are counted when sent, Registrants when the individual is registered, Contacts when created, and Events when created (not the actual date of the event). Unless otherwise provided in the Order Form; if you continue to use the Services beyond the Term, the Order Form will renew for another Term at then-current rates.

5.3 Termination

If you become dissatisfied with the Services because of substantial non-performance, you shall give the Company detailed written notice of such dissatisfaction. Cvent shall have thirty (30) days to cure the substantial non-performance after receipt of such notice. If Cvent fails to cure such substantial non-performance, you may terminate the applicable Order Form and Cvent will refund your “TOTAL Annual Fees” on a monthly pro-rata basis starting as of the end of the thirty (30) day cure period, unless calculation of actual usage would lead to a lower refund amount, in which case that calculation will be used.

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

In the event of non-payment by the Customer, Cvent may accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand. All accelerated future payments due under this Agreement shall be discounted to their net present value at a discount rate of 5% per annum from the day of default. If you fail to pay fees when due, then you shall also be liable for all fees due during the term of the Order Form and any additional expenses (including but not limited to reasonable attorneys' fees and accrued interest) Cvent incurs in collecting such delinquent fees.

In the event of non-payment by the Customer, Cvent reserves the right to restrict access to the Services (or in the case of Supplier Network, to downgrade Supplier to a basic listing). Customer agrees that such restrictions do not modify the amounts due under any Order Form.

5.4 License Grant

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.

5.5 Responsibilities of Parties

You shall be responsible for the adequacy and accuracy of all data that you provide to Cvent through the Cvent System, and/or to your account. Even though our Cvent maintains redundant servers, you are responsible for the backup of your data used in conjunction with the Services.

Cvent provides optional configurable integrations with various external applications, including but not limited to Salesforce and Webex. Cvent is not responsible for any misconfiguration, data corruption or data loss in any external application resulting from the use of such integrations.

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. 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.

5.6 Use of Data

Data provided by Customer through the Cvent System will only be used by Cvent as reasonably required for providing Services as contemplated hereunder and in accordance with Cvent's Privacy Policy (https://www.cvent.com/en/privacy-policy.shtml). 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 or pursuant to a governmental request.) 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.

5.7 No "Spamming" or Illegal Conduct

You will not use our Services for illegal activities or junk mail, chain letters, pyramid schemes, “spam” or distribution to any person who has not given specific permission to be included in such a process. If you use our Services for illegal conduct or to spam, we may immediately suspend or terminate your access to the Services. Cvent reserves the right to base its findings with respect to spam and related analysis and decisions on, among other things, received complaints, observed email patterns, including rates of delivery and email percentage of emails sent reported as being read by Cvent's application. Cvent may also take any self-help remedies necessary to prevent continued violations, including, but not limited to, deleting the contact information from your address book on behalf of those individuals who lodge complaints with Cvent or Cvent's web-hosting company. You are still responsible for full payment of your Order Form even if your access to the Services is terminated for spamming or other illegal conduct.

All email messages sent from Cvent, including invitations, reminders and confirmations, must contain an "unsubscribe" link that allows subscribers to remove themselves from your email messages. You acknowledge and agree that you will not hide, disable, or remove the opt-out link from the foregoing emails. You will actively manage and process unsubscribe requests received by you directly within ten days of submission, and update your email lists and address books to reflect the unsubscribe requests.

Your messages sent using the Services must contain clear and conspicuous notice that the message is an advertisement or solicitation and that the recipient can opt out of receiving more commercial email from you. It also must include your valid physical postal address and comply in all other respects with applicable law.

5.8 Warranties

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.

5.9 Limitation of Liability

Cvent's and its Partner websites liability to you, your affiliates, registered agents, assignees, registrants or any third party claims for any recoverable losses or damages arising under this Agreement including any Order Form(s) shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under the Agreement during its then-current Contract Year. If no fee is paid to Cvent, Cvent does not retain any liability.

IN NO EVENT WILL YOU, CVENT OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT BE LIABLE FOR: (i) ANY DAMAGES CAUSED BY YOUR FAILURE OR THAT OF YOUR CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS TO PERFORM THEIR RESPONSIBILITIES; (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR (iii) ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CVENT WILL NOT BE HELD RESPONSIBLE, OR CONSIDERED TO HAVE FAILED TO MEET ITS OBLIGATIONS UNDER THIS AGREEMENT, IF IT EITHER DELAYS PERFORMANCE OR FAILS TO PERFORM AS A RESULT OF ANY CAUSE BEYOND ITS REASONABLE CONTROL.

These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement.

5.10 Highly Sensitive Personal Information

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).

5.11 Laws and Disputes

This Agreement will be governed by the laws of the Commonwealth of Virginia, USA applicable to contracts made and performed wholly within Virginia without regard to any conflict of law principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The parties agree to the sole and exclusive venue of the state and federal courts encompassing Arlington, Virginia for all matters arising with respect to the Services or this Agreement between the parties. The parties waive their right to a jury trial.

Notice

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.

5.13 Non-solicitation

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.

5.14 Proprietary Rights

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:

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

5.15 Assignment

Except for assignment to a party's affiliate (any entity which directly or indirectly controls, is controlled by, or is under common control with such party), or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other party, neither party may assign or otherwise transfer any right or obligation set forth in the Agreement without the other party's prior written consent, not to be unreasonably withheld or delayed. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

5.16 Entire Agreement

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.

5.17 Legal Fees

Cvent shall be entitled to recover reasonable attorney's fees in the event Cvent is the prevailing party in any legal action to enforce or interpret this Agreement.

5.18 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. Customer agrees that Cvent may use Customer’s name and logo to identify Customer as a customer of Cvent on Cvent’s website, and as a part of a general list of Cvent’s customers for use and reference in Cvent’s corporate and marketing literature. Additionally, Customer agrees that Cvent may issue a press release identifying Customer as a Cvent customer, subject to Customer's prior approval which will not be unreasonably withheld or delayed.


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