Last Updated: August 12,2013
You may not access the Site or the Services if you are a direct competitor of Cvent, except with Cvent's prior written consent.
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||3||Unlimited||Unlimited|
|Questions per Survey||Unlimited||Unlimited||Unlimited|
|Embed Various Media|
|WYSIWYG HTML Editors|
|Custom Mail-Merge Tags|
|Question & Response Librariess|
|Graphical Templates (50+)|
|Advanced Survey Security|
|Multiple Responses per Contact|
|Multiple "Thank You" Pages|
|Cross Survey Reports|
|Pre-launch Review & Commentary|
|Import Survey Answers|
|Multilingual Survey Format|
|SSL (Secure Sockets Layer)|
|Response-triggered Email Alerts|
|Multiple Email Campaigns|
|Configurable Response Scoring|
|Customizable Export Values|
|Parked Reports (Results Distribution)|
|Launch Approval Workflow|
|Contact Database Segmentation|
|Chapters, with Dynamic Scoring|
|API Access (Integrate w/ other Apps)|
|Unlimited 24x5 Customer Support|
|Dedicated Account Manager|
|Dedicated Product Consultant|
|Professional Services||GBP £130/hr||GBP £130/hr||GBP £130/hr|
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 GBP £0.20 per contact per year, and emails over the 500,000 annual limit may be sent for GBP £0.04 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 payments shall be made in British pound sterling, and unless otherwise stated, are exclusive of VAT, which may be chargeable at the applicable rate. 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 Cvent will assess a daily finance charge at a per annum rate of seven percent (7%) above the base lending rate of the European Central bank for the period beginning on the date on which payment was due and ending on the date on which payment is made. Payment shall be by cheque or telegraphic transfer 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, unless you provide timely notice of nonrenewal as specified in the applicable 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, , during the Term of the applicable Order Form, 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 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 back up of your data used in conjunction with the Services.
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.
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 the Services in any manner which exceeds the scope of your license under Section 10 (License Grant) of these Terms or under each applicable Order Form, or which violates your obligations under Section 11 (Responsibilities of Parties), 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").
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.
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 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.
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.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE SALE OF GOODS ACT OF 1979 AND THE SUPPLY OF GOODS AND SERVICES ACT OF 1982, AS AMENDED, DO NOT APPLY TO AND ARE EXCLUDED UNDER THIS AGREEMENT AND THAT 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 accepts liability as set forth in this Agreement. Neither Cvent nor Customer excludes or restricts liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or to any extent not permitted by law.
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.
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 THE OTHER PARTY 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, 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 THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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 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. "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 England and Wales and is subject to the exclusive jurisdiction of the English courts located in London, England. 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 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 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 that you shall not disclose to anyone any proprietary or confidential information of Cvent which you may receive through the Services or which 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. No competitors or future competitors are permitted access to the Site or Services, 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 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.
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, we ask that you contact:
Cvent Europe Ltd.
ATTN: General Counsel
131-151 Great Tichfield Street
London, W1W5BB, UK
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. 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 the parties' respective successors and permitted assigns.
The parties acknowledge and agree that a person who is not Cvent or Customer (including an employee, officer, director, agent, representative, or other affiliated third party of Customer or Cvent) has no rights under this Agreement, pursuant to the Rights of Third Parties Act of 1999, to enforce any term or condition of this Agreement.
Customer agrees that neither it, nor any officer, director, employee, subsidiary, affiliate, agent, representative or other person working on behalf of Customer, in connection with this Agreement, will violate any anti-corruption or anti-bribery laws, statutes and regulations of any country, including, but not limited to, the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA") and the UK Bribery Act 2010. Customer warrants that it will not engage in any bribery, extortion, kickbacks, or other unlawful or improper means of conducting business. Customer also warrants and covenants that it and its respective, officers, directors, employees, agents and representatives have not violated, and will strictly comply with, the anticorruption or anti-bribery laws, statutes and regulations of any country which makes it unlawful to offer, pay, promise to pay, or authorize the payment of any money, or to offer, give, promise to give, or authorize the giving of anything of value, directly or indirectly, inter alia to a Covered Recipient (defined herein) for a Prohibited Purpose (defined herein). For purposes hereof, "Covered Recipient" means a foreign official (including employees of government-owned or controlled entities), foreign political party (including any official thereof), official or employee of an international public organization, or candidate for foreign political office; and "Prohibited Purpose" means assisting a party to obtain or retain business for or with, to secure an improper advantage, or to direct business to, any person, by:
Customer further warrants that it will not engage in any commercial bribery, kickback schemes, or other forms of improper payments to any person, private or public, and agrees that it will not create or submit any false, inaccurate, or misleading invoices or other business documents related to this Agreement. Customer will permit, upon request, Cvent reasonable access to Customer's books and records and/or to conduct periodic or ad hoc audits, as Cvent deems necessary. Upon request, Customer agrees to provide Cvent with a written certification attesting its compliance with the foregoing anticorruption requirements.
This Agreement supersedes any prior agreement or understanding between the parties whether oral or written in relation to its subject matter. This Agreement may only be modified by a written amendment signed by authorized representatives of each party. 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 various provisions and sub-provisions of this Agreement are severable and if any provision or sub-provision is held to be unenforceable by any court of competent jurisdiction then the parties agree to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the original intention of the invalid or unenforceable term or provision.
The parties acknowledge and agree that (i) they have not been induced to enter into this Agreement by, nor have they relied on, any statement, representation, warranty, or other assurance not expressly incorporated; (ii) in connection with this Agreement, their only right and remedies in relation to any statement, representation, warranty, or other assurance are for breach of this Agreement and that all other rights and remedies are excluded. The preceding provision will not affect the rights and remedies of Cvent or Customer for any fraudulent misrepresentation.
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, criminals, failures or delays in transportation or communications, or any act or failure to act by Customer, its employees, agents, or contractors. The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of this Agreement. Cvent is not liable for excusable delay.
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, in investor documents (whether or not filed with the US Securities and Exchange Commission), and as a part of a general list of Cvent's customers for use and reference in Cvent's corporate and marketing literature. Additionally, 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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