Last Updated: May 21, 2018
You may not access the Site or any content on the Site if you are a competitor of Cvent, except with Cvent's prior written consent.
1. Scope of Services
The Services enable meeting and event planners (hereafter called "Users" or "You") to search, select and source meeting and event industry suppliers. The Services enable Users to submit requests for proposal ("RFPs"), bid responses, and related communications with hotels, venues, and other companies that provide services to Users ("Suppliers").
2. Order of Precedence
3. Subscription Right
Subject to these terms and conditions and any additional terms contained in an Order Form, if any, Cvent will provide You with a worldwide, non-exclusive, non-transferable and revocable subscription right, without the right to grant sublicenses to access and use the Services, as upgraded from time to time. You may use the Services only for purposes of performing your internal business operations or your clients' business operations outsourced to You. You may not use the Services as part of a commercial time-sharing or service-bureau operation or in any other resale capacity. Except for the foregoing subscription right, no other rights in the Services are granted to You hereunder, and the Services are and will remain the sole and exclusive property of Cvent and its licensors, if any, whether the Services are separate or integrated with any other products, services or deliverables.
4. Responsibilities of the Parties
4.2User agrees (i) to abide by all applicable local, state, national, and international laws and regulations; (ii) not to use the Services for illegal purposes; (iii) not to impersonate any person or entity or engage in any fraudulent business practice, including generating automated or invalid impressions, inquiries, conversions, clicks or other actions; (iv) not to display or transmit any unlawful, harmful, hateful, racially, ethnically or objectionable material of any kind; (v) not to distribute in any way files that contain viruses, corrupted files, or any other similar programs; and (vi) not to interfere or disrupt the network's functionality.
4.3Users is solely responsible for the actions of its employees and agents that use the Services on its behalf, including without limitation to submit, accept or reject RFPs and bid responses and for related communications with other users of the Services. User assumes all risk in dealing with other users of the Services 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 You 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.
4.4Users 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 "raw" information that User, its employees, or agents submit through the Cvent System (the "User Content") is owned by User or that User has the right to grant the license set forth hereunder. User hereby agrees that Cvent may use all User Content, including that which is specific to User, for the purpose of creating aggregated and/or anonymized statistics concerning use of the Services (the "Aggregate Data"). Cvent will be the sole owner of the Aggregate Data and, notwithstanding anything to the contrary, shall be free to use and disclose the Aggregate Data for any commercial purposes including, but not limited to, publicizing usage of the Services, providing information on general industry trends, and providing benchmarking data to Cvent customers. Aggregate Data shall not identify User as the source of any specific piece of data. , Except as otherwise set forth herein, User retains any and all rights it may possess to User Content provided to Cvent through the Services 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 Services and to disclose the User Content to third-party Suppliers and service providers to operate the Services.
4.5Cvent will assign You one or more login IDs and passwords that will enable You to access the Services. Each user ID is unique to the assigned individual and may not be shared with others, including other personnel of User. You shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords, and You are solely responsible for any losses arising from another party's use of such IDs and passwords, either with or without your knowledge.
4.6Upon User's written request made within 30 days after the effective date of expiration or termination of this Agreement, Cvent will, provided User is not in breach of any of its obligations under the Agreement and upon User's payment of the applicable fees, make available to User for download a file of User Content in its then current format. After such 30-day period, Cvent shall have no obligation to maintain or provide any User Content and shall thereafter, unless legally prohibited, delete all User Content maintained in its production systems, provided however, that Cvent may retain archival copies of User Content on offline backup media for a reasonable period of time not to exceed two (2) years following expiration or termination of any Order Form.
5. No Illegal Conduct or other Prohibited Uses
5.1You will not use the Services in any manner which exceeds the scope of your subscription under Section 3 (Subscription Right) of these Terms, or which violates your obligations under Section 4 (Responsibilities of the Parties) of these Terms, or for illegal activities (all the foregoing "Prohibited Uses"). If Cvent reasonably believes You are engaged in any Prohibited Uses, we may immediately suspend or terminate your access to the Services and other Services. 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 any fees due and owing pursuant to an Order Form even if your access to the Services is suspended or terminated for Prohibited Uses.
5.2User represents and warrants that it, its affiliates, and their employees, agents, representatives, and any entity or persons having effective control over User, is not subject to or resident in any country subject to economic or trade sanctions by the U.S. State Department and/or OFAC or are listed as a "Specially Designated National," a "Specially Designated Global Terrorist," a "Blocked Person," or similar designation under the OFAC sanctions regime. Any breach of this section shall be deemed a material breach of this Agreement and Cvent may immediately terminate this Agreement.
6. Content and Access
6.1User acknowledges and agrees 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 Services or cause or permit the reverse engineering, disassembly or decompilation of the Services. All users of Services 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.
6.2No 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 Services should any User's or Supplier's conduct fail to conform to any of these Terms.
6.3Cvent may modify the Services website display and terms at any time without liability except regarding intellectual property rights of Suppliers. Your use of the Services 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 Services and may change the format and page placement of all data at any time without prior notice. The Services 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.
6.4Changes. Access is limited to the version of the Services in Cvent's production environment. Cvent may from time to time at its sole discretion update the Services, including but not limited to the display, and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements without liability except regarding intellectual property rights of Suppliers. Your use of the Services 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 Services and may change the format and page placement of all data at any time without prior notice. The Services 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.
6.5Environment. Cvent will provide User online access to and use of the Services via the Internet by use of a User-provided browser. The Services will be hosted on a server that is maintained by Cvent or its designated third party supplier or data center. User is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the Services, including but not limited to Internet access and adequate bandwidth.
7.1For purposes of these Terms, "Confidential Information" means any information, regardless of form, proprietary to or maintained in confidence by either party, including, without limitation, any User Content, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by either party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other party or any of its employees or agents. The terms and conditions of any order for Cvent products or services shall be deemed Confidential Information of both Cvent and the User.
7.2Each party shall maintain the confidentiality of all information and data of the other and its affiliates and, in the case of Customer, its clients, that is marked as confidential or which ought reasonably to be regarded as confidential, that it collects, receives or processes in connection with this Agreement and shall not directly or indirectly copy, release, disclose, divulge or permit access to any such confidential information without the prior written consent of the other party.
7.3Both parties may use and copy such confidential information as is necessary to perform their obligations under this Agreement and for no other purpose except that Cvent may use User's Confidential Information for purposes other than the provision of Service only in an aggregated, anonymized form, such that User is not identified. Both parties may disclose such confidential information to their employees and Customer may disclose to its affiliates, both on a "need-to-know" basis, provided that both parties shall ensure that any such employees or affiliates are subject to obligations of confidentiality with similar effect to this section. Cvent may also disclose User's Confidential Information on a need to know basis to its subcontractors who are providing all or part of the Service.
a) The restrictions in this section "Confidentiality" do not apply to any information which:
- i. at the time of disclosure or thereafter is generally available to and known by the public or any third party (other than as a result of an unauthorized disclosure directly or indirectly by the non-disclosing party),
- ii. was or becomes available to the non-disclosing party on a non-confidential basis from a source other than the disclosing party,
- iii. has been independently acquired or developed by the non-disclosing party without violating any of its obligations under this Agreement.
7.4Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, provided that it gives Discloser reasonable advance notice sufficient to contest such requirement of disclosure, unless it is prevented from providing such notice by the government agency or operation of law.
7.5The obligations of Cvent set forth in this Section 14 shall not apply to any suggestions and feedback for product or service improvement, correction, or modification provided by User in connection with any present or future Cvent product or service, and, accordingly, neither Cvent nor any of its clients or business partners shall have any obligation or liability to User with respect to any use or disclosure of such information.
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.
ALL SERVICES GOVERNED BYTHESE TERMS ARE PROVIDED "AS IS" AND 'AS AVAILABLE' BASIS. CVENT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 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, AND THAT THE SERVERS USED FOR THE SERVICES WILL BE FREE OF VIRUSES, OR OTHER HARMFUL COMPONENTS. USER ACKNOWLEDGES THAT USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SERVICES AND USER CONTENT. ACCORDINGLY, CVENT CANNOT AND DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. IN ORDER TO PROTECT USER'S CONTENT, CVENT MAY SUSPEND USER'S USE OF THE SERVICES IMMEDIATELY, WITHOUT PRIOR NOTICE, PENDING AN INVESTIGATION, IF ANY BREACH OF SECURITY IS SUSPECTED. USER ACKNOWLEDGES THAT THE SERVICES AVAILABILITY MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CVENT IS NOT RESPONSIBLE OR DEEMED TO BE IN DEFAULT FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS, OR UNAVAILABILITY RELATED TO USER'S APPLICATIONS, USER CONTENT, OR USER'S EQUIPMENT, OR THE ACTS OR OMISSIONS OF ANY USER OF THE SERVICES. USER 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
10.1Cvent accepts liability as set forth in this Agreement. Neither Cvent nor You exclude or restrict 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.
10.2Cvent'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, or arising under these Terms or any Order Form 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 Order Form.
10.3IN 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 Order Form will be governed by the laws of the State of Victoria, without regard to any conflict of law principles, and the parties agree to the sole and exclusive jurisdiction of the courts located in Melbourne 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.
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 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.
13. Intellectual Property and Protection of Content for Cvent Services and Cvent Website
13.1You acknowledge that, except for the User Content, Cvent or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Services (including without limitation to any software and modifications thereto) and to any related documentation and marketing materials, regardless of whether such intellectual property notices (i) appear in the Services or in related documentation or materials, or (ii) have been filed with applicable governmental agencies. The Services and all equipment, infrastructure, websites and other materials provided by Cvent in the performance of Services will at all times remain the exclusive, sole and absolute property of Cvent or its licensors. Subject to these Terms, You may access and use the Services solely for conducting your own business operations or your clients' business operations outsourced to You, and not in any resale capacity.
13.2Cvent acknowledges that You retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the information You provide to the Services. 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 Services.
13.3To 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:
ATTN: General Counsel
1765 Greensboro Station Place, Suite 700
Tysons Corner, VA 22102
(703) 226 3500
14.1Cvent or a Paying User 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, except for breach of Section 3, which shall have a ten (10) day cure period, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.
14.2In the event of your non-payment under any Order Form or other Services agreement: (i) Cvent may accelerate and declare all sums due, and to become due under such Order Form or other Services agreement, immediately payable without notice or demand. (ii) You shall also be liable for all fees due during the then-current 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. User acknowledges such payment as liquidated damages (reflecting a reasonable measure of actual damages and not a penalty) equal to the aggregate yearly (or monthly as the case may be) recurring fees (as set forth in the Order Form) that will become due during the canceled portion of such term (e.g., initial term or renewal term). (iii) In the event of User's failure to pay its invoice in accordance with this Section 3 or as otherwise set forth in an Order Form, Cvent reserves the right to restrict User's access to the Site. Following payment, User's access may 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, Distributed Denial of Service or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delays in transportation or communications, or any act or failure to act by User, 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 their respective obligations hereunder. Cvent is not liable for excusable delay.
16. No Third Party Beneficiaries
These Terms are not intended to, and do not confer any rights, benefits or remedies upon any person other than the parties.
17. Press Releases; Customer List
You agree that Cvent may use Your organization's name and logo, if applicable, to identify You as a customer of Cvent on Cvent's website, in investor documents (whether or not filed with the Securities and Exchange Commission), and as a part of a general list of Cvent's customers for use and reference in Cvent's corporate and marketing literature. 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.
18. Entire Agreement; Severability; Waiver
These Terms supersede any prior agreement or understanding between the parties whether oral or written in relation to its subject matter, and may only be modified by a written amendment signed by authorized representatives of each party, except solely in connection with additional purchases under an active Order Form, which may be transacted via email. 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 these Terms shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions. Cvent's failure to exercise or enforce any right, power or remedy under these Terms shall not operate as a waiver thereof.
Supplemental Terms and Conditions for Business Transient Service
Rate Audit (as defined below) shall be performed on up to any of the following GDS (available are: Abacus, Amadeus, Apollo or Galileo, Sabre, and Worldspan) to ensure integrity of the rate loading of Client's rates for up to the numbe of hotels in Client's preferred hotel program as listed in the Order Form for 3 Audit Jobs (as defined below) for each annual period.
Definition of an "Audit": An "Audit" is described as: (i) a single PSEUDO CITY CODE, (ii) a single HOTEL, (iii) a single DATE, and (iv) a single RATE ACCESS CODE. [Note: A PSEUDO CITY CODE can also be referred to as an Office ID or SID]
Customer must provide, and agrees to provide, to Cvent the authority to perform Audits on its behalf by allowing access into Customer's Master PSEUDO CITY CODES in each of the applicable GDS.
In the event that Customer is unable to provide Cvent access to utilize Customer's Master PSEUDO CITY CODES when performing Audits, Customer has the option to utilize Cvent's Master PSEUDO CITY CODES in each GDS. Should Customer select this option, Customer understands and agrees that Cvent's access is only valid and accurate if EACH AND EVERY hotel chain being audited attaches Cvent's PSEUDO CITY CODES to all of the negotiated rate access codes. IF, Cvent's PSEUDO CITY CODES are not attached by the hotel companies then the Audit results will be inaccurate for which Cvent will not be responsible for any such inaccuracies.
Definition of an "Audit Job": An "Audit Job" shall be defined as the initiation and completion of the processing of a single file containing one or more Audits.
Activities Included In the Annual License Fee
- For each annual period, Audits shall be performed in the GDS as elected by Customer, available are:
- - Abacus
- - Amadeus
- - Apollo or Galileo
- - Sabre
- - Worldspan
- For each annual period, Rate Audit report will:
- - 3 Audit Jobs in GDSs as elected by Customer.
- > Any Audit in excess of the Annual License Metric Volume, as more fully described on the Order Form will be subject to additional annual license fees as Cvent's current rate.
- Customer shall be provided access to Cvent's Rate Audit GUI interface to review audit results.
- Customer shall be responsible for any and all applicable GDS transaction fees and will be billed in arrears by Cvent.
- For each annual period, Cvent will initiate the first full-program audit per Customer request. Cvent shall then utilize the GUI interface to perform up to 2 single follow-up audits per program for failed properties identified in previous audits.
- Beginning with the 4th Audit, per program, additional fees shall apply as set forth below.
- AUDITS" PERFORMED IN EXCESS OF THE PARAMETERS SET FORTH IN THIS EXHIBIT A SHALL BE INVOICED BY CVENT, MONTHLY, IN ARREARS AT THE OVERAGE FEE LISTED IN THE ORDER FORM, PER PROPERTY.
- ADDITIONAL AUDIT AND SET-UP FEES SHALL APPLY IF CUSTOMER ADDS ANY ADDITIONAL PCCS OR GDS TO BE AUDITED DURING THE TERMS SET FORTH IN THIS AGREEMENT.