THIS CVENT ALLIANCE PARTNERSHIP AGREEMENT (this “Agreement”) is entered into by and between (“Partner”), and Cvent, Inc., a Delaware corporation (“Cvent”), with its principal office and place of business at 1765 Greensboro Station Place, 7th Floor, Tysons Corner, VA 22102, on behalf of itself and its wholly-owned subsidiaries, as applicable. Cvent and Partner are collectively the “Parties” and individually a “Party.”

The Parties hereby agree to the following:

Marketing

Upon execution of this Agreement, Cvent shall provide to Partner marketing benefits listed, if any, in the Exhibit A which will be attached to this Agreement.

Alliance Partnership Program Tiers

The Cvent Alliance Partnership Program provides the below benefits based upon the Partner’s investment in the Alliance Partnership Program:

1. Cvent App Marketplace and Cvent Vendor Marketplace basic listings are included at no charge. Both marketplace places have listing upgrade options that contribute to Status Achievement Thresholds’
2. Participation in Cvent Hosted Events requires additional investment which contributes to Status Achievement Thresholds
3. Invitation to Cvent CONNECT Leadership Summit is subject to availability and requires participation Cvent CONNECT as a sponsor and/or exhibitor.

Qualifications and Achievement

Every dollar spent by the Partner on the following items contributes to the status achievements of Associate, Select and Premier listed in the above table:

• Cvent Vendor Marketplace Premium Listing
• Cvent App Marketplace Feature Listing
• Cvent Events Sponsorships
• Cvent Events Tradeshow Booth
• Revenue Share paid to Cvent

The status qualification year starts on January 1 and runs through the December 31 of each calendar year.

For example, your counter will restart on January 1 and run through December 31 of the same calendar year, the status year (when your status is valid) takes effect the date you qualify, or January 1 (whichever comes first) and will be valid through December 31 of the same calendar year.

Reservation of Rights

Cvent may, in its discretion, change the Alliance Partnership program rules, regulations, benefits and special offers at any time with or without notice. This means that the accumulation of benefits does not entitle Partners to any vested rights with respect to such program benefits.

In accumulating benefits, members may not rely upon the continued availability of any benefit or status level, and members may not be able to obtain all offered benefits. Any benefit may be withdrawn or subject to increased requirements or new restrictions at any time

Cvent may, among other things, (i) withdraw, limit, modify, or cancel any benefit; (ii) change program benefits, conditions of participation, rules for earning, redeeming, retaining or benefits; (iii) rename or redefine program elements or benefits; (iv) modify or end any of its status programs.

Cvent may make any one or more of these changes at any time even though such changes may affect your ability to use the benefits that you have already accumulated. Cvent reserves the right to end the Alliance Partnership Program with six months' notice. Benefits may be subject to government regulations.

Cvent Marks: Cvent hereby grants Partner a limited, revocable, royalty-free, non-exclusive, non-transferable license to use the Cvent Marks designated by Cvent from time to time during the Term, all in accordance with Cvent’s usage guidelines communicated to Partner in writing with respect thereto, solely for the purposes of exercising its rights under this Agreement; provided that any use of the Cvent Marks shall require the prior written consent of Cvent. Cvent will retain all goodwill and all other rights thereto, and Partner will obtain no goodwill or any other rights thereof as a result of the use of the Cvent Marks.

Cvent Services: The Cvent Services are and will remain the sole and exclusive property of Cvent and its suppliers, if any, whether the Cvent Services are separate or integrated with any other services or products, or if modified by Partner in any way. Cvent’s rights under this subsection include, but are not limited to, all Intellectual Property Rights in the Cvent Services. Partner will not delete or in any manner alter the Intellectual Property Rights notices of Cvent and its suppliers, if any, appearing in the Cvent Services or any documentation or other materials provided in connection therewith. Partner shall use its reasonable efforts to protect Cvent’s Intellectual Property Rights in the Cvent Services and promptly shall report to Cvent any infringement of such rights of which Partner becomes aware. Cvent reserves the sole and exclusive right, exercisable at its discretion, to assert claims against any party for infringement or misappropriation of its Intellectual Property Rights in the Cvent Services.

Partner Marks: Partner hereby grants Cvent a royalty-free, non-exclusive, non-transferable license to use the Partner Marks designated by Partner from time to time during the Term, all in accordance with Partner’s usage guidelines communicated to Cvent in writing with respect thereto, solely for the purposes of exercising its rights under this Agreement; provided that any use of the Partner Marks shall require the prior written consent of Partner. Partner will retain all goodwill and all other rights thereto, and Cvent will obtain no goodwill or any other rights thereof as a result of the use of the Partner Marks.

Partner Products: Cvent acknowledges that Partner retains all intellectual property rights, including but not limited to, all copyright, trademark, trade secret, and patent rights, in the Partner Products, any modifications thereto, 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 shall directly or indirectly be construed to assign or grant to Cvent any right, title or interest in the Partner Products or any intellectual property rights relating thereto.

Changes and Environment: ccess is limited to the version of the Cvent Software in Cvent’s production environment. Cvent may from time to time at its sole discretion update the Cvent Software 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. Cvent will provide Customer online access to and use of the Cvent Software via the Internet by use of a Customer-provided browser. The Cvent Software will be hosted on a server that is maintained by Cvent or its designated third-party supplier or data center. Customer is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the Cvent Software, including but not limited to Internet access and adequate bandwidth.

Termination

Cvent may terminate this Agreement upon thirty (30) days prior written notice to the Partner.

Confidentiality

“Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include customer data provided directly to Partner by Cvent; Confidential Information of each Party shall include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Each party’s confidentiality shall continue during the Term and last 12 months following the Term.

Assignment

This Agreement may not be assigned or transferred by either party without the prior written consent of the other party. Any attempted assignment without such consent will be void. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement, in whole but not in part, without the other party’s permission, in connection with any merger, consolidation, sale of all or substantially all of such assigning party’s assets.

Governing Law

This Agreement shall be governed in all respects by the laws of the Commonwealth of Virginia without giving effect to the principles of conflict of law. The parties hereby agree to the exclusive jurisdiction of the courts of Virginia and United States courts located in the Fairfax County, Virginia for the purpose of any action or proceeding brought by either party in connection with this Agreement.

Entire Agreement

This Agreement contains the entire Agreement and understanding of Cvent and Partner with respect to the entire subject matter hereof, and there are no representations, inducements, promises or agreements, oral or otherwise, not embodied herein. Any and all prior discussions, agreements, proposals, negotiations and representations relating thereto are merged herein.