These CVENT REFERRAL PARTNER PROGRAM TERMS AND CONDITIONS (the “Terms”) describe the terms applicable to the business relationship between Company and Cvent.  Through the Referral Partner Program, Cvent engages with third parties, like the Company, to allow such third parties to refer potential customers to Cvent.  You are referred to in these Terms as the “Company”.  Cvent and Company are collectively the “parties” and individually, each a “party”.  Company shall include Company affiliates, as applicable.

WHEREAS, the parties desire to establish these Terms in order to describe the overall business relationship between Cvent and Company where the Company is acting as a referral partner or a reseller partner. 

WHEREAS, capitalized terms used throughout the Terms, but not defined, shall have the meanings ascribed to such terms in Exhibit A (Definitions).

NOW, THEREFORE, BE IT AGREED, for good and valuable consideration:

1.             The Relationship

1.1          Marketing Materials. Cvent agrees to provide Company with demonstration materials, brochures and marketing collateral (“Marketing Materials”) for use in soliciting Prospects.  Should Company desire additional Marketing Materials, customized graphics or demonstrations for sales campaigns, Cvent reserves the right to charge a fee for such material, if applicable, for any additional Marketing Materials ordered. Company acknowledges and agrees that Marketing Materials will be provided “as is”.  For the avoidance of doubt, Cvent retains all right, title and interest in and to all Marketing Materials.  Company shall promptly return all Marketing Materials, and all copies thereof, to Cvent upon expiration or termination of these Terms.

1.2          Lead Referrals and Marketing. Company shall employ reasonable efforts to advance the growth of sales of Cvent by acting as a liaison and soliciting sales to Prospects.  Subject to the terms of these Terms, Cvent will pay a referral fee to Company in accordance with the terms and conditions specified in Section 3 hereof.  Nothing in these Terms shall be construed to limit a party’s right to market and solicit sales of its own products and services in any way it deems advisable.

1.3          Lead Submission. Company must complete and submit to Cvent a lead referral (in such format and containing such information as agreed upon by the parties) for each Prospect that Company identifies to Cvent.  At least one of the Prospect contacts listed on the Lead must be a management-level employee in the Prospect’s organization that has decision-making authority regarding the procurement of Cvent Services.

1.4          Lead Acceptance. Leads will be deemed certified by Cvent unless rejected within ten (10) business days from the date of receipt by Cvent (“Lead Submission Date”). Cvent may reject a Lead, in its sole discretion, for reasons including but not limited to, if, as of the date that the Lead was received by Cvent: (a) the Prospect is in possession of a current proposal from Cvent or a Cvent-authorized distributor or reseller within the preceding twelve (12) months; (b) the Prospect has had one or more face-to-face meetings or substantial communications with Cvent’s representatives during the twelve (12) months preceding the date of receipt of the Lead; (c) Cvent has already received the Lead for that Prospect from a third party with respect to Cvent Services; (d) Cvent has already established a business relationship with the Prospect or an affiliate of the Prospect under a current written agreement between Cvent and such Prospect or affiliate; or (e) the Prospect is currently working with a competitor of Company directly through Cvent.

1.5          Referral Fee Eligibility.  Company shall be eligible to receive a Referral Fee if Cvent converts a Qualified Lead to a Cvent Transaction within six (6) months of the Lead Submission Date.

1.6          Pricing of Cvent Products and Services. Company shall not discuss pricing with Prospects.  Pricing for the Cvent Services shall be determined by Cvent from time to time and may be dependent on the required Cvent Services and scope of solution.  Cvent may immediately terminate these Terms if Company engages in any sales activity for Cvent Software and/or Cvent Services that involves communications or representation of Cvent Services at prices lower than those set by Cvent. Aside from communicating price proposals to Customers, in no event shall Company publish or otherwise disclose (whether orally or in writing) to any third parties the fees charged by Cvent for Cvent Services

1.7          Payment. Company agrees not to charge the Customer for any fees or related expenses with respect to the referral. Customers will be invoiced by, and will pay, Cvent directly for Cvent Services as set forth in the order form applicable to such Customer. 

2.             Company’s Responsibilities.

2.1          Company’s Efforts. Company shall use commercially reasonable efforts to: (i) refer leads for the purchase  Cvent Software and Cvent Services, in accordance with these Terms; and (ii) dedicate adequate resources, financial and otherwise, and maintain facilities and staff, to refer leads for the purchase Cvent Software and/or Cvent Services in a timely, diligent and professional manner using competent personnel, and in accordance with Company’s obligations under these Terms.

2.2          Demonstrations, Solutions and Pricing. Company shall engage Cvent in any and all discussions around demonstrations, solutions, materials and pricing.

2.3          Business Practices. Company covenants that it will: (i) conduct business in a manner that reflects favorably on Cvent and its good name, good will, and reputation; (ii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Cvent; (iii) make no false or misleading representations with regard to Cvent or its products; (iv) make no representations, warranties or guarantees to third parties with respect to the specifications, features, or capabilities of Cvent Service that are inconsistent with the then-current Marketing Materials; and (vi) not represent that it is acting as an agent of Cvent or otherwise on behalf of Cvent.

2.4          Sanctions Compliance.  Neither the Company nor any of its subsidiaries, any director, officer, agent, employee, affiliate or any person associated with or acting on behalf of the Company or any of its subsidiaries, is currently subject to, or will have any dealings with organizations or individuals that are subject to, any sanctions administered by (a) the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (including, but not limited to, the designation as a “specially designated national or blocked person” thereunder and sanctions pursuant to the U.S. Iran Sanctions Act of 1996, Public Law 104-172, as amended by the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, Public Law 111-195) or the U.S. Departments of State or Commerce in the United States, (B) any other relevant sanctions authority (collectively, “Sanctions”).

2.5          Compliance with Anticorruption Laws. Company agrees that neither it, nor any officer, director, employee, subsidiary, affiliate, agent, representative or other person working on behalf of Company, in connection with these Terms, 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”). Company warrants that it will not engage in any bribery, extortion, kickbacks, or other unlawful or improper means of conducting business. Company 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:

(a)   influencing any act or decision of a Covered Recipient in such Covered Recipient’s official capacity;

(b)   inducing a Covered Recipient to do or omit to do any act in violation of such Covered Recipient’s lawful duty;

(c)   securing any improper advantage; or

(d)   inducing a Covered Recipient to use such Covered Recipient’s influence with a foreign government (or instrumentality thereof) to affect or influence any act or decision of such government (or instrumentality thereof), including entities that are government-owned or controlled.

Company 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 these Terms. Upon request, Company agrees to provide Cvent with a written certification attesting its compliance with the foregoing anticorruption requirements.

2.6          Non-Solicitation, Non-Competition, Non-Circumvention. During the Term and for one (1) year after the termination thereof for any reason, Company shall not, for itself or others, urge any customers of Cvent to discontinue, in whole or in part, its business with Cvent, or not to do business with Cvent. Company agrees that its breach of this provision will result in irreparable harm to Cvent for which damages may not be a sufficient remedy and that Cvent will be entitled to seek equitable relief including, without limitation, specific performance and or injunctive relief, without the necessity the posting a bond or other surety.

3.             Economic Terms and Payment.

3.1          Referral Fee. Company shall be eligible for a referral fee of 10% of the order form total amount (excluding taxes and third party services) for the first twelve (12) months of the contract agreed to by Cvent and a Qualified Lead for subscription amounts applicable to Cvent Software only.  Referral fees will not be paid with respect to (i) Prospects Cvent is already, or has been, engaged with, (ii) current Cvent customers, (iii) referrals not accepted by Cvent in accordance with these Terms, or (iv) any professional or consulting services, hardware or consumables provided by Cvent to a Customer (even in the event that such products/services are included in an order form for a Qualified Lead). 

3.2        Payment.  Cvent will reconcile the referral fee payment amounts on a regular basis (not less frequently than monthly) and remit payment of referral fees to Company with respect to fully-paid Cvent Transactions that result from Qualified Leads.  Cvent reserves the right to, upon 90 days' notice to Company, modify the Referral Fee rates or policies hereunder.

3.3          Taxes. Each party shall be responsible for the payment of all taxes, withholdings, duties, fees and other governmental charges of any kind (excluding value-added, sales and use taxes, which shall be payable by Company if applicable) which are imposed by or under the authority of any government or any political subdivision thereof on the revenues it receives under these Terms.

3.4          No Guarantee. Nothing in these Terms shall be construed as a guarantee by Cvent of any minimum revenue to be generated or fees collected by Company under these Terms.

4.             Term and Termination. 

4.1          Term. These Terms shall commence on the date accepted by Company and continue in full force for three (3) years (each a “Program Year”, and collectively, the “Initial Term”), unless earlier terminated as set forth herein (the “Term”).  Upon expiration of the Initial Term, these Terms shall automatically renew for subsequent one year periods (each, a “Renewal Term”) until terminated in accordance with the provisions hereof.

4.2          Termination For Cause. Either party may terminate these Terms if (i) the other party breaches any material term or condition and fails to cure such breach within thirty (30) days after written notice of the same, or (ii) the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.

4.3          Termination Without Cause. At any time after the first year of the Term and at any point during any Renewal Term, either Cvent or Company may terminate these Terms without cause by providing the other Party at least sixty (60) days’ prior written notice.

4.4          Effect of Termination. Upon termination of these Terms, (i) each party shall, upon request, immediately return to the other party all Confidential Information and data (including all copies thereof) then in the party’s possession or control including, without limitation, all technical materials and business plans supplied by the other party; (ii) each Party shall pay the other Party for all unpaid fees and/or commissions, as applicable, accrued hereunder prior to and through the effective date of termination within sixty (60) days after the date of termination, (iii) all other rights and licenses of Company hereunder shall terminate, and (iv) all other rights and obligations of the parties under these Terms will terminate, except that neither party will be relieved of liability for such party’s breach of any of the provisions of these Terms. 

4.5          Transition Assistance. Upon expiration or termination of these Terms, in order for Cvent to fulfill its obligations that survive expiration or termination of these Terms, Company shall provide to Cvent transition assistance as necessary to permit Cvent to continue to provide the Cvent Services directly to Customers that have purchased subscriptions prior to such expiration or termination.

5.             Warranties; Obligations of the Parties.

5.1          Corporate. Each party represents and warrants that: (i) it is authorized to enter into these Terms and perform its obligations hereunder, and (ii) that it is not party to any other agreement or under any obligation to any third party which would prevent it from entering into these Terms or from performing its obligations hereunder, or require it to obtain any consent or permission with respect thereto.  Company further represents and warrants that it has the legal right to conduct business as necessary to undertake the obligations hereunder and shall produce documentation demonstrating such legal right to Cvent upon request by Cvent.

5.2          Costs and Expenses. Each party shall be responsible for all of its costs and expenses incurred in its performance under these Terms and shall not hold the other party liable for any costs incurred whatsoever.

5.3          Compliance with Laws.  Each party agrees to comply with all applicable laws, rules, and regulations in connection with its activities under these Terms.

5.5          Disclaimer of Implied Warranties.  CVENT HEREBY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET ENJOYMENT, DATA ACCURACY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE,  AND EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.  CVENT DOES NOT GUARANTEE THAT USE OF THE CVENT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

6.             Confidentiality.

6.1          Confidential Information As used herein, “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 of Company shall include Company data; Confidential Information of Cvent shall include the source code related to Product and Services and customer data provided directly to Cvent by a Customer or Customer End User; Confidential Information of each Party shall include the terms and conditions of these Terms and all Exhibits and attachments, 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. 

6.2          Nondisclosure Period. During the term of these Terms and for two (2) years thereafter, the Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission. 

6.3          Obligations. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Additionally, Cvent shall provide prompt notification to Company of any unauthorized access to or disclosure of Company or Customer Confidential Information.

6.4          Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

6.5          Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

6.6          Return of Materials. Upon the written request of Company (i) at any time during the Term of these Terms, or (ii) within thirty (30) days after the expiration or termination of these Terms, Cvent will deliver to Company or destroy and certify destruction (at Company’s election) all Company Confidential Information.

7.             Proprietary Rights.

7.1          Cvent Marks. Cvent hereby grants Company 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 Company in writing with respect thereto, solely for the purposes of exercising its rights under these Terms; 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 Company will obtain no goodwill or any other rights thereof as a result of the use of the Cvent Marks. 

7.2          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 Company in any way.  Cvent’s rights under this subsection include, but are not limited to, all Intellectual Property Rights in the Cvent Services.  Company 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. Company 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 Company 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.

7.3          Company Marks. Company hereby grants Cvent a royalty-free, non-exclusive, non-transferable license to use the Company Marks designated by Company from time to time during the Term, all in accordance with Company’s usage guidelines communicated to Cvent in writing with respect thereto, solely for the purposes of exercising its rights under these Terms; provided that any use of the Company Marks shall require the prior written consent of Company.  Company 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 Company Marks.

8.             Indemnification.

8.1          By Company. Company agrees to defend, indemnify, and hold Cvent and its officers, directors, employees, agents, and affiliates (each a “Cvent Indemnitee”) harmless from and against any third party claims against a Cvent Indemnitee for losses, liabilities, damages and expenses, including the fees of attorneys and other professionals, arising out of (a) any negligent acts or omissions of Company in connection with its activities under these Terms; (b) any warranty made by Company, its employees or agents relating to the Cvent Services that is inconsistent with policies or specifications provided in writing by Cvent; (c) any claims by Customers relating to Company’s services or arising from the agreements between Company and Customers and/or Customer End Users; or (d) breach of any representation, warranty, covenant or agreement of Company made in connection with these Terms in each case.

8.2          Limitation of Liability.  Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages and not to exceed the total referral FEES PAID UNDER THESE TERMS DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.  IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR ANTICIPATED PROFITS, OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.

9.             Miscellaneous.

9.1          Force Majeure. Except for payment obligations hereunder, neither party shall be liable for any delay or failure in performance due to events outside such party’s reasonable control, including without limitation acts of God, terrorism, denial or service attack, earthquake, governmental acts, criminal acts, labor disputes, utility failures, shortages of supplies, riots, war, fire, epidemics, or delays of common carriers.  The obligations and rights of the excused party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay.

9.2          Notices. All notices required or permitted under these Terms will be in writing, in English, and will be deemed given: (a) when delivered personally; (b) when sent by email to the designated contact (followed by confirmation of receipt by telephone); (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid (or six (6) days for international mail); or (d) one (1) day after deposit with a commercial express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery), with written verification of receipt.  All communications will be sent to the addresses set forth on the last page of these Terms or such other address as may be designated by a party by giving written notice to the other party pursuant to this paragraph.

9.3          Governing Law. These Terms 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 in connection with these Terms.  The UN Convention on the International Sale of Goods shall not apply to these Terms.

9.4          No Waiver. No waiver of rights under these Terms by either party shall constitute a subsequent waiver of such right or any other right under these Terms.

9.5          Assignment. These Terms 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 these Terms, in whole but not in part, without the other party’s permission, to an affiliate of such Party or in connection with any merger, consolidation, sale of all or substantially all of such assigning party’s assets, or any other similar transaction; provided, that the assignee provides prompt written notice of such assignment to the other party, the assignee agrees to be bound by the terms and conditions of these Terms, and the assignee is capable of fully performing the obligations of the assignor under these Terms.

9.6          Severability.  In the event that any of the terms of these Terms become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from these Terms.  All remaining terms of these Terms shall remain in full force and effect. 

9.7          No Agency or Joint Venture.  The parties agree and acknowledge that the relationship of the parties is in the nature of an independent contractor.  These Terms shall not be deemed to create a partnership or joint venture and neither party is the other’s agent, partner, employee, or representative.  Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

9.8          No Third Party Beneficiary.  It is the intention of the parties that no person or entity other than Cvent and Company or their permissible assigns is or shall be entitled to bring any action to enforce any provision of these Terms against either of the parties, and the covenants, undertakings and agreements set forth herein shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder.

9.9          Survival.  The clauses of these Terms which by their nature should survive termination or expiration of these Terms shall survive such termination or expiration. 

9.10        Entire Agreement. These Terms are the complete agreement between the parties hereto concerning the subject matter of these Terms and replaces any prior oral or written communications between the parties.  These Terms may only be modified by a written document executed by the parties hereto. 

9.11        Counterparts.  These Terms may be executed in two counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Exhibit A