Cvent CONNECT Virtual Terms and Conditions

1. Termination. Either party may terminate this Agreement upon the material breach of the other party if such breach remains uncured for fifteen (15) days following written notice to the breaching party.
    
2. Changes and Cancellations. Cvent reserves the right, at its sole discretion, to change the  hours or dates of the Event. Cvent will attempt to notify Marketor of any such changes as far in advance as possible. In the event Marketor wishes to cancel all or part of its participation in the Event, Marketor must send notice of cancellation in writing to sponsorships@cvent.com. Marketor shall be liable for one hundred percent (100%) of the total fees set forth above. Marketor is responsible for payment of the fees irrespective of the reason for Marketor’s cancellation. In the event of cancellation by Marketor, Cvent shall have the right to use Marketor’s allocated sponsorship / session or reallocate such sponsorship / session to another Marketor. Cvent’s re-allocation of Marketor’s sponsorship / session shall not excuse Marketor from payment of the fees assessed hereunder. Cvent reserves the right to cancel the Event or to terminate the Agreement for any reason at any time upon written notice to Marketor. Upon cancellation or termination by Cvent, Cvent’s sole liability to Marketor, and Marketor’s sole and exclusive remedy shall be a refund of the fees paid by Marketor under the Agreement.
   
    
3. Responsibilities of the Parties. Each party covenants that it will: (i) conduct business in a manner that reflects favorably on the other party and its good name, good will, and reputation; (ii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to the other party or the public; (iii) make no false or misleading representations with regard to the other party or its products; (iv) make no representations, warranties or guarantees to third parties with respect to the specifications, features, or capabilities of the other party’s products and services that are inconsistent with the then-current marketing literature supplied by the other party; and (vi) not represent that it is acting as an agent of the other party or otherwise on behalf of the other party. Each party further covenants that: (i) it is authorized to enter into this Agreement and perform its obligations hereunder, (ii) that it is not a party to any other agreement or under any obligation to any third party which would prevent it from entering into this Agreement or from performing its obligations hereunder, or require it to obtain any consent or permission with respect thereto.  Marketor further covenants and agrees that in all circumstances it shall be independently responsible for satisfying its legal obligations to process or transfer personal data during the Event. Each party agrees to comply with all applicable laws, rules, and regulations in connection with its activities under this Agreement.
    
4. Use of Event/Booth Space.  Marketor shall not assign, lend, or share Marketor’s sponsorship. Marketor shall not promote any other person or entity, or any products other than Marketors without Cvent’s prior written consent. “Promote” includes signage, products, demos, presentations, giveaways, and any other marketing pieces. Marketor must confine all demonstrations, promotional activities, and representatives to Marketor’s predesignated sessions or virtual space. No signs, literature, collateral, equipment, furniture, or promotional items may be placed, distributed or posted outside of the Marketor’s designated virtual space.
    
5. Permission to Use Materials. Marketor grants Cvent and its employees, agents, contractors or representatives permission to use, reproduce, combine with other works, and publish worldwide in all media, Marketor’s trademarks, product names or descriptions and logo(s) and any materials Marketor provides for the purpose of or as result of Marketor 's participation in Event, including, without limitation, posting on websites, or publishing in other print or electronic media, brochures, newsletters, advertisements, and magazines. Cvent may edit materials only as necessary to conform them to a given media, e.g., changing the size of an image, but will not modify Marketor’s trademarks or logos in any other way without Marketor’s prior written consent.
    
6. No Transfer of Intellectual Property Rights. Each party acknowledges that nothing in the Agreement shall operate to transfer any intellectual property rights. Subject to the terms of this Agreement, each party grants to the other party a nonexclusive, limited right and license to use its trademarks during the Term of this Agreement solely as necessary in the performance its obligations hereunder. Each party grants no rights in its trademarks or in any other trademark, trade name, service mark, business name or goodwill except as licensed hereunder or by separate written agreement of the parties.
    
7. Warranty. Marketor warrants that it has the authority to enter into this Agreement; that its participation in the Event will not violate any other agreement or understanding between Marketor and a third party; that Marketor will reimburse Cvent for any losses Cvent incurs resulting from any damage to the personal property of, or any personal injury to, Cvent, the Event location owner, or any of their employees or contractors in connection with the Event; that no materials provided by Marketor in connection with the Event will infringe or misappropriate any third party’s rights; and that Marketor will comply with all applicable federal, state and local laws and regulations in connection with its obligations under this Agreement and its conduct in connection with the Event.
    
8. Indemnity. Marketor will indemnify and hold Cvent and its affiliated and subsidiary companies (the "Indemnified Parties") harmless for and from any claim for any costs, losses, or fines, penalties, or expenses (including reasonable attorney’s fees) arising from or related to: (1) any damages that are directly or indirectly caused by any negligent act or omission of Marketor or Marketor's employee or contractor in connection with the event that is contemplated by this Agreement; (2) any failure to comply with any applicable federal, state, and local laws and regulations related to the collection, use, sharing, disclosure and storage of personal information; and (3) any claim that the Indemnified Parties' use of any content provided by Marketor for the event infringes or misappropriates any third party's intellectual property, publicity, privacy, confidentiality or other right, provided that in no event will the Indemnified parties' approval or use of Marketor's products or any other materials provided by Marketor for the event, or the Indemnified Parties' approval of Marketor's use of event marks, affect the Indemnified Parties' right of indemnification as described in this paragraph. This provision will survive the termination or expiry of this Agreement. In addition to the foregoing, Marketor hereby releases Cvent from any claim or damage resulting from the loss of lighting, air conditioning, electricity, water, gas, heating, or other utilities, facilities or services not caused by the intentional wrongful act of the event host/facility or Cvent.
    
9. Disclaimer. Cvent will provide Marketor online access to and use of the Event via the Internet by use of a browser provided by Marketor. Marketor is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the Event, including but not limited to Internet access and adequate bandwidth.
   
   USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE EVENT AND CUSTOMER DATA.  ACCORDINGLY, CVENT CANNOT AND DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET.
    
10. Limitations of Liability. To the maximum extent permitted by applicable law and except for Marketor’s indemnification obligations hereunder, in no event shall either party be liable for any special, incidental, indirect or consequential damages whatsoever (including, without limitation damages for loss of business profits) for any cause or claim arising under this Agreement, even if the party has been advised of the possibility of such damages. In any case, Cvent’s entire liability under any and all provisions of this Agreement shall be limited to the greater of: (i) the fee paid by Marketor, if any, under this Agreement; or (ii) One Hundred United States Dollars (USD $100.00).
     
11. Force Majeure. Cvent shall not be responsible for any loss or damage resulting from failure to perform under the Agreement or to conduct the Event as currently scheduled in whole or part as a result of riot, strike, civil disorder, criminal acts, distributed denial of service attacks, act of war, failure of facilities, earthquake, storm, fire, flood, or other acts of God, or any reason of any kind what so ever beyond the reasonable control of Cvent. In such event, Cvent will make reasonable efforts to reschedule the Event. Notwithstanding any other terms or conditions of the Agreement, should it ultimately be impossible to hold the Event for a force majeure event, Cvent may retain or will be due such portion of the fees paid to Cvent as necessary to compensate Cvent for expenses reasonably incurred up to the time the force majeure event occurred. All payments in excess of such expenses shall be refunded.
     
12. Governing Law. This Agreement shall be construed in accordance with the laws of the United States of America and the Commonwealth of Virginia. Jurisdiction and venue for any actions arising hereunder shall lie in the state and Federal courts located in Arlington, Virginia.
     
13. Entire Agreement. This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties. This Agreement may only be modified by a written document executed by the parties hereto. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.
     
14. Miscellaneous. All provisions of this Agreement as to (i) warranties, (ii) limitation of liability, remedies or damages, and (iii) ownership rights shall survive termination of this Agreement. Each party shall not disclose the terms of this Agreement, except to its employees, agents or affiliates in each case having a bona fide need to know such information. All notices and other communications required or permitted under this Agreement shall be in writing and given by personal delivery, telecopy (confirmed by a mailed copy), or first-class mail, postage prepaid, sent to the addresses set forth herein.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.