1. SCOPE; ORDER OF PRECEDENCE
2. LICENSE GRANTED; WARRANTIES
2.1 During the applicable subscription term of the Agreement, Cvent will provide you with a non-exclusive, non-transferable license to data contained in the Reports. Except for the foregoing license, no other rights are granted to you hereunder, and the Reports and all data contained therein are and will remain the sole and exclusive property of Cvent and its licensors, if any.
2.2 THE REPORTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CVENT EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, ACCURACY OF DATA, OR FITNESS FOR A PARTICULAR PURPOSE.
3. USE OF, RIGHTS IN, AND CONFIDENTIALITY OF SUPPLIER DATA AND REPORTS
3.2 Neither Supplier nor its Permitted Users shall copy, distribute or reproduce, or otherwise disclose Cvent's Confidential Information or the data contained in the Reports for any reason, and Supplier shall be liable for any breach of confidentiality by it and its Permitted Users. Supplier will notify Cvent, in writing, of any violations to this provision within ten (10) days after it becomes aware of such violation
3.3 Cvent may disclose Supplier Confidential Information to its employees, agents, associated companies and sub-contractors who have a need to know such information for the purposes of Cvent's business operations and who are under a duty to keep the information confidential. More particularly, with regard to Supplier's "aw data, Cvent will aggregate any such Data with equivalent data provided to it by the other hotels (each of which participate in thes) in the applicable competitor set, or other market level aggregates, and made available to that participant in that aggregated format. Cvent also reserves the right to use and reproduce aggregate portions of Supplier's "raw" data in its monthly, weekly and daily publications. However, neither the identity of Supplier, nor the source of any information received, shall be revealed by Cvent to any other person except upon written consent of Supplier.
3.4 Nothing stated in this Agreement will prevent either party from disclosing the other party's Confidential Information which is (i) already known by the recipient party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the recipient party; (iii) rightfully received from a third party; (iv) independently developed; (v) disclosed without similar restrictions to a third party by the party owning the confidential information; (vi) approved by the other party for disclosure; or (vii) required to be disclosed pursuant to a requirement of a governmental agency or law so long as the disclosing party provides the other party with notice of such requirement prior to any such disclosure.
3.5 The confidentiality provisions set out in this section shall survive the termination of this Agreement for any reason whatsoever.
4. SUBSCRIPTION TERM; TERMINATION
4.1 Subscription term will correspond to the period listed in the Order Form (the “Term"), commencing on the date this Agreement is received and processed, with the first Report issued within thirty (30) days of receipt of Agreement. Cvent will send Reports to Customer for the Term at the intervals set forth in the Order Form (e.g., one-time, weekly, monthly, etc.).
4.2 If prior to the expiration of a Term, the Parties determine that they do not wish to continue their relationship, Supplier will provide at least thirty (30) days prior written notice to Cvent of its intent not to renew the subscription. However, any Fee or portion of a Fee that is due and payable shall be paid, and Cvent will not be obligated to refund to Supplier any Fee or portion of a Fee associated with any unused portion of the Subscription Term.
4.3 In addition, the Agreement may terminate prior to the expiration of a Term for any of the following reasons: (a) Supplier is in default of its payment obligations hereunder; or (b) Supplier or a Permitted User breaches any of the terms of this Agreement, in which case Cvent may terminate this Agreement immediately without notice and Cvent shall be entitled to payment of the full annual fees due to it, regardless of the amount of time remaining under this Agreement.
5.1 Cvent does not guarantee that the data will be received every month, week or day from every Selected Competitor even if the Selected Competitor has agreed to participate in the survey.
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