END USER LICENSE AGREEMENT FOR EVENT REGISTRANTS AND SURVEY RESPONDENTS
Last Updated: September 5, 2013
IMPORTANT – READ CAREFULLY – BY ACCESSING AND USING THIS EVENT REGISTRATION AND/OR ONLINE SURVEY WEBSITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS.
This End User License Agreement (this "Agreement") sets forth terms and conditions under which Cvent, Inc. ("Cvent") provides you a license to access and use its event registration website and/or online survey website (together with any updates, the "Application"). Cvent does not grant you access to the Application unless you agree to the terms of this Agreement. Cvent may amend these terms at any time in its sole discretion, effective upon posting the amended terms at the domain or subdomains of http://www.cvent.com where the prior version of the Agreement terms were posted. Your continued use of the Application following the posting of any modified Agreement terms shall constitute your acceptance thereof.
1. Proprietary Rights; Grant of License.
The Application is licensed, not sold, and Cvent reserves all rights not expressly granted in this Agreement. All trademarks, copyrights, database rights and other intellectual property rights of any kind in the Application are owned exclusively by Cvent or its licensors. Subject to the terms and conditions hereof, Cvent grants you a personal, nonexclusive, nontransferable, revocable license to access and use the Application for event registration and/or online survey purposes using your web browser.
2. Conditions of Use.
- License Restrictions. You may not directly or indirectly: (i) make or distribute copies of the Application; (ii) modify, transfer, translate, reverse engineer, exchange, decompile, disassemble or create derivative works of the Application; or (iii) loan, lease, sub-license or otherwise attempt to grant rights in the Application to third parties.
- Content. Certain data, materials and content available within the Application (the "Content") may be owned and provided by Cvent customers, event planners, sponsors or third parties. You agree not to copy, distribute or make any use whatsoever of the Content except as reasonably necessary for use of the Application in accordance with this Agreement, and you agree to defend, indemnify and hold Cvent harmless from and against all claims, damages, costs or other liability arising from your use of the Content in violation of this Agreement.
4. Disclaimer and Limitation of Liability.
- You acknowledge that the Application is provided over the Internet and therefore the availability of the Application may be affected by factors outside of Cvent's reasonable control. Cvent has no responsibility whatsoever for unavailability of the Application, or any difficulty or inability to download or access the Application or Content or for any other system failure which may result in the Application or Content being unavailable.
- THE APPLICATION IS LICENSED AND PROVIDED "AS IS" AND "AS AVAILABLE," AND CVENT MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE PERFORMANCE, RELIABILITY, ACCURACY OR SUITABILITY FOR ANY PURPOSE, OF THE APPLICATION OR THE CONTENT. CVENT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE APPLICATION AND ITS OPERATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CVENT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CUSTOMERS BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE APPLICATION, NOR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES WHATSOEVER WHICH ARISE OUT OF OR RELATE TO THE USE OR INABILITY TO USE THE APPLICATION, OR FOR ANY OTHER CAUSE OR CLAIM ARISING UNDER THIS AGREEMENT, EVEN IF 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 AMOUNT ACTUALLY PAID BY YOU FOR USE OF THE APPLICATION.
- No legal action, regardless of form, arising out of this Agreement or relating to the Application or Content, may be brought by you more than one year after you have knowledge of the occurrence which gives rise to the cause of such action.
Cvent may terminate this Agreement at any time at its sole discretion with or without notice to you. Upon any termination, the rights and licenses granted to you herein shall terminate; and upon notice of termination you must cease all use of the Application. Additionally, your rights under this Agreement will terminate automatically if you fail to comply with any term(s) of this Agreement. All provisions which by their nature would reasonably be expected to survive this Agreement will survive this Agreement.
6. Applicable Law; Attorney's Fees.
This Agreement is governed by and will be construed in accordance with the laws of the Commonwealth of Virginia. The federal and state courts located within 30 miles of Cvent headquarters in Virginia shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement, and you expressly consent to (i) the personal jurisdiction of such courts, and (ii) service of process being effected upon you by registered mail. If any legal action is brought by you against Cvent or its affiliates, directors, officers, employees, agents or customers in connection with the Application, or arising out of this Agreement or any provision hereof, and you are not the prevailing party in such legal action, then you agree to pay the prevailing party's reasonable attorney's fees together with expenses and costs incurred with such action.
Cvent may assign or transfer this Agreement, in whole or in part, at any time without notice to you. You may not assign this Agreement or any part of it or any rights to use the Application, in whole or in part, to any other party, and any attempt to do so shall be void.
8. Force Majeure.
Cvent will not be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, 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 you.
The various provisions and sub-provisions of this Agreement are severable and if any provision or sub-provision is held to be unenforceable by any court of competent jurisdiction then the parties agree to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the original intention of the invalid or unenforceable term or provision.
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