Last Updated: September 4, 2017
You may not access the Site or the Services if you are a direct competitor of Cvent, except with Cvent’s prior written consent.
These Terms are incorporated by reference into your trial access pursuant to which the Customer receives the right to access and use Cvent’s owned and/or leased computer systems and certain proprietary and licensed software and other information (the “Cvent System” or “Services”) as upgraded from time to time. These Terms comprise a binding written agreement between Customer and Cvent, effective as of the date of your acceptance Customer (this “Agreement”). Cvent may amend these Terms at any time in its sole discretion, effective upon communication of these changes through any written contact method we have established with you. Upon the expiration of your Trial Period (as defined below), your access to the Cvent System shall be terminated and you shall have no further right to access Cvent System (and any information or data which you have uploaded). If you wish to continue your access to the Cvent System after the Trial Period, you must first execute an Order Form with Cvent. Upon the mutual execution of an Order Form, your access to the Cvent System shall be reactivated.
By accessing the Site and/or availing the trail access, you agree to authorize Cvent and its affiliates to communicate with you by email or any other medium as deemed fit by Cvent about (including but not limited to) products or services that our offered by Cvent and/or our affiliates, seek your post trial feedback about Cvent System, etc.
2. Event Management Product: Features
You shall receive the following features with your base edition of the Cvent Event Management Product.
|Online training and online user guides||X|
|Graphics/documents library||2 GB*|
|Number of user logins||1*|
|Internal calendar for planners||X|
|Custom contact fields||Up to 15|
|Group contact management||X|
|Search and merge functions||X|
|Registrant (pre-event) questions||X|
|Advanced Registration Options|
|Sync to calendar||X|
|Standard event reports||X|
|Social media share bar||X|
|Mobile-friendly event website||X|
|Maps and weather||X|
|Branding Package (Custom URL, Favicon, Custom Footer, etc.)||Not Available|
|Custom URL or Private Domain||Not Available|
|CrowdCompass Native Mobile App||Not Available|
|Passkey (hotel) integration|
|Concur Travel integration|
|GetThere (air travel) integration|
|Rearden (air travel) integration|
|GDS integration (Sabre, Amadeus, Apollo, Galileo, Worldspan)|
|AMEX DTR integration|
|CrowdCompass Connector||Included w/ App Purchase|
|API access for Eloqua Connector|
|HTTP post page data transfer|
|Concur Expense integration|
|Citi Card integration|
|Marketo integration||Not Available|
|Salesforce integration||Not Available|
= Included in base user subscription right
* = May purchase additional
*** = Additional fee applies if Enterprise version was active for customer prior to this feature's general release
**** = Customer acknowledges and agrees that ordering an Integration constitutes Customer’s express permission to Cvent to share Customer’s event information and other integration data with the applicable third-party Integration provider.
3. Event Management Product: Usage Contacts, Emails and Storage
You may hold up to 100,000 contacts in the Cvent System at any given point in time. Additional contacts may be stored for USD 0.25 per contact per year. You may send up to 500,000 emails per year. Additional emails may be sent for USD 0.05 per email. Emails that do not include a link to a Cvent event registration process (e.g., email newsletters) may not be sent.
4. Price and Payment
Your trial access to the Cvent System is provided free of charge. If you exceed your use as set forth herein, you agree to pay all fees and other charges for such excess use at Cvent’s then current rates in accordance with this Agreement. All payments shall be made in US Dollars. You are responsible for all taxes, charges or duties including, without limitation, sales, use, value added, royalty or withholding taxes imposed by a federal, state, provincial, local or other government entity on Services provided under this Agreement, excluding taxes based on Cvent's net income. All fees are due net thirty (30) days from invoice date. If you do not pay the fees or other charges when they are due, then Cvent will assess a finance charge at a rate of two percent (2%) per month or the maximum rate allowed by law for the period beginning on the date on which payment was due and ending on the date on which payment is made. Payment shall be by cheque or telegraphic transfer, unless otherwise specified on your Order Form. Cvent may impose a special handling charge of 3-5% if special invoicing requirements apply (such as EDI, third party systems such as Ariba, or other dedicated invoicing systems). Annual fees are charged per annum. As an example, if the Order Form Term spans three years, you will be charged the annual amount three times.
The Term of this Agreement shall be fourteen (14) days from the date of activation (“Trial Period”). If you wish to continue to use the Services beyond the Trial Period, you shall execute an Order Form with Cvent.
Either Party may terminate this Agreement at any time, with or without notice, upon written notice. Upon termination or expiration, all obligations and liabilities of the parties under these Terms with respect thereto will terminate, except neither party will be relieved of liability for such party’s breach of any of the provisions of these Terms.
7. Subscription Right, Changes and Environment
Subject to the terms and conditions of this Agreement, during the Trial Period, Cvent will provide you with a non-exclusive, non-transferable and revocable subscription right to access and use the Cvent System as upgraded from time to time. You may use the Cvent System only for purposes of performing your internal business operations. You may not use the Cvent System as part of a commercial time-sharing or service-bureau operation or in any other resale capacity or to launch an event. Except for the foregoing subscription right, no other subscription rights in the Cvent System are granted to you hereunder, and the Cvent System is and will remain the sole and exclusive property of Cvent and its licensors, if any, whether the Cvent System is separate or integrated with any other products, services or deliverables.
Access is limited to the version of the Cvent System in Cvent’s production environment. Cvent may from time to time at its sole discretion update the Cvent System 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 System via the Internet by use of a Customer-provided browser. The Cvent System 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 System including but not limited to Internet access and adequate bandwidth.
8. Responsibilities of Parties
You are responsible for any use of the Services, including without limitation for any data, materials and content (including the adequacy and accuracy thereof) uploaded to or transmitted using the Services by you or your employees or agents. Even though Cvent maintains redundant servers, you are responsible for the backup of your data used in conjunction with the Services.
Customer represents and warrants that all data, materials and content (“Customer Data”) it provides for use with the Services is owned by Customer or Customer has the right to provide such Customer Data to Cvent for use with the Services. Customer also represents and warrants that any use or transmission of Customer Data does not and shall not violate or infringe the intellectual property, privacy or publicity rights of any third party, and Customer shall defend, indemnify and hold Cvent harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Cvent or which are agreed by Cvent to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by Customer. Customer shall not be entitled to settle or compromise any such claim made against Cvent without Cvent’s prior written consent, such consent not to be unreasonably withheld.
Upon Customer’s written request made within 30 days after the effective date of expiration or termination of this Agreement, Cvent will, provided Customer is not in breach of any of its obligations under the Agreement and upon Customer’s payment of the applicable fees, make available to Customer for download a file of Customer Data in its then current format. After such 30-day period, Cvent shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data maintained in its production systems, provided Cvent may retain archival copies of Customer data on offline backup media for a reasonable period of time not to exceed two (2) years following expiration or termination of any Order Form
Each party agrees that (a) it will treat all Confidential Information of the other party with the same degree of care as such Recipient accords to its own Confidential Information, but in no case less than reasonable care; and (b) it will not use, disseminate, or in any way disclose any Confidential Information of the disclosing party (“Discloser”), except to the extent necessary to provide the Services under this Agreement, and for any other purpose Discloser may hereafter authorize. For purposes of this Agreement, “Confidential Information” means any information, regardless of form, proprietary to or maintained in confidence by either party, including, without limitation, any Customer Data, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by either party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other party or any of its employees or agents.
Recipient will have no obligation with respect to any portion of the Confidential Information which (a) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public; (b) was acquired by Recipient before receiving such information from Discloser and without restriction as to use or disclosure; (c) is hereafter rightfully furnished to Recipient by a third party, without restriction as to use or disclosure; (d) is information that was independently developed by Recipient without reference to Confidential Information received hereunder; or (e) is disclosed with the prior written consent of Discloser. Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, provided that it gives Discloser reasonable advance notice sufficient to contest such requirement of disclosure, unless it is prevented from providing such notice by the government agency or operation of law.
10. Ownership and Use of Data
11. No "Spamming" or Illegal Conduct or other Prohibited Uses
You will not use the Services in any manner which exceeds the scope of your subscription right under Section 8 (Subscription Right) of these Terms, or which violates your obligations under Section 9 (Responsibilities of Parties) of these Terms, or for illegal activities or junk mail, chain letters, pyramid schemes, “spam” or distribution to any person who has not given specific permission to be included in such a process (all the foregoing “Prohibited Uses”). Without limiting the generality of the foregoing, you are required to comply with the United States’ Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (“CAN-SPAM Act”), and the rules and regulations promulgated thereunder. If you use our Services for any Prohibited Uses, we may immediately suspend or terminate your access to the Services. Cvent reserves the right to base its findings with respect to spam and related analysis and decisions on, among other things, received complaints, observed email patterns, including rates of delivery and email percentage of emails sent reported as being read by Cvent’s application. Cvent may also take any self-help remedies necessary to prevent continued Prohibited Uses, including, but not limited to, deleting the contact information from your address book on behalf of those individuals who lodge complaints with Cvent or Cvent’s web-hosting company. You are still responsible for full payment of your Order Form even if your access to the Services is terminated for spamming or Prohibited Uses.
All email messages sent from Cvent, including invitations, reminders and confirmations, must contain notification of how to unsubscribe from receiving further messages and an "unsubscribe" link that allows subscribers to remove themselves from your email messages. You acknowledge and agree that you will not hide, disable, or remove the opt-out link from the foregoing emails. You will actively manage and process unsubscribe requests received by you directly as soon as reasonably practicable and no later than ten (10) days after submission, and update your email lists and address books to reflect the unsubscribe requests.
Your messages sent using the Services must contain clear and conspicuous notice that the message is an advertisement or solicitation and that the recipient can opt out of receiving more commercial email from you. It also must include your identity as the sender, valid physical postal address and comply in all other respects with applicable law. You will not send commercial email messages using domains by proxy or any equivalent ownership masking service. You represent and warrant that you have sought prior consent from all the recipients for sending them email messages and you shall defend, indemnify and hold Cvent harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Cvent or which are agreed by Cvent to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representation and warranty or any violation of applicable spam law by Customer. Customer shall not be entitled to settle or compromise any such claim made against Cvent without Cvent’s prior written consent, such consent not to be unreasonably withheld.
CVENT DOES NOT REPRESENT OR WARRANT BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVERS USED FOR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
CUSTOMER REPRESENTS AND WARRANTS THAT IT IS NOT AND WILL NOT PROVIDE THE SERVICE TO ANY ENTITY INCORPORATED IN OR RESIDENT IN A COUNTRY SUBJECT TO ECONOMIC OR TRADE SANCTIONS BY THE U.S. STATE DEPARTMENT AND/OR OFAC OR ARE LISTED AS A “SPECIALLY DESIGNATED NATIONAL,” A “SPECIALLY DESIGNATED GLOBAL TERRORIST,” A “BLOCKED PERSON,” OR SIMILAR DESIGNATION UNDER THE OFAC SANCTIONS REGIME. ANY BREACH OF THIS SECTION SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT AND CVENT MAY IMMEDIATELY TERMINATE THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW CVENT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE.
13. Limitation of Liability
Cvent’s liability to you, your affiliates, registered agents, assignees, registrants or any third party claims, for claims seeking indemnity, or for any recoverable losses, damages, or litigation and attorneys’ fees or costs arising under this Agreement including any Order Form(s) shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under the Agreement during its then-current Contract Year at the time of the incident giving rise to liability. If no fee is paid to Cvent, Cvent does not retain any liability.
IN NO EVENT WILL CVENT OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT BE LIABLE OR INDEMNIFY YOU FOR:
- ANY DAMAGES CAUSED BY YOUR FAILURE OR THAT OF YOUR CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS TO PERFORM THEIR RESPONSIBILITIES;
- ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR
- ANY LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, COST OF COVER, LOSS OF USE, LOSS OF DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SITE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE,
EVEN IF CVENT OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement.
14. Sensitive Personal Information
Notwithstanding any provision to the contrary in this Agreement, you acknowledge and agree that use of the Cvent Services to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary for use of the Services and therefore you shall be solely responsible for any such use of the Services by yourself or your employees, agents or subcontractors and Cvent shall bear no risk or liability for same. “Sensitive Personal Information” shall be defined as: (a) social security numbers; (b) passport numbers or other government issued id numbers, date of birth and/or gender, except solely to the extent required by applicable regulations of the Department of Homeland Security or other government regulatory body; (c) health or medical information (other than food allergies or medical contact information); (d) financial account information (other than payment information entered securely using Cvent’s online payments module); and (e) other information which a reasonable person would recognize as being highly sensitive (but excluding, for avoidance of doubt, contact information such as name, mailing address, email address, and phone number).
15. Laws and Disputes
This Agreement will be governed by the laws of the Commonwealth of Virginia, USA applicable to contracts made and performed wholly within Virginia without regard to any conflict of law principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The parties agree to the sole and exclusive venue of the state and federal courts encompassing Arlington, Virginia for all matters arising with respect to the Services or this Agreement between the parties. The parties waive their right to a jury trial.
Any notice pursuant to this Agreement shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified mail, postage prepaid, with return receipt requested; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via email, provided that the receiving party acknowledges receipt by return email, and that the email clearly states in the subject line that it is intended to give notice under this Agreement.
17. Proprietary Rights
You acknowledge that Cvent or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Services, and any or all modifications to the Services, 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 will directly or indirectly be construed to assign or grant you any right of ownership, title or interest in the Services, or any intellectual property rights relating thereto.
You agree that you shall not disclose to anyone any proprietary or confidential information of Cvent which you may receive through the Services or which you may have access to on the Site, and that you will not use any such information to compete against Cvent or reverse engineer our product offerings. No competitors or future competitors are permitted access to our Site or Services, and any such access by third parties is unauthorized. You agree that you will not copy, record, publish, compile, reproduce, republish, use or resell for any competing commercial purpose any information on our Site or which you receive through the Services. In addition, you agree to pay all reasonable attorney's fees and costs incurred in enforcing these provisions.
To the best of Cvent’s knowledge, all material published by Cvent on its web pages and other media properties, are done in full agreement with the original copyright owners (be that Cvent or another party). If you come across a situation where you suspect that this may not be the case, we ask that you contact:
ATTN: General Counsel
1765, Greensboro Station Place,
7th Floor, Tysons Corner,
You understand and agree that any third party data, content, materials or software (“Third Party Content”) which may be published on the Cvent website or otherwise made available through the Services may be subject to third party licenses, that such licenses may be altered or revoked at any time by the applicable third party licensor, and that, provided there is no material reduction of functionality in the Cvent System, removal or alteration of Third Party Content shall not constitute a material breach of this Agreement or any Order Form.
Except for assignment to a party’s affiliate (any entity which directly or indirectly controls, is controlled by, or is under common control with such party), or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other party, neither party may assign or otherwise transfer any right or obligation set forth in the Agreement without the other party’s prior written consent, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Cvent may subcontract the provision of Services in whole or in part to its parent Cvent, Inc. or to another Cvent affiliate. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
19. Third Party Rights
This Agreement is not intended to, and does not confer any rights, benefits or remedies upon any person other than the parties.
20. Force Majeure
Cvent will not be in default or otherwise liable for any delay in or failure of its performance under these Terms 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 Customer, its employees, agents, or contractors. The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of this Agreement. Cvent is not liable for excusable delay.
21. Entire Agreement
This Agreement supersedes any prior agreement or understanding between the parties whether oral or written in relation to its subject matter. This Agreement may only be modified by a written amendment signed by authorized representatives of each party, except for additional purchases or error corrections under an active Order Form, which may be transacted or mutually accepted via email. Any additional or conflicting terms contained in any Customer purchase order or similar document shall be deemed to be rejected by Cvent without need of further notice of objection, even if such document is acknowledged or accepted by Cvent, and regardless of any statement to the contrary which may be contained therein, and shall be of no effect or in any way binding upon Cvent. 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.
The parties acknowledge and agree that (i) they have not been induced to enter into this Agreement by, nor have they relied on, any statement, representation, warranty, or other assurance not expressly incorporated; (ii) in connection with this Agreement, their only right and remedies in relation to any statement, representation, warranty, or other assurance are for breach of this Agreement and that all other rights and remedies are excluded. The preceding provision will not affect the rights and remedies of Cvent or Customer for any fraudulent misrepresentation.
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