TERMS OF USE FOR EVENT MANAGEMENT PRODUCT

Last Updated: August 1, 2019

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these “Terms of Use” or “Terms”) describes the terms under which Cvent Canada, Inc. ("Cvent") offers each individual or entity (hereinafter, “you” or “Customer”) access to its Services through the Cvent website and Cvent-branded mobile device applications (the “Site”).

By accessing the Site or any content found on the Site, you agree to comply with and to be bound by the Terms set out below, including the policies and guidelines linked to (by way of the provided URLs) from these Terms. If you do not understand or agree with these Terms, please do not use the Site or the Services (as defined below).

You may not access the Site or the Services if you are a direct competitor of Cvent, except with Cvent's prior written consent.

1. Order Forms:

1.1 These Terms are incorporated by reference into each order form executed by the company or individual identified as the "Customer" therein and Cvent, pursuant to which the Customer receives the right to access and use Cvent's owned and/or leased computer systems and certain proprietary software and other information (the " Cvent System," " Software" or " Services") as upgraded from time to time (the " Order Form").

1.2 These Terms and the Order Form together comprise a binding written agreement between Customer and Cvent, effective as of the date of mutual execution of the Order Form by Cvent and Customer (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 Terms was posted, or by communicating these changes through any written contact method we have established with you.

1.3 In the event of any conflict between the provisions contained in an Order Form and these Terms of Use, the provisions in the Order Form shall control (provided, however, that the fact that a provision appears in an Order Form but not these Terms of Use, or in these Terms of Use but not the applicable Order Form, shall not be deemed to be a conflict for purposes of this sentence).

2. Event Management Product: Features

2.1 Unless your Order Form states otherwise, you shall receive the following features with your base edition of the Cvent Event Management Product.

Administrative	Express Edition	Professional Edition	Enterprise Edition
Online training and online user guides	✓	✓	✓
Unlimited customer support (24 hours a day; 7 days per week)*	✓	✓	✓
Graphics/documents library	30 GB**	100 GB**	400 GB**
Number of user logins	1**++	10**++	20**++
Internal calendar for planners	✓	✓	✓
Event approval process		✓	✓
Address Book
Custom contact fields	Up to 15	Up to 150	Up to 150
Group contact management	✓	✓	✓
Unlimited importing/exporting	✓	✓	✓
Search and merge functions	✓	✓	✓
Address book segmentation		✓	✓
Membership Management (includes eMarketing)		Additional Fee	Additional Fee
Invitations and eMarketing Engine
Text and HTML emails	✓	✓	✓
Reminder, confirmation, no-show, post-event emails	✓	✓	✓
Add to Passbook Apple iOS	✓	✓	✓
Mail-merge and dynamic content	✓	✓	✓
Target marketing		✓	✓
Invitation forwarding and email capture		✓	✓
eMarketing Module (for newsletters, promotions, etc.)	Additional Fee	Additional Fee	Additional Fee
Planner SMS Alerts	Additional Fee	Additional Fee	Additional Fee
Registration Process
Mobile-responsive registration	✓	✓	✓
Ticketing	✓	✓	✓
Registrant (pre-event) questions	✓	✓	✓
Attendee (post-event) questions		✓	✓
Regret and Cancellation questions		✓	✓
Session level questions		✓	✓
Guest/bulk registration		✓	✓
Waitlists		✓	✓
Registration approval		✓	✓
Advanced Registration Options
Sync to calendar	✓	✓	✓
Multiple registration fees for different contact types		✓	✓
Optional sessions/tracks		✓	✓
Walk-in registration (kiosk mode)		✓	✓
Advanced rules (i.e. you must select 2 sessions to proceed)		✓	✓
Dynamic registration paths		✓	✓
Multilingual registration and website		✓	✓
Networking
E-commerce
Online fee collection and automatic refunds	✓	✓	✓
International currencies	✓	✓	✓
Cvent Payment Services	✓	✓	✓
E-commerce gateway account (Payflow Pro, Cybersource, Authorize.net AIM)	1**	1**	1**
Hosted Order Page (PayPal Express, Cybersource SA, Authorize.net SIM)	1**	1**	1**
Discount codes, early bird rates, and service fees at check-out	✓	✓	✓
Partial payments		✓	✓
Invoicing		✓	✓
Assign general ledger (GL) codes		✓	✓
Reporting
Standard event reports	25-50+ reports	80+ reports	80+ reports
Cross event reports	✓	✓	✓
Unlimited custom reports		✓	✓
Portals		✓	✓
Dashboard views of data (list, pie chart, or bar graph)
Event Promotion
Social media share bar	✓	✓	✓
Promotional widgets	✓	✓	✓
Advanced website design (99 Custom HTML pages, 10 tabs)	1 Custom HTML page	✓	✓
Mobile-responsive event website	✓	✓	✓
Maps	✓	✓	✓
Live Twitter feed		✓	✓
Publish event to Facebook		✓	✓
Events calendar for invitees		✓	✓
Branding Package (Custom URL, Favicon, Custom Footer, etc.)	Additional fee	Additional fee	Additional fee
Custom URL	Additional fee	Additional fee	✓
Private Domain	Additional fee	Additional fee	Additional fee
CrowdCompass Native Mobile App	Additional fee	Additional fee	Additional fee
Event Logistics and Management
Cvent Supplier Network - Basic	✓	✓	✓
Name badges (with bar codes and QR codes)	✓ (fixed format)	✓	✓
Speaker Profiles		✓	✓
Table management		✓	✓
To-do list			✓
Credit tracker		✓	✓
Hotel & Travel module			✓
Budget tracker			✓
Budget Allocation/HCP (includes 40 implementation hours)		Additional fee	Additional fee
Resource Management		Additional fee	✓
Meeting Estimator		Additional fee	✓
Meeting Request Form		Additional fee	1
Meetings management module (inclusive of meeting request forms & workflow)		Additional fee	Additional fee
Abstract Management Module (includes 10 user logins)	Additional fee	Additional fee	Additional fee
Appointments Module (includes 10 user logins)	Additional fee	Additional fee	Additional fee
Travel Integrations***
Passkey (hotel) integration			✓
Concur Travel integration		Additional fee	Additional fee
GetThere (air travel) integration		Additional fee	Additional fee
Rearden (air travel) integration		Additional fee	Additional fee
GDS integration (Sabre, Amadeus, Apollo, Galileo, Worldspan)		Additional fee	Additional fee
AMEX DTR integration		Additional fee	Additional fee
Integrations***
CrowdCompass Connector	Included w/ App Purchase	Included w/ App Purchase	Included w/ App Purchase
Google Analytics		✓	✓
API access		Additional fee	Additional fee
Webex integration		Additional fee	Additional fee
Single Sign-On		Additional fee	Additional fee
HTTP post page data transfer		Additional fee	Additional fee
External Authentication		Additional fee	Additional fee
Concur Expense integration		Additional fee	Additional fee
Citi Card integration		Additional fee	Additional fee
Webhooks	Additional fee	Additional fee	Additional fee
Marketo integration	Additional fee	Additional fee	Additional fee
Eloqua integration	Additional fee	Additional fee	Additional fee
Salesforce App	Additional fee	Additional fee	Additional fee
Onsite Solutions		Basic	Premium***
OnArrival
Event Check-In		✓	✓
Fee Collection (Card on File, New Credit Card, Offline)		✓	✓
Collect Donations/Sell Additional Items		✓	✓
Barcode Scanning (camera)		✓	✓
Session Check-In			✓
Barcode Scanning (external, wireless, Bluetooth device)**			✓
Signature Collection			✓
SMS Alerts			✓ *****
QuickScan Kiosk Mode			✓
Kiosk Mode			✓
Badge Printing			✓ ******
Event/Session Check-Out			✓
SocialWall
Galleries per Event		1	5
Search Terms per Gallery		10	10
Twitter Content		✓	✓
Flickr Content		✓	✓
Web Widgets		✓	✓
Smart Galleries		✓	✓
Curated Galleries			✓
LiveDisplay			✓
Custom Posts			✓
Direct Posts			Additional fee
Services
Onsite Support		Additional fee
Implementation Hours		Additional fee

= Included in base user subscription

* = Only those customers who have been assigned unique log-in credentials to the Services shall have access to our support services.
** = May purchase additional.
*** = 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.
**** = Customer will also be charged an overage fee for any use of OnArrival Premium at events beyond the number of events allowed as per the Order Form, at the rate specified in the Order Form and the exact amount of the overage fees so charged will be set forth on the Order Form.
***** = By using this feature, you represent and warrant that you have sought prior permission from the intended recipient(s) to send them SMS. Further, any costs and charges involved in sending and/or receiving SMS shall be borne by you and/or the intended recipient (as the case may be).
****** = Badge printing through OnArrival Premium is limited to 500 attendees per event. Events with greater than 500 attendees per event will require the purchase and use of OnArrival360. Please contact your Sales Representative for additional information.
++ = Applicable to customers who are purchasing a subscription to Event Management for the first time after April 1, 2019 only

3. Event Management Product: Usage Contacts, Emails and Storage:

3.1 Depending on the edition (Express, Professional or Enterprise edition), you may hold up to 100,000, 250,000, or 400,000 contacts, respectively, in the Cvent System at any given point in time. Additional contacts may be stored for $.25 per contact per year. You may send up to 500,000, 1,000,000, or 4,000,000 emails per year, respectively, depending on the edition of your subscription (Express, Professional or Enterprise edition). Additional emails may be sent for $.05 per email. Emails unrelated to a Cvent event (e.g., email newsletters) will be assessed an additional charge and are not included in either the Professional or Enterprise editions. Customers purchasing the eMarketing Module may send email newsletters, promotions, announcements and other non-event-related communications, without incurring any extra per email charge, up to the aforementioned annual limit of 500,000, 1,000,000, or 4,000,000 emails as applicable. Additional 5GB of storage for the graphics/documents library is available for $250. Contact your Account Executive to purchase additional contact storage, annual emails or additional graphics/documents library storage.

4. Event Management Product: Event Builds:

4.1 Cvent provides event building services by its professional staff. The Event Build complexity levels are categorized, from lowest to highest, as Simple Builds, Medium Builds, Advanced Builds and Complex Builds, characterized by the attributes below:

Event Attributes/Characteristics*	Simple	Medium	Advanced	Complex
Contact Types	No	2-5	6-10	11+
Registration Paths	1	2-5	6-10	11+
Travel	No	1-5 Hotels	5-10 Hotels	10+ Hotels
Websites Pages	1-2	3-6	7-12	13+
Discount codes, early bird rates, and partial payments	No	Yes	Yes	Yes
Session visibility and/or registration rules	No	Yes	Yes	Yes
Event Length	1 day event	2 day event	3 day event	4+ day event
Multi Lingual	No	No	Bi-Lingual	Multi-Lingual

4.2 The highest complexity level in which any two of an Event Build's attributes belong determines the complexity level of the Event Build. Your Order Form may specify a number of Event Builds of a given complexity level and price. Cvent reserves the right to determine that an Event Build is of a higher complexity level than previously assigned, and you will be charged as specified in your Order Form or, if not specified, for the difference in then-current Event Build complexity level rates. An additional fee, as specified on your Order Form or otherwise at then-current rates, may be charged for optimizing an event site and registration process for display on mobile devices.

5. Event Registration Fees Processing by Customer:

5.1 If you wish to process credit card payments in connection with the Cvent System, you must first establish your own merchant bank account and an account with a provider of credit services on the Internet supported by Cvent. Cvent cannot and does not guarantee that you will be able to qualify for and obtain a merchant account compatible with the Cvent System.

5.2 You are responsible for:
a) testing the connectivity of your merchant account (including authorization, settlement and refund) prior to processing credit card payments at your event; and
b) all fees and expenses generated in your merchant bank account.

5.3 Any refunds or credits must be independently arranged between you and your registrants or your clients' registrants. If you or your client cancels an event for which you have collected fees or if you permit partial or complete refunds, you must maintain sufficient funds in your bank account so that the Cvent System may issue such refunds to your registrants. For security purposes, funds collected will not be held by Cvent at any point in this process. All funds will pass from registrant to customer without ever being deposited in accounts controlled by Cvent.

6. Event Registration Fees Processing by Cvent:

6.1 If specified on your Order Form, Cvent shall process the collection of Customer's event registration fees received by the Cvent System's online payments module (the "Event Registration Fees") for the period or events specified under the Agreement ("Cvent Payment Services").

6.2 Cvent shall retain a percentage of any Event Registration Fees as specified under the Order Form, which may include bank and merchant account fees, internet gateway fees, and administrative expenses incurred by Cvent hereunder (" Cvent Payment Processing Fee").

6.3 Cvent shall remit to Customer the remainder of Event Registration Fees ("Customer Repayment"), after deducting the Cvent Payment Processing Fee and any payment refunds, payment reversals and/or chargeback fees, as may be applicable. Customer Repayment shall be processed monthly, with amounts payable to Customer being remitted by ACH no later than the last business day of the month one (1) month following receipt of the Event Registration Fees by Cvent. For example, for Event Registration Fees collected in March, Cvent shall send payment of the corresponding Customer Repayment no later than the following April 30th, or last business day of April if earlier. The parties may agree to alternative arrangements for Customer Repayment under each Order Form. Except as otherwise set forth in the Order Form, all Customer Repayments will be remitted in the legal tender of one of the settlement currencies supported by Cvent (currently, USD, GBP, EUR, AUD and SGD), less any applicable fees and reserves, originating from an applicable bank account. When the presentment currency (the currency used to pay the Event Registration Fees) is different than the settlement currency (the currency used to pay the Customer Repayment), Cvent will convert to the settlement currency at 1% above the daily mid-market foreign exchange rate. Cvent shall not be responsible for any fees charged by a customer bank for accepting payment from Cvent.

6.4 Customer agrees that Cvent may deduct any charges related to chargebacks, reversals or payment disputes (collectively, "chargeback fees") related to the processing of the Event Registrations Fees from amounts otherwise due to Customer under these Terms, and such chargeback fees shall be deducted from Customer Repayment amounts, as set forth above. Cvent reserves the exclusive right to withhold any pending disputed fees until resolved between Cvent and the cardholder's financial institution. In addition, Cvent shall charge Customer a $25.00 chargeback handling fee for each chargeback, reversal, or payment dispute arising from the processing of Event Registration Fees hereunder, and all such chargeback handling fees shall be deducted from Customer Repayment amounts regardless of the outcome of the chargeback or dispute. Cvent shall provide a statement prior to issuing each Customer Repayment check which shall set forth the amount of Event Registration Fees collected, the Cvent Payment Processing Fee withheld, and the amount of any refunds, reversals, and chargeback fees. Customer shall not be entitled to a refund of any Cvent service fees charged for transactions in the event of a refund, reversal, or chargeback being issued.

6.5 Cvent, in its sole discretion, may place a reserve on funds otherwise payable to Customer when Cvent believes there may be a high level of risk associated with Customer's account. A "reserve" means a percentage of Customer's Event Registration Fees that Cvent may hold in order to protect against the risk of reversals, chargebacks, or any other liability related to Customer's account and/or use of the Services.

6.6 If Customer is subject to a reserve, Cvent will provide Customer with notice specifying the terms of the reserve including the percentage and duration of the reserve, and any reserved funds will be shown as "reserved" on the statement issued to Customer.

6.7 If there are insufficient funds in the Cvent Merchant Account to cover Customer's payment obligations hereunder, Customer agrees that Cvent may elect to invoice Customer for any such amounts, and Customer shall pay such amounts not reasonably disputed by Customer within five (5) business days after receipt of invoice.

6.8 Customer must ensure at all times while event registration is open that a refund policy be clearly stated both on the event website and within the registration form, clearly stating that no refunds shall be considered after sixty (60) days following payment, or fifteen (15) days following the completion of the event in which registration fees were collected.

6.9 Cvent reserves the right at its sole discretion to withhold any outstanding fees payable to Cvent for any Services provided under any Agreement between Cvent and the Customer which are outstanding for any duration of time when Customer Repayment is issued and apply such withholding to the Customer's balance due to Cvent. Cvent shall in good faith attempt to notify the Customer in advance of any such withholding.

6.10 Customer shall indemnify and hold harmless Cvent, its directors, officers, employees, agents and affiliates from and against any and all claims, losses, liabilities, damages and expenses, including reasonable attorneys' fees, (collectively "Claims") to the extent that any such Claim is caused by or arises out of:
a) any failure of Customer to comply with any law, regulation or card association rules applicable to the Services;
b) any dispute between (i) Customer and any event registrant, bank or card issuer, or (ii) between any card issuer and any event registrant, including, without limitation, any dispute regarding the goods and services purchased with the Event Registration Fees or the payment of any amounts owed or alleged to be owed by one or more such persons to any other such persons; and
c) any instructions or procedures that Customer may provide to Cvent in connection with the Services rendered by Cvent under these Terms and Cvent's compliance therewith.

6.11 NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED HEREUNDER, CUSTOMER ACKNOWLEDGES AND AGREES THAT PAYMENT OF ANY AMOUNTS DUE CVENT WITH RESPECT TO CVENT PAYMENT SERVICES, FOR FEES, REFUNDS, CHARGEBACKS, DISPUTES, OR EXPENSES RELATED THERETO AS PROVIDED ELSEWHERE IN THESE TERMS, SHALL NOT BE PROHIBITED BY ANY PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES.

7. Registrations and Registrants:

7.1 Your Order Form may specify a number of registrants allowed for a given service level and or price. You will be billed for any registrations beyond this number at the rate specified in your Order Form, or the then current rates for overage if none is specified. Except for price, which may differ, you agree that registrations incurred beyond the contracted level will be subject to the same terms. For Order Forms specifying per-event pricing, each event activated in the Cvent System will be counted for billing purposes except events flagged in advance for administrative purposes by Cvent Customer Service.

7.2 A Registrant is defined as a person registering via a registration process created within the Cvent system, even if the Registrant was submitted manually through the back end of the system. Guests registered under a Registrant will count as a Registrant for billing purposes. Each registration will count as a Registrant for billing purposes from the point of submission, not from the point of approval or confirmation. If a person cancels, the initial registration still counts as a Registrant for billing purposes.

7.3 You agree that the number of Registrants listed under minimum usage fee in your Order Form is the minimum number of Registrants you agree to use and pay for per annum. Should you use less than this minimum number, fees due under the Order Form will not be reduced. Unused registrants will not roll over to another term year.

8. Price and Payment:

8.1 You agree to pay all fees and other charges in accordance with this Agreement.

8.2 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 a finance charge of two percent (2%) per month or the maximum rate allowed by law will be assessed.

8.3 Payment shall be by check, 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.

8.4 Except where prohibited by applicable law, if you pay any fees due hereunder via credit or debit card, then Cvent reserves the right to charge you an additional fee equal to three percent (3%) of the amount charged, and you hereby consent to such charge being made against the credit or debit card.

8.5 If you exceed the contracted level of Services during the term of this Agreement, you will be charged as specified in your Order Form, or if not specified, using the then-current rates for the overage. Where no limits for usage of Services are explicitly given in your Order Form, limits will apply as specified by product earlier in this document.

8.6 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.

8.7 The recurring fees are fixed for the initial Term of this Agreement. Thereafter, Cvent may increase these fees for future periods, provided that no annual increase will exceed ten percent (10%) for each year of the Initial Term. Notwithstanding anything contained herein to the contrary, professional services fees are not subject to this Section 8.7.

8.8 For Cvent Event Management Pay as You Go Services (“PayGo”) only: Customer shall be charged monthly, for the number of registrations purchased, in arrears, at the designated rates. In addition Customer shall be charged an additional percentage (at the designated rate) of the standard registration fees advertised, promoted or otherwise charged by Customer per registration for the applicable event, whether payments of the registration fees are collected through the Services or otherwise. Customer agrees that it will provide and maintain a valid credit card number with Cvent for payments of all fees due hereunder, and hereby authorizes Cvent to charge against such credit card number all fees payable in connection with this Agreement. In addition, Customer authorizes Cvent to charge against Customer’s credit card any amounts that are past due under this Agreement or any other agreement by and between Cvent and Customer. For purposes of this Section, charges for registrations are assessed when purchased and not when actually used by Customer. Cvent reserves the right at its sole discretion to withhold any outstanding fees payable to Cvent for any Services provided under any Agreement between Cvent and the Customer which are outstanding for any duration of time when Customer Repayment is issued and apply such withholding to the Customer’s balance due to Cvent. Subscription fees for the Event Management PayGo, as designated, will be invoiced subject to the payment frequency listed on the Order Form and with subsequent Event Management PayGo subscription fees will be invoiced upon each anniversary of the Order Form start date. Payment of Event Management PayGo subscription fees is due net thirty (30) days from the date of the invoice.

8.9 If Customer requests Cvent personnel to travel in conjunction with the Services, then all travel-related expenses, including but not limited to airfare, local transportation, hotel, and daily per diem for Cvent personnel will be charged separately. Cvent’s charges (in accordance with Cvent’s expense policy) will be invoiced after they are incurred and shall be payable by Customer in accordance herewith.

9. Term:

9.1 The Term of this Agreement is given on the top of the Order Form. If the Term spans several years and the Order Form specifies annual fees, then fees are due in each year of the Order Form (" Contract Year") or as otherwise specified. For the purpose of the Cvent Event Management PayGo only, the Term of this Agreement shall be valid for the number of registrations purchased by Customer that remain unused and once all registrations are used, this Agreement shall expire and be of no further effect unless Customer purchase additional registrations

9.2 The Order Form will renew at the end of its Term as specified (and not on a per year basis) for another Term, equal to the length of the Term specified in the Order Form, unless you provide timely notice of nonrenewal as specified in the applicable Order Form.

9.3 If the Order Form specifies a certain number of events, registrants, emails or other billable instances annually, then this limitation pertains to each Contract Year of the Term, unless otherwise specified. Emails are counted when sent, Registrants when the individual is registered, Contacts when created, and Events when created (not the actual date of the event).

9.4 Unless otherwise provided in the Order Form; if you continue to use the Services beyond the Term, the Order Form will renew for another Term at then-current rates.

10. Termination:

10.1 If you become dissatisfied with the Services because of substantial non-performance, you shall give Cvent detailed written notice of such dissatisfaction. Cvent shall have thirty (30) days to cure the substantial non-performance after receipt of such notice. If Cvent fails to cure such substantial non-performance, you may terminate the applicable Order Form and Cvent will refund your "TOTAL Annual Fees" on a monthly pro-rata basis starting as of the end of the thirty (30) day cure period, unless calculation of actual usage would lead to a lower refund amount, in which case that calculation will be used.

10.2 Either party may terminate an Order Form if:
a) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, or
b) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.

10.3 In the event of non-payment by the Customer, Cvent may accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand. All accelerated future payments due under this Agreement shall be discounted to their net present value at a discount rate of 5% per annum from the day of default.

10.4 If you fail to pay fees when due, then you shall also be liable for all fees due during the term of the Order Form and any additional expenses (including but not limited to reasonable attorneys' fees and accrued interest) Cvent incurs in collecting such delinquent fees.

10.5 In the event of non-payment by the Customer, Cvent reserves the right to restrict access to the Services. Customer agrees that such restrictions do not modify the amounts due under their Order Form. Cvent further reserves the right to suspend or discontinue support services hereunder (without terminating this Agreement) in the following circumstances:
a) your requests for support are overly excessive or duplicative of prior requests for issues that have already been addressed by Cvent;
b) your requests relate to the general use of the Services that are addressed via Cvent's training tools and resources or which a person, using reasonable efforts, can perform after completing the Cvent's training tools or resources; or
c) you are abusive or offensive toward Cvent's personnel.

10.6 Upon termination or expiration of Cvent Payment Services under each applicable Order Form, all obligations and liabilities of the parties under these Terms with respect thereto will terminate, except as follows:
a) Cvent will complete processing of any Event Registration Fees received prior to the effective date of termination; and
b) neither party will be relieved of liability for such party's breach of any of the provisions of these Terms or the Order Form.

11. Subscription Right:

11.1 Subject to the terms and conditions of this Agreement, during the Term of the applicable Order Form, 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.

11.2 You may use the Cvent System only for purposes of performing your internal business operations or your clients' business operations outsourced to you.

11.3 You may not use the Cvent System as part of a commercial time-sharing or service-bureau operation or in any other resale capacity.

11.4 Except for the foregoing subscription right, no other 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.

11.5 Access is limited to the version of the Software in Cvent's production environment. Cvent may from time to time at its sole discretion update the Software 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.

11.6 Cvent will provide Customer online access to and use of the Software via the Internet by use of a Customer-provided browser. The Software 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 Software, including but not limited to Internet access and adequate bandwidth.

12. Responsibilities of Parties:

12.1 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.

12.2 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.

12.3 Cvent provides optional configurable integrations with various external applications, including but not limited to Salesforce and Webex. Cvent is not responsible for any misconfiguration, data corruption or data loss in any external application resulting from the use of such integrations.

12.4 Cvent will assign you one or more user IDs and passwords that will enable you to access the Services. You shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords, and You are solely responsible for any losses arising from another party's use of such IDs and passwords, either with or without Your knowledge. Each user ID is unique to the assigned individual and may not be shared with others, including other personnel of Customer.

12.5 You agree that you will use the Services only for lawful purposes and in accordance with these Terms of Use. You shall not reverse engineer, disassemble or decompile the Services or cause or permit the reverse engineering, disassembly or decompilation of the Services. Cvent and Customer will each comply with applicable laws and regulations including applicable security breach notifications laws, provided that Cvent is not responsible for compliance with laws or regulations applicable to Customer or Customer's industry that are not also generally applicable to information technology service providers.

12.6 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.

13. Confidentiality:

13.1 Each party receiving Confidential Information hereunder (" Recipient") 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 disclose to third parties any Confidential Information of the disclosing party (" Discloser"), except for the purpose of providing the Services, and for any other purpose Discloser may authorize.

13.2 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. The terms and conditions of any order for Cvent products or services shall be deemed the Confidential Information of both Cvent and Customer.

13.3 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.

13.4 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.

14. Ownership and Use of Data:

14.1 Customer grants Cvent a limited, non-exclusive right to use the Customer Data (including copyright, trademark, patent, publicity or other rights) and to disclose Customer Data to third party service providers for Cvent to operate the Services. Customer also grants Cvent permission to use Customer images that are posted on the Site for purposes of advertising and promoting Cvent, including without limitation, marketing, training, or investment materials.

14.2 Customer retains any and all rights it may possess to Customer Data provided by Customer to Cvent through the Cvent System or collected from others by Cvent on behalf of Customer. Such Customer Data will only be used by Cvent as reasonably required for providing Services as contemplated hereunder and in accordance with Cvent's Privacy Policy (http://www.cvent.com/en/privacy-policy.shtml) and all applicable data privacy laws and regulations laws (including the EU General Data Protection Regulation (GDPR)) (collectively, “Data Privacy Policy and Rules”). Both Cvent and Customer will comply in all material respects with the Data Privacy Policy and Rules, and will provide such help and cooperation as is reasonably necessary or requested to the other to comply with the same. For the avoidance of doubt, Customer is responsible for obtaining any legally required consents to process personal data, or to process and transfer data in compliance with any other legally permitted conditions for processing personal data. Furthermore, to the extent Cvent processes Customer Personal Data of Data Subjects located in the EEA or Switzerland on behalf of a Customer or a Customer Affiliate, or Customer or Cvent are otherwise subject to EU Data Protection Laws, the Parties will comply with the provisions in the Data Protection Addendum (https://www.cvent.com/dpa).

14.3 Subject to the terms of this Section, Customer acknowledges and agrees that Cvent may use all data inputted into or collected by the Services, including but not limited to data related to Service utilization and Customer Data, on a historical, aggregated and anonymous basis (collectively, "Aggregate Data") in compliance with applicable laws and Cvent's Privacy Policy to provide the Services and for any commercial purposes, including but not limited to the distribution and provision of the Aggregate Data to other Cvent customers and for the preparation and distribution of benchmarking, research, and/or analytical materials. Aggregate Data shall not identify Customer as the source of any specific data, pattern or finding, nor shall it include any personally identifiable information of any individual users of the Service. Cvent shall maintain appropriate security measures for all Aggregate Data in accordance with the terms and conditions of this Agreement. Cvent will be the sole and exclusive owner of all right, title and interest to such Aggregate Data and, notwithstanding anything to the contrary, shall be free to use and disclose on a world-wide and royalty-free basis the Aggregate Data for its business purposes including, but not limited to, publicizing usage of the Services, providing information on general industry trends, and providing benchmarking data to Cvent customers.

14.4 Unless we have your permission, Cvent will not disclose or share personally identifiable information collected on the Site with any third party (except as required by law, pursuant to a governmental request, or for the purposes of providing you the Services).

14.5 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 offline copies of Customer data on backup media for archival purposes for a reasonable period of time following expiration or termination of any Order Form.

15. No "SPAMMING" or Illegal Conduct or Other Prohibited Uses:

15.1 You will not use the Services in any manner which exceeds the scope of your subscription under Section 11 (Subscription Right) of these Terms, or which violates your obligations under Section 12 (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 Canada’s Anti-Spam Legislation (“CASL”), and the rules and regulations promulgated thereunder.

15.2 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 other Prohibited Uses.

15.3 All email messages sent from Cvent, including invitations, reminders and confirmations, must contain 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.

15.4 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.

16. Compliance with Anticorruption Laws:

You agree that neither you, nor any officer, director, employee, subsidiary, affiliate, agent, representative or other person working on your behalf in connection with your use of the Site or receipt of any Services, will violate any anti-corruption or anti-bribery laws, statutes and regulations of any country, including, but not limited to, Canadian Corruption of Foreign Public Officials Act, as amended (the “CFPOA”), the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA") and the UK Bribery Act 20" You warrant that you will not engage in any bribery, extortion, kickbacks, or other unlawful or improper means of conducting business. You also warrant and covenant that you and your 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.

You further warrant that you will not engage in any commercial bribery, kickback schemes, or other forms of improper payments to any person, private or public, and agrees that you will not create or submit any false, inaccurate, or misleading invoices or other business documents related to any use of the Site or Services. You will permit, upon request, Cvent reasonable access to your books and records and/or to conduct periodic or ad hoc audits, as Cvent deems necessary. Upon request, you agree to provide Cvent with a written certification attesting your compliance with the foregoing anticorruption requirements.

17. Warranties:

17.1 THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND 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.

17.2 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.

18. Limitation of Liability:

18.1 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.

18.2 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:

a) ANY DAMAGES CAUSED BY YOUR FAILURE OR THAT OF YOUR CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS TO PERFORM THEIR RESPONSIBILITIES;
b) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR ;
c) 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, OR BASED ON ANY OTHER CAUSE OF ACTION, REGARDLESS OF WHETHER A PARTY WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

EVEN IF CVENT OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.3 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.

19. Sensitive Personal Information:

19.1 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.

19.2 “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).

20. Laws and Disputes:

20.1 This Agreement will be governed by the laws of the province of British Columbia, Canada without regard to any conflict of law principles.

20.2 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 courts located in the province of British Columbia or the federal courts sitting in Vancouver, Canada for all matters arising with respect to the Services or this Agreement between the parties. The parties waive their right to a jury trial.

21. Notice:

21.1 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.

22. Non-Solicitation:

22.1 You agree that you, your organization and affiliates, will not attempt to hire, or assist in hiring anyone currently employed by Cvent, except insofar as such recruitment results from a general solicitation of employment not specifically directed towards employees or subcontractors of Cvent. You further agree that should such a situation occur, Cvent would be caused irreparable harm and be entitled to injunctive relief.

23. Proprietary Rights:

23.1 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:

a) whether such intellectual property notices appear on the materials or

b) whether such intellectual property notices have been filed with governmental agencies.

23.2 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.

23.3 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.

23.4 No competitors or future competitors are permitted access to the Site or Services, and any such access by third parties is unauthorized.

23.5 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.

23.6 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, in accordance with the Digital Millennium Copyright Act (DMCA), we ask that you contact:

Cvent, Inc.
ATTN: General Counsel

1177 West Hastings Street, Suite 2600
Vancouver, BC V6E 2K3
Canada
legal@cvent.com

23.7 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.

24. Assignment:

24.1 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.

24.2 otwithstanding the foregoing, Cvent may subcontract the provision of Services in whole or in part to a Cvent affiliate. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

25. Entire Agreement:

25.1 This Agreement supersedes any prior agreement or understanding between the parties whether oral or written in relation to its subject matter.

25.2 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.

25.3 Any additional or conflicting terms contained in any Customer purchase order, proposal or other 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.

25.4 The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions. Cvent’s failure to exercise or enforce any right, power or remedy under this Agreement shall not operate as a waiver thereof.

26. Force Majeure:

26.1 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, Distributed Denial of Service, 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.

26.2 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.

27. Legal Fees:

27.1 Cvent shall be entitled to recover reasonable attorney’s fees in the event Cvent is the prevailing party in any legal action to enforce or interpret this Agreement.

28. No Third Party Beneficiaries:

28.1 This Agreement is not intended to, and does not confer any rights, benefits or remedies upon any person other than the parties.

29. Press Releases; Customer List:

29.1 Customer agrees that Cvent may use Customer’s name and logo to identify Customer as a customer of Cvent on Cvent’s website, in investor documents (whether or not filed with the Securities and Exchange Commission), and as a part of a general list of Cvent’s customers for use and reference in Cvent’s corporate and marketing literature.

29.2 Additionally, Customer agrees that Cvent may issue a press release identifying Customer as a Cvent customer, subject to Customer's prior approval which will not be unreasonably withheld or delayed.