GENERAL TERMS OF USE

 

Last Updated: April 4, 2019

 

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. This document (these “Terms of Use” or “Terms”) describes the terms under which Cvent Deutschland GmbH or any of Cvent’s wholly-owned subsidiaries, including but not limited to Lanyon Solutions, Inc. (individually and collectively, "Cvent") offers each individual or entity (hereinafter, “Customer”) access to various Software-as-a-Service solutions through the Cvent website and Cvent-branded mobile device applications (the “Site”) for which service-specific terms are not already located at http://www.cvent.com/en/product-terms-of-use.shtml, including but not limited to Passkey, Lead Scoring, Abstract Management, and Social Wall  (each a “Service”). The Passkey Service is also subject to the supplemental provisions contained in Exhibits A and B to the Terms, each of which are attached and made a part hereof.

 

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, proposal, Statement of Work, online form, or other ordering document in whatever medium that incorporates the terms of this Agreement by reference (each an “Order Form”) executed by the company or individual identified as the “Customer” therein and Cvent pursuant to which Cvent agrees to license and provide the Service to Customer, as upgraded from time to time, during the Term and in exchange for the fees specified therein.

 

1. 2. These Terms, together with the Order Form, 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 Customer.

 

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. Price and Payment

 

1. 1. Customer agrees to pay all fees and other charges in accordance with this Agreement. All fees are due net thirty (30) days from invoice date. If Customer does not pay the fees or other charges when they are due, then a daily finance charge at a per annum rate of two percent (2%) above the base lending rate of the European Central bank for the period beginning on the date on which payment was due and ending on the date on which payment is made will be assessed. Payment shall be by check unless otherwise specified on Customer’s Order Form. Except where prohibited by applicable laws, if Customer pays any fees due hereunder via credit or debit card, then Cvent reserves the right to charge Customer a surcharge of three percent (3%) of the total amount due hereunder, and Customer hereby consents to such charge being made against the credit or debit card provided by Customer. As an example, if the Order Form Term spans three years, Customer will be charged the annual amount three times.

 

1. 2. If Customer exceeds the contracted level of Services during the Term of this Agreement, Customer will be charged as specified in the 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 the Order Form, limits will apply as specified by product earlier in this document.

 

1. 3. Customer is 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.

 

1. 4. Cvent reserves the right to increase recurring fees payable hereunder at any time upon sixty (60) days prior written notice provided that such increase is no greater than the Annual Price Cap as defined in the applicable Order Form.

 

3. Term

 

1. 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.

 

1. 2. If the Order Form provides for automatic renewal, 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 either party provides timely notice of nonrenewal as specified in the applicable Order Form. If the Order Form specifies a certain number of billable instances annually, then this limitation pertains to each year of the Term, unless otherwise specified. 

 

1. 3. Unless otherwise provided in the Order Form, if Customer continues to use the Services beyond the Term, the Order Form will renew for another Term at then-current rates.

 

 

4. Termination

 

1. 1. Either party may terminate an Order Form if (i) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, except for breach of Section 3 which shall have a ten (10) day cure period, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.

 

1. 2. 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. If Customer fails to pay fees when due, then Customer 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.

 

1. 3. In the event of non-payment by the Customer, Cvent reserves the right to restrict access to the Services upon five (5) business days’ prior written notice. Customer agrees that such restrictions do not modify the amounts due under their Order Form.

 

5. Subscription Right; Proprietary Rights

 

1. 1. Subscription Right. Subject to the terms and conditions of this Agreement, during the Term of the applicable Order Form, Cvent will provide Customer with a worldwide, non-exclusive, non-transferable and revocable subscription right to access and use the Cvent System as upgraded from time to time. Customer may use the Cvent System only for purposes of performing its internal business operations or its clients’ business operations outsourced to it. Customer may not use the Cvent System as part of a commercial time-sharing or service-bureau operation or in any other resale capacity. Except for the foregoing subscription right, no other rights in the Cvent System are granted to Customer 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.

 

1. 2. 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: (a) whether such intellectual property notices appear on the materials or (b) 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 the 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.  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.

                    

6. Responsibilities of Parties

 

1. 1. Customer is responsible for any use of the Services, including without limitation for any data, submissions, materials and content (including the adequacy and accuracy thereof) uploaded to or transmitted using the Services by it or its employees, agents or authors. Even though Cvent maintains redundant servers, Customer is responsible for the backup of its data used in conjunction with the Services.

 

1. 2. Customer represents and warrants that all data, submissions, 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.

 

1. 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.

 

1. 4. Cvent will assign Customer one or more user IDs and passwords that will enable Customer to access the Services. Customer shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords, and Customer is solely responsible for any losses arising from another party’s use of such IDs and passwords, either with or without Customer’s knowledge. Customer agrees that it will use the Services only for lawful purposes and in accordance with these Terms of Use. Customer 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.

 

1. 5. Customer represents and warrants that it, its affiliates, and their employees, agents, representatives, and any entity or persons having effective control over Customer, is not subject to or resident in any 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 Customer’s Agreement.

 

 

 

                    

7. Confidentiality

 

1. 1. 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.

 

1. 2. Each party shall maintain the confidentiality of all information and data of the other and its affiliates and, in the case of Customer, its clients, that is marked as confidential or which ought reasonably to be regarded as confidential, that it collects, receives or processes in connection with this Agreement and shall not directly or indirectly copy, release, disclose, divulge or permit access to any such confidential information without the prior written consent of the other party.

 

1. 3. Both parties may use and copy such confidential information as is necessary to perform their obligations under this Agreement and for no other purpose except that Cvent may use Customer’s Confidential Information for purposes other than the provision of Service only in an aggregated, anonymized form, such that Customer is not identified.

 

1. 4. Both parties may disclose such confidential information to their employees and Customer may disclose to its affiliates, both on a “need-to-know” basis, provided that both parties shall ensure that any such employees or affiliates are subject to obligations of confidentiality with similar effect to this section.  Cvent may also disclose Customer’s Confidential Information on a need to know basis to its subcontractors who are providing all or part of the Service.

 

1. 5. The restrictions in this section “Confidentiality” do not apply to any information which:

 

1. at the time of disclosure or thereafter is generally available to and known by the public or any third party (other than as a result of an unauthorized disclosure directly or indirectly by the non-disclosing party),

 

2. was or becomes available to the non-disclosing party on a non-confidential basis from a source other than the disclosing party,

 

3. has been independently acquired or developed by the non-disclosing party without violating any of its obligations under this Agreement.

 

1. 6. 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.

 

1. 7. The obligations of Cvent set forth in this section shall not apply to any suggestions and feedback for product or service improvement, correction, or modification provided by Customer in connection with any present or future Cvent product or service, and, accordingly, neither Cvent nor any of its clients or business partners shall have any obligation or liability to Customer with respect to any use or disclosure of such information.

 

1. 8. The parties hereby acknowledge and agree that any existing non-disclosure agreement entered into by the parties is hereby superseded and replaced by the terms contained in this Agreement.

 

8. Ownership and Use of Data

 

1. 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. 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. Unless we have Customer’s 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 Customer the Services). 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. 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).

 

1. 2. 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.

 

1. 3. 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.

 

1. 4. 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.

 

9. No "Spamming" or Illegal Conduct or other Prohibited Uses

 

1. 1. Customer will not use the Services in any manner which exceeds the scope of its subscription under Section 5 (Subscription Right; Proprietary Rights) of these Terms, or which violates its obligations under Section 6 (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”).

 

1. 2. If Customer uses the Services for any Prohibited Uses, we may immediately suspend or terminate Customer’s 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 Customer’s address book on behalf of those individuals who lodge complaints with Cvent or Cvent’s web-hosting company. Customer is still responsible for full payment of the Order Form even if access to the Services is terminated for spamming or other Prohibited Uses.

 

1. 3. All email messages sent from Cvent, including invitations, reminders and confirmations, must contain an "unsubscribe" link that allows subscribers to remove themselves from Customer’s email messages. Customer acknowledge and agree that Customer will not hide, disable, or remove the opt-out link from the foregoing emails. Customer will actively manage, and process unsubscribe requests received by Customer directly as soon as reasonably practicable and no later than ten (10) days after submission and update its email lists and address books to reflect the unsubscribe requests.

 

1. 4. Customer 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 Customer. It also must include Customer’s identity as the sender, valid physical postal address and comply in all other respects with applicable law. Customer will not send commercial email messages using domains by proxy or any equivalent ownership masking service.

                    

10. Changes and Environment

 

1. 1. Changes. Access is limited to the version of the Service in Cvent’s production environment. Cvent may from time to time at its sole discretion update the Service 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.

 

1. 2. Environment. Cvent will provide Customer online access to and use of the Service 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

 

11. Third Party Service Interoperability

 

1. 1. The Services provided hereunder may contain features designed to interoperate with third party services and/or applications. To use such features, Customer may be required to obtain access to such services and/or applications from third party providers and may be required to grant Cvent access to such third-party provider account(s). If such third-party provider ceases to make service or application available for interoperation with the corresponding Cvent Service features on reasonable terms, Cvent may cease providing those Service features without entitling Customer to any refund, credit, or other compensation.

 

1. 2. If Customer installs or enables a third-party service or application for use with the Cvent Service, Customer grants Cvent permission to allow the third-party provider to access Customer’s Data as required for the interoperation of that third-party service or application with the Service provided hereunder. Cvent is not responsible for any disclosure, modification or deletion of the Customer Data resulting from access by the third-party service provider or use of the third-party service or application.

 

12. Professional Services

 

1. 1. Cvent will perform the mutually agreed upon Professional Services for Customer described in one or more Order Forms as the parties may agree to in writing from time to time.  For purposes of these Terms, “Professional Services” shall mean data conversion, data mapping, implementation, site planning, configuration, integration and deployment of Service, training, project management and other consulting services. Either party may propose a change order to add to, reduce or change the Professional Services ordered in the Order Form. Each change order shall specify the change(s) to the Professional Services or deliverables, and the effect on the time of performance and on the fees owed to Cvent, due to the change. Once executed by both parties, a change order shall become a part of the Order Form.

 

1. 2. Ownership and Limited Right. All intellectual property rights in the results of the Professional Services including (without limitation) all deliverables, contents, documentation, training materials, modifications and all intellectual property embodied herein (collectively, the “Deliverables”) shall vest solely and absolutely in Cvent or its licensors. Cvent grants Customer, subject to timely payment of applicable fees and charges, and subject to the restrictions set forth in Section 5 hereof, a personal, nonexclusive, non-transferable right to, for the Term, use the Professional Services Deliverables solely in connection with its use of the Services.

 

 

 

 

13. Warranties

 

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. 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 ACKNOWLEDGES THAT USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SERVICES AND CUSTOMER DATA.  ACCORDINGLY, CVENT CANNOT AND DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. IN ORDER TO PROTECT CUSTOMER’S DATA, CVENT MAY SUSPEND CUSTOMER’S USE OF THE SERVICES IMMEDIATELY, WITHOUT PRIOR NOTICE, PENDING AN INVESTIGATION, IF ANY BREACH OF SECURITY IS SUSPECTED. CUSTOMER ACKNOWLEDGES THAT THE SERVICES AVAILABILITY MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CVENT IS NOT RESPONSIBLE OR DEEMED TO BE IN DEFAULT FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS, OR UNAVAILABILITY RELATED TO CUSTOMER’S APPLICATIONS, CUSTOMER DATA, OR CUSTOMER’S EQUIPMENT, OR THE ACTS OR OMISSIONS OF ANY USER OF THE SERVICES.

 

14. Indemnification

 

Cvent shall defend Customer against any claim or lawsuit by a third party (a “Claim”) against Customer to the extent such Claim alleges that the Service, used in accordance with the terms of this Agreement, infringe any patent, copyright or trademark, or misappropriates a trade secret of a third party, and will indemnify Customer for all damages finally awarded against Customer by a court of competent jurisdiction, or agreed to in a written settlement agreement signed by Cvent, arising out of such Claim.  If Customer’s use of the Service under the terms of this Agreement is enjoined or Cvent determines that such use may be enjoined, then Cvent may, at its sole option and expense, either (i) procure for Customer a license to continue using the Service in accordance with the terms of this Agreement; (ii) replace or modify the allegedly infringing Services to avoid the infringement; or (iii) terminate the subscription right and access to the corresponding Services and refund any prepaid unused fees as of the date of termination.  Notwithstanding the indemnity obligations specified under this paragraph or anything to the contrary under this Agreement, Cvent shall have no defense or indemnification obligation or other liability for any Claim arising from (i) use of the Services other than in accordance with this Agreement; (ii) modification of the Services by Customer or a third party; (iii) the combination of the Services with any materials contributed by Customer or any third parties if the Services would not directly infringe without such combination; (iv) any third party products, services, hardware, software or other materials; or (v)  any obligation of Customer to defend or indemnify Cvent.

 

15. Limitation of Liability

 

1. 1. Cvent accepts liability as set forth in this Agreement. Neither Cvent nor Customer excludes or restricts liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or to any extent not permitted by law.

 

1. 2. Cvent’s liability to Customer, Customer’s 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 Customer’s 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.

 

1. 3. 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 CUSTOMER FOR: (i) ANY DAMAGES CAUSED BY CUSTOMER’S FAILURE OR THAT OF ITS CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR CUSTOMERS TO PERFORM THEIR RESPONSIBILITIES; (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR (iii) 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 SERVICE pROVIDED 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.

 

1. 4. 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.

 

16. High Risk Personal Information

 

1. 1. Notwithstanding any provision to the contrary in this Agreement, Customer acknowledges and agrees that use of the Cvent Services to transmit, process or store High Risk Personal Information (as defined below) is unnecessary for use of the Services and therefore Customer shall be solely responsible for any such use of the Services by Customer or its employees, agents or subcontractors and Cvent shall bear no risk or liability for same.

 

1. 2. “High Risk Personal Information” shall be defined as:

 

1. the racial or ethnic origin of the data subject;

 

2. his political opinions;

 

3. his/her religious beliefs or other beliefs of a similar nature;

 

4. whether he/she is a member of a trade union;

 

5. his/her physical or mental health or condition (except for food allergies or medical contact information), genetic or biometric information;

 

6. his/her sexual life or sexual orientation;

 

7. the commission or alleged commission by him/her of any offense;

 

8. any proceedings for any offence committed or alleged to have been committed by him/her, the disposal of such proceedings or the sentence of any court in such proceedings;

 

1. national, social security or taxpayer id number or other government issued id numbers, date of birth and/or gender (except if stored in encrypted fields provided by Cvent for storage of such data); and

 

10. financial account information (other than payment card information entered securely using Cvent’s online payments module)

 

17. Laws and Disputes

 

1. 1. This Agreement will be governed by the law of England and Wales. 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 waive their right to a jury trial. In the event of any controversy, dispute, or claim arising out of, or relating to, this Agreement or the relationship between the Parties, then prior to proceeding as set forth below, each Party shall first provide prior written notice of such to the other Parties and request a meeting to discuss such controversy, dispute or claim. The Parties shall mutually agree to a time and place for such meeting (which may be conducted via teleconference), provided such meeting shall take place no later than fourteen (14) days after the date of such request. Each Party shall ensure that appropriate level of management shall participate in this meeting, provided each Party shall be represented by at least one employee that is at the director level or higher.  If a resolution is not reached at the conclusion of this meeting, the Parties agree a second meeting shall be scheduled no later than seven (7) days thereafter, with participation by an employee of at least the Vice President level or higher.

 

1. 2. Subject to the foregoing, any controversy or claim arising out of, or relating to, this Agreement (including the enforceability or breach thereof, any question regarding its existence, validity or termination) or relating to the Service shall be finally resolved by arbitration under the UNICTRAL Arbitration Rules (“Rules”), which Rules are deemed to be incorporated by reference into this clause. Notwithstanding the foregoing, the arbitrator shall not be authorized to award punitive damages with respect to any such claim or controversy, nor shall any party seek punitive damages relating to any matter under, arising out of or relating to this Agreement or the Service in any other forum. If any arbitration or court action is commenced by either party, the substantially prevailing party in that arbitration or action is entitled to recover from the other party its attorneys’ fees and costs (including arbitration fees and costs and expert witness fees) incurred in connection therewith. The entire arbitration shall be conducted in English and concluded in no later than ninety (90) days after service of the arbitration demand. The arbitral award must be made in English. A written demand for arbitration must be delivered within one (1) year from the date on which the Services to which the claim relates were provided. Failure to comply with this provision shall be a complete bar to any claim. The place of arbitration will be Frankfurt, Germany.

 

1. 3. Notwithstanding anything set forth herein, if a breach or threatened breach by a Party of any of its obligations under this Agreement would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy, then the other Party hereto shall, in addition to any and all other rights and remedies that may be available to such party at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without first exhausting the remedies set forth in this Section 17 or any requirement to (i) post a bond or other security, or (ii) prove actual damages or that monetary damages will not afford an adequate remedy.

  

18. Notice

 

Any notice hereunder 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. Any Notice required to be given under this Agreement or in connection with the matters contemplated by it will, except where otherwise specifically provided, be in writing in the English language.

 

19. Non-Solicitation

 

To the extent not prohibited by applicable laws, Customer agrees that Customer, its 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. Customer further agrees that should such a situation occur, Cvent would be caused irreparable harm and be entitled to injunctive relief.

 

20. Assignment

 

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 a Cvent affiliate. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

 

21. 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 their respective obligations hereunder.  Cvent is not liable for excusable delay.

 

22. No Third-Party Beneficiaries

 

These Terms are not intended to, and do not confer any rights, benefits or remedies upon any person other than the parties.

 

23. Compliance with Anticorruption Laws

 

1. 1. Customer agrees that neither it, nor any officer, director, employee, subsidiary, affiliate, agent, representative or other person working on its behalf in connection with Customer’s 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, the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) and the UK Bribery Act 2010. Customer represents and warrants that it will not engage in any bribery, extortion, kickbacks, or other unlawful or improper means of conducting business. Customer also warrant and covenant that it and its 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). 

 

1. 2. 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:

 

1. influencing any act or decision of a Covered Recipient in such Covered Recipient’s official capacity;

 

2. inducing a Covered Recipient to do or omit to do any act in violation of such Covered Recipient’s lawful duty;

 

3. securing any improper advantage; or

 

4. 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.

 

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

 

24. Press Releases; Customer List

 

Customer agrees that Cvent may use its organization’s name and logo to identify Customer as a customer of Cvent on Cvent’s website, and as a part of a general list of Cvent’s customers for use and reference in Cvent’s corporate and marketing literature.  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.

 

25. Legal Fees

 

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.

 

26. Entire Agreement; Severability; Waiver

 

These Terms supersede any prior agreement or understanding between the parties whether oral or written in relation to its subject matter and may only be modified by a written amendment signed by authorized representatives of each party, except solely in connection with additional purchases under an active Order Form, which may be transacted via email. 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. The provisions of these Terms 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 these Terms shall not operate as a waiver thereof. The parties acknowledge that this Agreement was originally drafted, and negotiations thereof were conducted, in the English language and translated to the German language with identical meaning. In the event of any conflicts, ambiguity, additions or discrepancy between the English language version and the German language version, the English language version of the Agreement will prevail over the German language version.

 

 

EXHIBIT A

 

Supplemental Terms and Conditions for Passkey for City Wide

 

The following is applicable only to those properties that do not have access to the OnDemand Services as of the Effective Date of the applicable Order Form.

 

1. Project Implementation Plan

 

1. 1. Project Plan Summary

A detailed project plan and timeline sample is included to reflect the development and implementation of all aspects of the solution. Dependencies for project initiation include resource availability and commitment from both Customer and Cvent to achieve the items contained in the project plan. Any delays as a result of making resources available for the term of this project will not absolve Customer from their obligation to pay Software Service fees in accordance with the attached Order Form and Agreement and may result in additional fees. The following table summarizes the projected phases, timeline and deliverables:

 

Projected Project Schedule ⁽¹⁾ 

 

PHASE	TIME FRAME	SUMMARY OF DELIVERABLES
Phase 1. Project Initiation
Launch Meeting Confirm Project Roles and Responsibilities and identify points of contact Create and Review Initial Project Plan Create Property Cvent Passkey Implementation Workbook Establish Project Call Schedule	Within 10 business days after contact signing	Project Oversight Roles Cvent Passkey Implementation Plan Cvent Passkey Implementation Workbook
Phase 2. Product Configuration
Conduct Cvent Passkey Implementation Workbook Review Establish Branding Standards Participate in Scheduled Implementation Calls Confirm Project Plan Establish Training Dates	Within 15-30 days after contract signing	Completed Cvent Passkey Implementation Workbook Approved Cvent Passkey Marketing Standards Cvent Passkey Roles and Responsibilities Assigned Training Participants Outlined Training Requirements confirmed Completed Implementation Survey
Phase 3. Implementation
Approval of finalized processes and system configuration/bundles/libraries	Within 30 thru 45 days after contract signing	Initial Cvent Passkey Set-up Complete
Complete Final Cvent Passkey Set-up	Within 45-75 days after contract signing	Cvent Passkey Setup Complete
Phase 4. Training
Online eLearning Training Perform User Training	Within 14-21 business days of completed workbook	Online Training Training Survey

 

1. 2. Project Initiation

Cvent will initiate the project by confirming a pre-launch meeting. Cvent and Customer will identify information, data, and personnel requirements that will be essential to accomplishing the project. Responsibilities of all individuals who will be involved in the project will also be determined and assigned. Both parties should be prepared to identify necessary project resources to support the implementation process.

 

• 1. 1. Project Initiation Deliverables
• Project Oversight Roles
• Cvent Passkey Implementation Workbook
• Implementation Timeline

 

1. 3. Product Configuration

The goal of the configuration phase is to identify the business requirements necessary to access and use of Cvent Passkey within the Customer organization.

 

• 1. 1. Key Product Configuration Deliverables
• Completed Cvent Passkey Implementation Workbook – the Cvent Passkey Implementation Workbook will be completed by the Customer with Cvent facilitation. This document will be used to establish standards for the use of Cvent Passkey. This document will establish defaults for the following:
  • Cvent Passkey Settings and Defaults
  • Event Bundles
  • Attendee Website Templates
  • Group Campaign Templates
  • Planner Notification Letter Templates
  • Reservation acknowledgements
  • Hotel notifications
  • Smart Alerts
  • Guarantee/Payment and Attendee Types
  • Marketing Materials

 

• Cvent Passkey Process Documents – Cvent to provide proven processes and checklists that are to be incorporated into the Customer’s housing management standard operating procedures. This documentation may contain the following:
  • Operational process and roles and responsibilities for the user of Cvent Passkey.
  • Potential risk areas and tactical best practices to address those areas.

 

1. 4. Training

Customer training will be conducted according to the Training Schedule finalized during the Product Configuration and Training Preparation phase. Customer should identify personnel who will serve as Cvent Passkey experts and who will be responsible for training subsequent Customer users. These Cvent Passkey experts will also be responsible for providing Level 1 Support on the Software Service within the Customer organization. 

 

1. 1. 1. Scope of Training

Cvent will provide Customer with the following training program. It includes:

 

• Introductory training comprised of three (3), four (4) hour training sessions for a total of twelve (12) hours.
• Online training for upgrade and enhancement to product in general scheduled online classes
• Access to online documentation, videos, and other training tools
• Additional training sessions available at an additional cost

 

1. 1. 2. Additional Fees

Customer agrees to pay Cvent for any additional training modules, classes or training participants not initially specifically identified at Cvent’s then current rates. Additional fees will include, but may not be limited to, additional training materials, reproduction, additional trainers, and travel and direct expenses for all sessions.

 

1. 1. 3. Training Prerequisites

Customer agrees that:

• All attendees will have working knowledge of the Internet, Microsoft Word and Excel, how to cut & paste images and text, and how to use email and attachments prior to attending any training module. 

 

1. 1. 4. Online Training Requirements

Customer agrees to provide the minimum standards for online training described in Table I below:

 

Table I      Minimum Standards

 

Standard	Designation	Version(s)
Operating System	Microsoft Windows	2007/XP/Vista/Server 2003
Browser	Microsoft Internet Explorer Mozilla Firefox	V 9.0 or higher ESR31 (Firefox33) or higher
Software	Microsoft Office Professional	97-SR2/2000-SP3/XP-SP 2
Java Runtime (required for Java map setup)	Sun's Java Runtime Environment plug-in, JRE	Version 1.4.2

 

Customer will be responsible for any additional direct costs, training cancellation fees, or other charges associated with delays or cancellations in training that result from a failure to provide the Training Requirements.

 

2. Project oversight

 

Cvent and Customer agree to designate respective single points of contact responsible for coordinating project activities and providing oversight of the major phases and deliverables as detailed in the table below:

 

Customer ROLE	CVENT ROLE
Project Executive Sponsor	Implementation Manager
Responsible for executive support of the Cvent Passkey implementation project, maintains knowledge of progress and has the authority to draw resources as necessary to ensure the project success.	Responsible for support of the Cvent Passkey implementation project, maintains knowledge of progress and has the authority to draw resources as necessary to ensure the project success.
Project Manager	Implementation Consultant
Responsible for providing and scheduling access to key staff in all aspects of the Implementation Process including the training schedule.	Will serve as the main point of contact during the implementation process.
Training Coordinator	Customer Trainer
Responsible for providing local support to Cvent Training Manager in order to deliver training.	Responsible for implementing the online training program.
Cvent Expert – Primary
Responsible for providing Level 1 Support to internal users regarding access and use of Cvent Passkey. Act as main Cvent Passkey user contact at Customer organization for all notifications and updates.	N/A
Cvent Expert – Backup	Technical Emergency Support – Backup
Responsible for providing Level 1 Support to internal users regarding use of Cvent Passkey if Primary contact is not available.	Cvent support staff is available 24/7 for emergency technical support after normal business hours. An “emergency” is defined as a Priority 1 error only.

 

 

 

• Training Cancellation Fees. A $1,000 training cancellation fee per trainer per training event, plus any out-of-pocket expenses resulting from a change in the training date(s) will be billed if:
  • Training is cancelled by Customer within 14 days of date of training session;
  • Customer fails to honor training session dates; or
  • Training cannot be conducted because Customer fails to meet required hardware and network configuration requirements.

 

 

• • Additional Online Training        $225 per hour

 

Non-Billable	Billable
RegLink issues that are a result of Cvent changes General “how to” questions	RegLink issues that are a result of Customer changes Training for new users (beyond the initial training program)

 

All Support Services, Additional Training must be approved by both parties prior to the initiation of any work.

 

 

 

 

Exhibit B

 Supplemental Terms and Conditions for Passkey for Hotels

The following is applicable only to those properties that do not have access to the OnDemand Services as of the Effective Date of the applicable Order Form.

 

1. Services

 Cvent Client Services will onboard Customer by configuring a Passkey account, installing and testing the interface to the designated property’s PMS/CRS as applicable, and training users on the basic functionality of the Passkey Service.

 

2. Deliverables

 

1. Scheduled calls with the client to review the onboarding process and answer questions about the account set-up
2. Configuration of an account within Passkey, specifically:
   1. Passkey Settings and Defaults
   2. Event Bundles
   3. Attendee Website Templates
   4. Group Campaign Templates
   5. Planner Notification Letter Templates
   6. Smart Alerts
   7. Guarantee/Payment and Attendee Types
   8. Marketing Materials
3. Installation of PMS/CRS interface for GroupLink purposes, as applicable, including testing reservation transfer between Passkey and Customer’s PMS/CRS
4. Introductory training comprised of three (3) online instructor-led sessions, totaling eleven (11) hours, and covering the following topics:
   1. Introduction to Passkey
   2. Libraries and Bundles
   3. Creating Events
   4. Going Live
   5. Inventory Management
   6. Website Customization
   7. Planner Experience
   8. Upselling Techniques
   9. Reservation Integrations
   10. Day to Day Management
   11. Office Time

 

 

The scope of work does not include:

1. Cvent Professional Services creating events/building groups or managing inventory within Passkey
2. Customized training per property or onsite training. Customer agrees to pay Cvent for any additional training modules, classes or training participants not specifically identified at Cvent’s then current rates. Additional fees will include, but may not be limited to, additional training materials, reproduction, additional trainers, and travel and direct expenses for all sessions.

 

3. Materials/Information/Resources Required of Client

 

1. Identification of a lead at the property to be the point of contact throughout the Passkey onboarding process
2. Participation in scheduled calls with the Cvent lead
3. Completion of the Passkey requirements workbook
4. Participation in user acceptance testing to confirm reservations are transferring successfully between Passkey and the property’s PMS/CRS
5. Ownership of the scheduling and communication with the PMS vendor for installation, where applicable
6. Identification of appropriate attendees for training, up to six (6) trainees participating in hands-on training
7. Active participation and attendance for the full training course including:
   1. All attendees at training will have working knowledge of the Internet, Microsoft Word and Excel, know how to cut & paste images and text, and how to use email and attachments prior to attending any training module. 
   2. Provide all attendees with the following:

                                                                         i.      Internet connection capable of running WebEx

                                                                       ii.      Phone

                                                                     iii.      Attendees should bring own computers meeting the following minimum requirements:

Standard	Designation	Version(s)
Operating System	Microsoft Windows	2007/XP/Vista/Server 2003
Browser	Microsoft Internet Explorer Mozilla Firefox	V 9.0 or higher ESR31 (Firefox33) or higher
Software	Microsoft Office Professional	97-SR2/2000-SP3/XP-SP 2
Java Runtime (required for Java map setup)	Sun's Java Runtime Environment plug-in, JRE	Version 1.4.2

 

1. 1. Customer will be responsible for any additional direct costs, training cancellation fees, or other charges associated with delays or cancellations in training that result from a failure to provide the Training Requirements