Last Updated: November 13, 2018

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these "Terms of Use" or "Terms") describes the terms under which Cvent Germany GmbH ("Cvent") offers each individual or entity (hereinafter, "You" or "Customer") a subscription right to access the web-based and/or mobile application-based software solution(s) (the "Software") and to receive equipment rental, maintenance, hosting, and customer support services (together with the Software, collectively, the "Service"). You agree to comply with and to be bound by the Terms set out below.

1. Order Forms

These Terms are incorporated by reference into each order form, proposal, statement of work, online form, or other ordering document in whatever medium ("Order Form") executed by the company or individual identified as the "Customer" therein and Cvent, pursuant to which Cvent agrees to provide subscription right to access the Service to Customer, as upgraded from time to time, during the Term and in exchange for the fees specified therein. These Terms and each Order Form referencing these Terms 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 for new Order Forms upon posting the amended Terms at the domain or subdomains of http://www.cvent.comwhere the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with you. 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, or in these Terms but not the applicable Order Form, shall not be deemed to be a conflict for purposes of this sentence).

2. Term

The term of this Agreement ("Term") shall be the period set forth on the applicable Order Form, whether for one or more Customer events or for a set duration of months or years. If the Term spans multiple 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. 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 otherwise agreed in writing by Cvent and Customer, or You provide timely notice of nonrenewal as specified in the applicable Order Form.

3. Service Description: Onsite Solutions

3.1 Check-In and Attendance

3.1.1Onsite Check-In and Badge Printing: The Service's check-in solution permits event staff to rapidly process registration and session check-ins. Check-ins and other processing tasks may also be performed by attendees on a self-service basis.

List of Features and Support (see features chart below for availability details):

  • Software/hardware solution for check-in and badge printing at assisted check-in stations and/or self-service kiosks
  • Admin - View attendee details, check in attendees, print and re-print attendee badges.
  • Badge printers based on badge type selection
  • Integration with Cvent event registration system (subscription right provided separately)
  • Tracking and web-based reporting for attendee check-ins
  • Provide attendee badges, lanyards and badge holders (through third-party supplier)
  • Setup and support
  • Set up, support and tear down the onsite badging solution
  • Set up, support and tear down admin stations
  • Provide training to customer registration staff
  • Set up attendee self-service check-in kiosks
  • Set up check-in stations for assisted attendee registration
  • Onsite management and staff support

3.1.2Attendance Tracking: The Service's attendee tracking solution provides the ability to track an attendees journey at the event, through a designated badge tracking option (RFID or QR code) combined with badge reading devices. Metrics and reporting are provided to assist customer in determining attendee interests and preferences.

List of Features and Support (see features chart below for availability details):

  • Software/hardware solution to track session attendance using passive RFID or barcode tracking solution
    • Software/hardware solution to track session attendance duration using passive RFID
  • Session access control based on attendee type and enrollment status
  • Web based reporting of session attendance, exhibit floor entrance traffic and attendee duration on show floor where passive RFID deployed
  • Integration with Cvent event registration system (subscription right provided separately)
  • Setup and support

    • Interactive dashboard based on event activity where purchased
    • Set up, support and tear down the attendance tracking solution
    • Measure identified entrances to the exhibit floor, general session & keynote, and breakout session areas
    • Onsite management and staff support
Onsite Solutions – Features Chart – Part 1      
Onsite Check-In and Badge Printing Basic Premium 360
Event Check-In X X X
Fee Collection (Card on File, New Credit Card, Offline) X* X* X*
Collect Donations/Sell Additional Items X* X* X*
Barcode Scanning (camera) X X X
Session Check-In   X X
Barcode Scanning (external IR barcode scanner) *   X X
Signature Collection   X* X*
QuickScan Kiosk Mode (Tap n Go)   X X
Kiosk Mode   X X
On-demand Badge Printing (B&W)   X X
RFID Badge Encoding/Color Printing     Additional Fee
ID Card Printing     Additional Fee
Attendance Tracking Basic Premium 360
Track Session Attendance   X X
Track Check-Out Times   X* X*
Configurable Access Controls   X X
Handheld Barcode Scanner   X X
Passive RFID Tracking – Overheads/Mats     Additional fee
Passive RFID - Calculate attendance duration     Additional Fee
Now/Next (Digital Signage)      
Displaying sessions 'Now' and up to six (6) 'Next' sessions     Additional Fee
Display canceled sessions     Additional Fee
Sponsorship assignments     Additional Fee
Materials Redemption      
Track pickup of swag/gifts based on attendee type     Additional Fee
QR Code (Camera) or RFID Scanning     Additional Fee
Planner SMS Alerts**   Additional Fee Additional Fee
Support Services and Equipment Rental      
Customer Care (24 x 7) X X X
Project Manager     X
Hardware (details and fees specified on SoW)   Additional Fee Additional Fee
Onsite Support (details and fees specified on SoW)     Additional Fee

X = Included in base user subscription right
* = Requires additional product - Cvent Event Management (subscription right provided separately)
** = 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).

3.2 Lead Capture and Exhibitor Booth Tracking

3.2.1Lead Capture: The Service's lead capture solution enables Customer's authorized users (event staff and/or exhibitor personnel) to retrieve attendees' event registration information and contact information ("Leads"), and to rate and add qualification data to Leads ("Lead Data") (collectively, "Lead Information"). Users may collect Leads by scanning a barcode or QR code displayed on an event attendee's badge or mobile device, by manually entering an attendee's information, or by using RFID-enabled collection to automatically gather relevant information from booth visitors.

List of Features and Support (see features chart below for availability details):

  • Software for use on supported mobile devices to capture Lead Information
  • Reports on Lead Information, Lead survey responses, Lead metrics
  • Lead qualification surveys for exhibitors (customizable based on each exhibitor's products & services) available at an additional fee.
  • Web-based "Exhibitor Portal" (described in greater detail below) for managing and reporting on Leads and ordering lead/exhibitor management user subscription rights

  • Leads Available with real time sync (internet connection required)
  • Scan badges containing 1D barcode, 2D barcode, QR code or RFID.
  • Setup and support
    • Set up scanning solution to meet badge requirements
    • Configure lead qualification survey for exhibitors purchasing this option
    • Manage distribution & collection of lead collection devices (with pre-configured Software) to sponsors and exhibitors choosing equipment rental option
    • Optional onsite show support for devices utilizing Universal Lead Capture (as defined below) for an additional fee.
    • Make lead management solution available via software download for those exhibitors who will utilize their own devices (hardware specific)
    • Onsite management and staff support for an additional fee.

3.2.2Exhibitor Visitor Tracking: The Service's exhibitor visitor tracking solution provides Customer with real time views to track and measure attendee activity and interest within an exhibitor's booth, and to help identify potential leads not captured with a lead management device. Standard reports provide increased insight into attendee interests and preferences.

List of Features and Support (see features chart below for availability details):

  • Software and RFID reader(s) for tracking attendee visits and measuring attendee participation by product area
  • Web-based "Exhibitor Portal" (described in greater detail below) for real-time reporting on attendee booth visits and activities, and demographic breakdown of product interest; plus, ability to order lead/exhibitor management user subscription rights.
  • Setup and support
    • Onsite management and staff support
    • Coordinate with exhibit house or contract labor to provide setup / tear down of RFID read points
    • Post-event executive summary
    • Network and power required
Onsite Solutions – Features Chart – Part 2    
LeadCapture Application Only Application & Equipment Rental
Scan attendee badges containing 1D/2D barcode or QR code. X X
Customize Lead qualification survey   Additional Fee
Access lead details via secure Exhibitor Portal. Ability to export leads. X X
Real time syncing when connected to network. X X
Offline functionality (w/o network connection) X X
Scanning Device (Integrated iPod Touch with IR barcode scanner) X X
UHF RFID Scanning   Additional Fee
Mobile Platform(s) Supported iOS, Android iOS only
Universal LeadCapture Application Only Application & Equipment Rental
Scan attendee badges containing 1D/2D barcode or QR code. X X
Customize lead qualification survey Additional Fee Additional Fee
Survey question branching logic X X
Access lead details via secure website. Ability to export leads. X X
Real time syncing when connected to network. X X
Offline functionality (w/o network connection) X X
Integrations    
Experient Badge Kit X* X*
CompuSystems Badge Kit X* X*
ITN Badge Kit X* X*
ATS Badge Kit X* X*
Webges COVR Badge Kit X* X*
Eloqua integration Additional Fee Additional Fee
Equipment Rental    
Scanning Device (Integrated iPod Touch with IR barcode scanner)   Additional Fee
Scanning Device (Integrated iPhone 6+ with IR barcode scanner)   Additional Fee
Scanning Device (iPad Mini)   Additional Fee
Mobile Platform Supported   iOS
Exhibitor Visitor Tracking Application Only Application & Equipment Rental
Measure attendee participation by product area   X
Access real-time reporting of booth visits and duration   X
Visual Mapping   Additional Fee

= Included in base user subscription right
* = Badge Kit provider may charge additional access fee

3.2.3Lead Capture Subscription Rights Options:

3.2.3.1For Event Organizers: Customer as the event organizer may purchase user subscription rights to allocate among event staff and third party exhibitors at one or more events.

3.2.3.2 Single Event subscription right for Exhibitors: An event organizer may enable exhibitors to obtain user subscription rights directly from Cvent via the Exhibitor Portal (described below); provided that where Customer as the event organizer does not purchase user subscription rights in advance, Customer agrees that the Service will be the sole and exclusive lead capture solution available for the event (except to the extent the parties mutually agree to waive this requirement in the case of a particular exhibitor or event).

3.2.3.3 Multi-Event Subscription Right for Exhibitors ("Universal Lead Capture"): A Customer that wishes to use a single lead capture solution for multiple tradeshows, conferences and other events it attends as an exhibitor or sponsor may avail subscription rights to the solution on a subscription basis to use for all such events during the term of the Agreement. Where an event does not utilize Cvent's event registration software, Customer understands and agrees that Cvent will use commercially reasonable efforts to obtain the necessary "badge kit" or similar codes or credentials to unlock attendee information for use with Cvent's lead capture solution, however Cvent cannot guarantee cooperation by third party event registration service providers.

3.2.3.4 Subscription Rights Options: Application & Equipment Rental, or Application Only:A subscription right that includes device-rental permits an authorized user to use the Software for lead management at a specified event, preinstalled on an iOS mobile device or scanner provided at the event location by Cvent or a third party supplier. A software-only or "bring-your-own-device" subscription right permits the authorized user to download, install and operate the lead capture software on a supported mobile device or scanner provided by the user or by Customer.

3.3 Exhibitor Portal. You may order user subscription rights, create and manage user ids (up to the number of purchased subscription rights), and access your Leads and Lead Data through Cvent's lead management and exhibitor management web applications (the "Exhibitor Portal"), as well as through the Event Management web application if Customer has availed subscription rights to that product. You will have access to both Leads and Lead Data for attendees whose information your own staff have scanned or entered through the App. Where Customer is the host or organizer of an event and has allocated subscription rights to one or more third party exhibitors, Customer shall have access to Leads and Lead Data collected by such exhibitors.

3.4 User IDs. Cvent will assign you one or more User IDs that will enable you to access the Software. You shall take reasonable precautions to protect against theft, loss or fraudulent use of such User IDs, and you are solely responsible for any losses arising from another party's use of such User IDs, 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.

3.5 Supported Devices, Operating Systems, Software Releases and Upgrades.

3.5.1Devices. Cvent currently provides native, compiled Apps for the following devices: iPhone, iPad, iPod Touch and various 3rd party peripherals providing RFID reading or IR Scanning capabilities. In addition, the Cvent LeadCapture app is supported on various Android handheld and tablet devices.

3.5.2Operating Systems. Cvent provides technical support for Apps on the current major release and immediately preceding major release of iOS. In addition, the Cvent LeadCapture app is supported on the current major release and immediately preceding major release of Android.

3.5.3Software Releases. Cvent provides technical support for Apps which are based on the most current release of the App or prior versions of the App for releases occurring up to six (6) months prior to the current release. Customers will be provided opportunities to upgrade their existing Apps to the most current App release.

3.5.4Upgrades. During the term of this Agreement, if Cvent upgrades the version of the Software you are using under the Agreement, you will not be charged an upgrade fee. Should Cvent offer additional optional software modules in the future that complement the Software, you may elect to purchase the optional software modules for an additional fee.

3.6Equipment. Customer shall be responsible for all equipment supplied by Cvent under the Agreement, whether provided directly to Customer by Cvent or through a third party supplier. At the conclusion of Customer's event, Customer will return all equipment supplied by Cvent. All such equipment will be returned in proper working order and in the same condition as when it was furnished to Customer. Customer is responsible for any damage to such equipment, as determined by Cvent or its third party supplier, and hereby agrees to pay Cvent for any such damage, up to the replacement cost of the equipment.

3.7Special Disclaimers for Onsite Solutions (including the Service). Cvent disclaims any responsibility for availability or loss of power, Internet or telecommunications service, placement of electrical or network outlets, and for any act, occurrence or circumstance at an event site or any other location which are beyond Cvent's control.

3.8Site Requirements. As between You and Cvent, You shall comply with all of the event site or venue's requirements and guidelines for conducting the event on its premises, including but not limited to any use of its employees or other third party vendors in connection with the event, electrical requirements, audio and visual requirements, fire and safety requirements, insurance requirements, equipment and trash removal, and indemnification and hold harmless obligations. To the extent that Cvent is requested or required by the event site or venue to execute any agreement or acknowledgement of compliance in order to be given access to the premises, You agree to execute all such documents in lieu of Cvent and Cvent's failure to do so and subsequent inability to perform hereunder shall not constitute a breach of this Agreement

4. Subscription Right

4.1Subscription Right. Subject to these terms and conditions, and any additional terms contained in an Order Form, if any, Cvent will provide you with a worldwide, non-exclusive, non-transferable and revocable subscription right, without the right to grant sublicenses, to access and use the Service during the Term, as upgraded from time to time. You may use the Service only for the purposes of performing your internal business operations or for the limited uses set forth in Section 3 (Software) of these Terms. You may not use the Service 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 Service are granted hereunder, and the Service is and will remain the sole and exclusive property of Cvent and its licensors, if any, whether the Service is separate or integrated with any other products, services or deliverables. You agree that you will use the Service only for lawful purposes and in accordance with these Terms of Use. You shall not attempt to reverse engineer, disassemble or decompile the Software or cause or permit the reverse engineering, disassembly or de-compilation of the Software. Customer understands and agrees that any attempt by Customer (or by others on behalf of Customer) to violate the foregoing subscription right or restrictions set forth in this Section 4 would cause Cvent irreparable injury, and Customer will pay all reasonable attorney's fees and legal costs incurred by Cvent to enforce the provisions of this Section 4.

4.2 Preexisting Materials/Development. Cvent will retain full and exclusive ownership of all Preexisting Materials and related Intellectual Property. "Preexisting Materials" means any Intellectual Property Rights or tangible personal property of either party created before the Effective Date or outside the scope of this Agreement, or any proprietary licensed software, design templates, event management, reporting and other event related technologies and systems, and related documentation owned or licensed by Cvent, or any modifications or derivative works thereof, including after the Effective Date. Preexisting Materials shall include, without limitation, Cvent's proprietary software, including Intelligent Leads, Intelligent Attendance, Intelligent Check-In, Intelligent Exhibitor, Intelligent Registration, Intelligent Connect, and Intelligent Mobile. Cvent may expand this definition as reasonably warranted. Customer acknowledges and agrees any software and any deliverables Cvent creates pursuant to this Agreement are not and will not be considered as "works made for hire" under the United States Copyright Act, Title 17, United States Code or "joint works of authorship," or any other designation tending to imply that Customer has or retains ownership or authorship rights therein or thereto, but are provided to Customer in accordance with and subject to the terms and conditions of this Agreement. Cvent retains all ownership, intellectual property rights and title to such software and deliverables and to the extent that any such rights vest initially with Customer by operation of law or for any other reason, Customer hereby perpetually and irrevocably assigns, transfers, and quitclaims all such rights to Cvent. Subject to Cvent's confidentiality obligations in Section 9, nothing herein prevents or limits Cvent's right to undertake engagements for any other entity, transfer or license the deliverables to other parties, or to reuse them in whole or in part in other projects, including a competitor of Customer, whether or not similar to this engagement.

4.3 LeadCapture . Subject to the terms and conditions of this Agreement and provided Customer is otherwise in good standing of this Agreement, Cvent hereby grants Customer a limited, non-exclusive, and non-transferable right to redistribute the Services known as LeadCapture purchased hereunder to exhibitors (without any further right of resale, transfer, or assignment) during the Term and at the event(s) designated in the Statement of Work only. All such redistribution shall be subject to terms and conditions by and between Cvent and exhibitors only and Customer may not bind Cvent to any additional terms under any circumstances. In addition, the pricing for the redistribution of such Services shall be as set forth in the Statement of Work and all exhibitors shall pay such fees directly to Cvent. Upon receipt of payment from exhibitors, on a monthly basis Cvent shall remit to Customer the percentage of the fees designated in the Statement of Work via the payment processing services designated by Cvent. Customer shall not have the right to receive such percentage on any fees, taxes, VAT, or any amounts collected by Cvent other than those specified in the Order Form for redistribution of LeadCapture. For the avoidance of doubt, Customer must maintain an account with the payment processing services designated by Cvent in order to receive payment hereunder. In the event there are amounts owed by Customer to Cvent hereunder that are past due, Cvent shall be entitled to offset against such balance the amounts due under this Section 4.3. Customer acknowledges and agrees that notwithstanding the foregoing Cvent reserves and shall have the right to provide its Services directly to any exhibitors, including but not limited to those at the designated event(s), and designate other distributors for LeadCapture as such designated events. Notwithstanding the foregoing, Cvent will retain all goodwill and all rights to the Services, and Customer will obtain no goodwill or any other rights thereof as a result of any redistribution of the Services. Customer shall indemnify, defend, and hold harmless Cvent, its directors, officers, employees, agents and affiliates from and against all Claims to the extent that any such Claim is caused by or arises out of Customer's redistribution of the Services.

4.4Changes and Environment

4.4.1Changes. 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.

4.4.2Environment. 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.

5. Pricing and Payment

5.1 Payment Terms.The pricing and payment terms for the Service are as set forth in the applicable Order Form signed (or, for online orders, electronically acknowledged) by you and Cvent. Except as otherwise agreed in writing and signed by an authorized representative of both parties, all payments for Service shall be immediately due upon submission of an Order Form and payable by check, wire or ACH. Orders under €5,200 may be paid by credit card. Without limitation to any other legal or equitable remedies available to Cvent, we may withhold provision of Service if payment has not been received in full.

5.2 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. Notwithstanding anything contained herein to the contrary, any Professional Services (as defined hereinafter) fees will not be subject to the Annual Price Cap. For the 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.

5.3 VAT. All payments shall be made in Euros, and unless otherwise stated, are exclusive of VAT, which may be chargeable at the applicable rate. You are responsible to pay all applicable taxes (state or central). If the applicable tax rate is different from the published rate at the time of placing the order, Cvent may adjust the tax payable by Customer accordingly.

5.4 Interest on Late Payments. If you do not pay the fees or other charges when they are due, then Cvent will assess 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.

6. Termination

6.1 For Uncured Material Breach. Either party may terminate an Order Form if the other party (i) breaches any material term or condition and fails to cure within thirty (30) days written notice, or (ii) becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership. If Customer terminates an Order Form in accordance with this paragraph, Cvent will refund any prepaid fees covering the remainder of the Term of the Order Form as of the effective date of termination.

6.2 Suspension or Termination of Service by Cvent.

6.2.1Cvent may immediately restrict or suspend your access to the Service without prior notice in the event Cvent becomes aware of, or reasonably suspects, any Prohibited Uses (as defined below in Section 7) of the Service by you or your authorized users. Cvent will act in good faith and use reasonable efforts to notify Customer via phone or email before imposing any such suspension or restriction.

6.2.2 In the event of non-payment or other uncured material breach of this Agreement by the Customer: (i) Cvent may accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand, provided that 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. (ii) Cvent reserves the right to suspend access to the Service, and, without limiting the generality of the foregoing, Cvent may, at its option, elect to terminate the Agreement or restrict your users' access to the Service for failure to pay any fees associated with the Agreement that are past due by more than sixty (60) days. Cvent's exercise of the foregoing remedies shall not reduce the amounts due under this Agreement or any Order Form, and Customer shall also be liable for any additional expenses (including but not limited to reasonable attorneys' fees and accrued interest) Cvent incurs in collecting such delinquent fees.

7. Prohibited Uses

Customer agrees that its use of the Service shall at all times be in compliance with applicable local, state, national, and international laws and regulations. Customer will not use the Service (i) to impersonate any person or entity or engage in any fraudulent business practice, including generating invalid impressions, clicks, or other actions; (ii) to display or transmit any unlawful, harmful, hateful, racially, ethnically or objectionable material of any kind; (iii) to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; (iv) in any manner which exceeds the scope of its subscription rights under Section 4 (Subscription Rights) of this Agreement; (v) to interfere with or disrupt the integrity or performance of any component of the Service or third-party data contained therein; or (vi) for illegal activities (all the foregoing "Prohibited Uses").

8. Ownership and Use of Content and Data

8.1    Customer grants Cvent a limited, non-exclusive right to access, use, and redistribute the materials, information, and content Customer provides or transmits to Cvent ("Customer-Provided Content") via the Software, and to data or other information Customer collects (or which Cvent collects on behalf of Customer) from event attendees or others using the Software ("Customer Data") in order for Cvent to provide the Service. Customer retains any and all rights it may possess to Customer-Provided Content and Customer Data. Cvent will only use any Customer-Provided Content and Customer Data as reasonably required for providing the Service 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. Customer acknowledges that it has been advised by Cvent that the Services may be configured by Customer to share personally identifiable information, including those contained in Customer Data, with third parties and that Cvent is permitted to do so based on such configuration by Customer. Customer also acknowledges and agrees that if it sends or otherwise provides Customer-Provided Content or Customer Data to others using the Software, any recipients may copy or redistribute such content or data, for instance by using standard interfaces to transfer data into external systems, by exporting data electronically into files or reports, by printing or other means. 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).

8.2    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-Provided Content and Customer Data on backup media for archival purposes for a reasonable period of time following expiration or termination of this Agreement.

8.3    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.

8.4    Customer acknowledges that Cvent or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Service (including without limitation to any Software and modifications thereto)  and to any related documentation and marketing materials, regardless of whether (i) such intellectual property notices appear in the Software or in related documentation or materials, or (ii) such intellectual property notices have been filed with governmental agencies. Nothing in this Agreement will directly or indirectly be construed to assign or grant Customer any right of ownership, title or interest in the Software or any component of the Service, or any intellectual property rights relating thereto. No competitors or future competitors of Cvent, or of any Cvent subsidiary, are permitted access to the Service without the prior written consent of Cvent in each instance, and such consent may be withheld in Cvent’s sole discretion.

8.5    Customer agrees not to disclose to anyone any proprietary or confidential information of Cvent which Customer may receive or have access to through the Service (the "Cvent Content"), or to use any Cvent Content to compete against Cvent or reverse engineer any Cvent product or service. Customer agrees that it will not resell or, for any competing commercial purpose copy, record, publish, compile, reproduce, republish, or use any Cvent Content. Customer agrees to pay all reasonable attorney's fees and costs incurred in enforcing the provisions of this Section 8.

9. Confidentiality

9.1    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 in any way disclose to third parties any Confidential Information of the disclosing party ("Discloser"), except for the provision of the Service to the extent necessary to provide the Service under these Terms, and for any other purpose Discloser may hereafter authorize.  For purposes of these Terms, "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 Form shall be deemed Confidential Information of both Cvent and the Customer.

9.2    Recipient will have no obligation with respect to any portion of the Confidential Information which (a) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public; (b) was acquired by Recipient before receiving such information from Discloser and without restriction as to use or disclosure; (c) is hereafter rightfully furnished to Recipient by a third party, without restriction as to use or disclosure; (d) is information that was independently developed by Recipient without reference to Confidential Information received hereunder; or (e) is disclosed with the prior written consent of Discloser. Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, provided that it gives Discloser reasonable advance notice sufficient to contest (at Discloser’s sole expense) such requirement of disclosure, unless it is prevented from providing such notice by the government agency or operation of law.

9.3    The parties agree that these confidentiality terms replace and supersede any separate non-disclosure agreement of other confidentiality provisions to which the parties may have agreed prior or contemporaneous to agreeing to these Term of Use.

10. Representations, Warranties, Exclusive Remedies, and Disclaimers


10.1    Each party represents that it has validly entered into this Agreement and has the legal power to do so.

10.2    Cvent warrants that (a) the Service materially conform to the specifications set forth in the Order Form, and (b) the Service will not introduce code, files, scripts, agents or programs into Customer’s systems which are intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. For any material breach of a foregoing warranty, Customer’s exclusive remedies are those set forth in Section 6.1.

10.3    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 these Terms and Cvent may immediately terminate this Agreement.

10.4    EXCEPT AS OTHERWISE SET FORTH HEREIN, THE SERVICE IS 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, FITNESS FOR A PARTICULAR PURPOSE.  CVENT DOES NOT REPRESENT OR WARRANT BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SERVICE IS UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, AND THAT THE SERVERS USED FOR THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Indemnification

By Cvent

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 use of the Software by Customer in accordance with the terms of this Agreement, infringes any patent, copyright or federally registered trademark, or misappropriates a trade secret of a third party, and Cvent 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 Software 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 subscription rights to continue using the Software in accordance with the terms of this Agreement; (ii) replace or modify the allegedly infringing Software to avoid the infringement; or (iii) terminate the subscription rights and access to the corresponding Software 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 Software other than in accordance with this Agreement; (ii) modification of the Software by Customer or a third party; (iii) the combination of the Software with any materials contributed by Customer or any third parties if the Software would not directly infringe without such combination; (iv) any third party products, services, hardware, software or other materials; (v) the requirements, specifications or functionality for the Services requested or provided by Customer; or (vi) any obligation of Customer to defend or indemnify Cvent.

By Customer

Customer shall defend Cvent against any Claim against Cvent or a Cvent subsidiary to the extent such Claim alleges that the use of any Customer-Provided Content by Cvent or a Cvent subsidiary in accordance with the terms of this Agreement (including, for avoidance of doubt, the distribution of Customer-Provided Content to event attendees, guests, invitees and other third parties via the Software's email, web-based and/or mobile application platforms, which Customer acknowledges is its intention) infringes any patent, copyright or registered trademark, misappropriates a trade secret, or violates a privacy or publicity right of a third party, and Customer will indemnify Cvent for all damages finally awarded against Cvent or a Cvent subsidiary by a court of competent jurisdiction, or agreed to in a written settlement agreement signed by Cvent, arising out of such Claim. If Cvent's use of the Customer-Provided Content under this Agreement is enjoined or Cvent determines that such use may be enjoined, then Cvent may remove or otherwise take down such Customer-Provided Content from the Service at any time in its discretion, and Customer will, at its sole option and expense, either (i) procure for Cvent a license to continue using the Customer-Provided Content in accordance with the terms of this Agreement; (ii) replace or modify the allegedly infringing Customer-Provided Content to avoid the infringement; or (iii) cease all use of the Customer-Provided Content that is the subject of the Claim. Notwithstanding the indemnity obligations specified under this paragraph or anything to the contrary under this Agreement, Customer shall have no defense or indemnification obligation or other liability for any Claim arising from (i) use of the Customer-Provided Content by Cvent other than in accordance with this Agreement; (ii) modification of the Customer-Provided Content by Cvent (other than formatting or similar changes necessary to make such content compatible for use with the Software); (iii) combination of the Customer-Provided Content with any materials contributed by Cvent or any Cvent subsidiary if the Customer-Provided Content would not directly infringe without such combination; or (iv) any obligation of Cvent to defend or indemnify Customer.

12. Limitation of Liability

Disclaimer of Indirect Damages.

IN NO EVENT WILL CUSTOMER OR CVENT (OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, PROVISION OR DISTRIBUTION OF ANY SOFTWARE, SERVICES, CONTENT OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT) BE LIABLE FOR: (i) ANY DAMAGES CAUSED BY THE NEGLIGENCE, INTENTIONAL MISCONDUCT OR UNLAWFUL ACT OR OMISSION OF THE OTHER PARTY (OR THE OTHER PARTY'S CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS); (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES (EXCEPT TO THE EXTENT OF ANY DEFENSE OR INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH UNDER THESE TERMS); OR (iii) EXCEPT FOR LOST BUSINESS, LOST REVENUE OR SIMILAR DAMAGES RESULTING FROM CUSTOMER'S BREACH OF SECTION 4 (SUBSCRIPTION RIGHTS) OR SECTION 8 (OWNERSHIP AND USE OF CONTENT AND DATA), 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, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Damages Cap. EACH PARTY'S LIABILITY UNDER THIS AGREEMENT, OR FOR PROVISION OR USE OF THE SERVICE OR ANY SOFTWARE, CONTENT OR DATA PROVIDED OR COLLECTED IN CONNECTION WITH THE SERVICE, WHETHER FOR CLAIMS ASSERTED BY THE OTHER PARTY (OR BY ITS AFFILIATES, SUPPLIERS, PARTNERS, REGISTERED AGENTS, ASSIGNEES, CLIENTS OR REGISTRANTS) OR FOR INDEMNIFIED THIRD PARTY CLAIMS, 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 THE OTHER PARTY'S ACTUAL DIRECT DAMAGES, NOT TO EXCEED (IN THE AGGREGATE FOR ALL CLAIMS), THE TOTAL ANNUAL AMOUNT PAID OR PAYABLE UNDER THE AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. IF NO FEE IS PAID TO CVENT, CVENT DOES NOT RETAIN ANY LIABILITY.

Exceptions. THE DAMAGES CAP SHALL NOT APPLY WITH RESPECT TO THE FOLLOWING: (I) CUSTOMER'S OBLIGATION TO PAY FEES AND OTHER AMOUNTS SPECIFIED UNDER EACH ORDER FORM (PLUS LATE PAYMENT CHARGES AND COLLECTION COSTS, INCLUDING REASONABLE ATTORNEY'S FEES, INCURRED BY CVENT IN THE EVENT OF CUSTOMER'S NONPAYMENT OF AMOUNTS DUE) AND TO REIMBURSE CVENT FOR THE AMOUNT OF ANY ACTUAL, OUT-OF-POCKET EXPENSES INCURRED WITH CUSTOMER'S PRIOR APPROVAL; (II) COSTS AND DAMAGES INCURRED BY CVENT OR A CVENT SUBSIDIARY IN CONNECTION WITH CUSTOMER'S BREACH OF SECTION 4 (SUBSCRIPTION RIGHTS) OR SECTION 8 (OWNERSHIP AND USE OF CONTENT AND DATA); AND (III) EACH PARTY'S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS.

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.

13. Sensitive Personal Information

Notwithstanding any provision to the contrary in this Agreement, you acknowledge and agree that use of the Cvent Services to transmit, process or store Sensitive High Risk Personal Information (as defined below) is unnecessary for use of the Services and therefore you shall be solely responsible for any such use of the Services by yourself or your employees, agents or subcontractors and Cvent shall bear no risk or liability for same. "Sensitive High Risk Personal Information" shall be defined as: a) the racial or ethnic origin of the data subject; b) his/her political opinions; c) his/her religious beliefs or other beliefs of a similar nature; d) whether he/she is a member of a trade union; e) his/her physical or mental health or condition (except for food allergies or medical contact information), genetic or biometric data; f) his/her sexual life or sexual orientation; g) the commission or alleged commission by him/her of any offense; h) 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; i) 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 j) financial account information (other than payment card information entered securely using Cvent’s online payments module).

14. Laws and Disputes

14.1    This Agreement will be governed by the law of England and Wales and is subject to the exclusive jurisdiction of the English courts located in London, England. 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.

14.2    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.

14.3    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 14 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.
 

15. 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 U.S. mail; (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. 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.

16. 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. 

17. 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.

18. Third Party Rights

The parties acknowledge and agree that a person who is not Cvent or Customer (including an employee, officer, director, agent, representative, or other affiliated third party of Customer or Cvent) has no rights under this Agreement to enforce any term or condition of this Agreement. 

19. Export Compliance

The Software and other technology Cvent makes available, and derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit users to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

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 equipment and Services in whole or in part to its affiliates or any other third party. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

21. Compliance with Anticorruption Laws

21.1    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, the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA") and the UK Bribery Act 2010. 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).

21.2    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:

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.

21.3    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.

22. Press Releases; Customer List

You agree that Cvent may use Your organization’s name and logo to identify You 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.  Additionally, you agree that Cvent may issue a press release identifying you as a Cvent customer, subject to your prior approval which will not be unreasonably withheld or delayed. You may not issue any press release or other public statement regarding the existence, terms or subject matter of any agreement or relationship with Cvent without Cvent’s prior written consent.

23. 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.

24. 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.