Event Cloud Terms of Use

CVENT EVENT CLOUD TERMS OF USE

Last Updated: July 14, 2026

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. These terms, together with the Order Form(s), constitute a legally binding agreement (these “Terms of Use”) between the Customer and Cvent, including any affiliate(s) performing Services for the Customer, that govern the Customer’s right to use Cvent’s Services through the SaaS Solution. Depending on the products and services set forth in the Order Form (and the location where such products and services will be provided), affiliates of Cvent may perform Services for Customer. Customer is advised that these factors determine the Cvent invoicing entity and the tax amounts ultimately invoiced to it, and Customer should carefully review this Agreement (specifically Section 3), its Order Form(s) and each invoice together with its tax advisors.

By accessing the SaaS Solution or any content found on the SaaS Solution, Customer agrees to comply with and to be bound by the Terms of Use, including the policies and guidelines linked (by way of the provided URLs) from these Terms of Use. If Customer does not understand or agree with these Terms of Use, it should not use the SaaS Solution or the Services.

These Terms of Use are incorporated by reference into each Order Form executed by Customer and Cvent. Cvent may amend these Terms of Use at any time in its sole discretion, effective upon posting the amended Terms of Use at the domain or subdomains of http://www.cvent.com where the prior version of the Terms of Use was posted, or by communicating these changes through any written contact method Cvent has established with Customer.

1. DEFINITIONS

Certain capitalized terms are defined in this Section 1, and other capitalized terms are defined in other Section of these Terms of Use.

1.1. “Agreement” means collectively these Terms of Use, Order Forms, and all other attachments and exhibits referenced hereto.

1.2. “AI Features” means tools, services, or functionalities within the SaaS Solution that utilize artificial intelligence—including, but not limited to, generative artificial intelligence and large language models (or LLMs)—to process Inputs and generate Outputs or to perform decision-making, automation, or other actions based on user inputs or contextual data.

1.3. “AI Provider” means any entity, including third-party entities, that supplies artificial intelligence technologies, features, or solutions integrated into Cvent’s products or services. This includes, but is not limited to, vendors whose solutions are based on rule-based systems, decision trees, statistical models, classical machine learning techniques, large language models (or LLMs), deep learning, or other advanced artificial intelligence technologies.

1.4. “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 a 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 this Agreement and any order for Cvent products or services will be deemed the Confidential Information of both Cvent and Customer.

1.5. “Covered Recipient” means any 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.

1.6. “Customer Data” means any materials, information, data, code, content, and other information that Customer, or its employees or agents, collect (or which Cvent collects on behalf of Customer from event attendees or others) or transmit to Cvent via a SaaS Solution, or via another medium for the purpose of display or transmission via the Services. For the avoidance of doubt, Customer Data includes Input and Output.

1.7. “Cvent” means the Cvent legal entity party to these Terms of Use, which is determined by reference to Schedule 1 using the Customer’s ‘ship to’ address on the Order Form. As defined, “Cvent” includes any affiliate(s) performing Services for the Customer.

1.8. “Cvent Content” means the information, documents, software, products and services contained or made available to Customer in the course of using a SaaS Solution.

1.9. “Documentation” means the user instructions, release notes, manuals and online help files regarding the use of a SaaS Solution in the form generally made available by Cvent, as updated by Cvent from time to time.

1.10. “Effective Date” means the date the applicable Order Form is executed by both Parties.

1.11. “Input” means Customer Data provided by Customer as an input for an AI Feature.

1.12. “Order Form” means a document, including SOWs, executed by the Parties, which incorporates by reference the Terms of Use, and describes order-specific information, such as description of Service ordered, Usage Metrics, fees, and milestones.

1.13. “Output” means results such as text, audio, images, code, or other content from the use or application of an AI Feature.

1.14. “Products” means collectively the SaaS Solutions and other software programs (including any associated materials or intellectual property, as well as any updates, improvements, modifications, or changes, and Documentation), Cvent Content, Developed Materials and all toolkits and any other programs provided by Cvent hereunder, training materials, tutorials and related documentation provided by Cvent in connection with the performance of Services.

1.15. “Professional Services” means data conversion, data mapping, implementation, site planning, configuration, integration and deployment of the SaaS Solution, training, project management and other consulting services.

1.16. “SaaS Solution” means a software as a service and other software services identified in the Order Form and associated Support Services and updates thereto, including the AI Features. For the avoidance of doubt, updates may include (i) subsequent releases, excluding Developed Materials, and (ii) bug fixes, patches, error corrections, minor and major releases, non-new platform changes, or modifications or revisions that enhance existing performance, but updates exclude new products, modules or functionality for which Cvent generally charges a separate fee (which are and will remain the sole and exclusive property of Cvent). For the avoidance of doubt, other than with respect to Support Services, service level, uptime, or availability commitments, the “SaaS Solution” includes any evaluation use thereof (e.g. access to or use by a prospective customer for evaluation, demonstration, pilot, proof-of-concept, sandbox, or trial purposes, whether paid or unpaid) and any beta version (e.g. Cvent features, products, modules, or functionality identified by Cvent as alpha, beta, pilot, limited release, preview, or otherwise pre-release, and made available for testing or evaluation purposes)

1.17. “Sanctioned Country” means, at any time, any country, region, or territory which is itself the subject or target of any comprehensive Sanctions by any Sanctions Authority.

1.18. “Sanctioned Person” means any person that is (i) listed on any Sanctions-related list issued by any Sanctions Authority; (ii) operating, resident, or located in, or organized under the laws of, a Sanctioned Country; (iii) owned or controlled by, or acting on behalf of, any such person or persons described in the foregoing clauses (i) or (ii); or (iv) otherwise a subject or target of any Sanctions.

1.19. “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by any Sanctions Authority.

1.20. “Sanctions Authorities” means any of (a) the U.S. government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce, and the U.S. Department of State or (b) the United Nations Security Council, the European Union, any EU Member State, HM’s Treasury of the United Kingdom, Canada or Australia.

1.21. “Sensitive Personal Information” means any personal data that by applicable law, is defined as “special category data” or “sensitive personal data” or similar designation that requires additional protections under law, including, but not limited to biometric data, data about children under 16, citizenship/immigration status, racial or ethnic origin, sexual orientation, religious or philosophical beliefs, political opinion, government issued identification and ID numbers and photocopies of such, financial account number, or credit or debit card number (with or without any required security code, access code, personal identification number or password), health and medical information, precise geolocation, usernames and passwords that would permit access to an online account and other information that, taking into account the context and totality of the information collected, a reasonable person would recognize as being highly sensitive, but excluding, for avoidance of doubt: (i) payment information entered using Cvent’s online payments module, and (ii) contact information such as name, title, company name, mailing address, email address, and phone number, .

1.22. “Services” means collectively SaaS Solutions and Professional Services.

1.23. “SOW” means one or more work orders, work authorizations or statements of work that describe the Professional Services for Customer and mutually executed by the Parties.

1.24. “Subscription Term” means the period during which Customer is authorized to use a SaaS Solution pursuant to an Order Form.

1.25. “Usage Metrics” means the limitation on the usage of a SaaS Solution as designated and/or defined in the applicable Order Form by a term such as the number of users or properties, reports and the like.

2. PURPOSE AND SCOPE

2.1. Purpose. These Terms of Use establish the general terms and conditions for Cvent’s provision of the Services (on behalf of itself and its wholly owned subsidiaries) to Customer and its affiliates identified on the applicable Order Form. Additional terms for the subscription or use of a specific Service are in the applicable exhibits (each a “Product Exhibit”) available at https://www.cvent.com/en/event-cloud-terms-of-use. Each Product Exhibit is only applicable to the Service identified on that Product Exhibit.

2.2. Additional Order Forms. During the Term, Customer may subscribe to or purchase additional Services or otherwise expand the scope of Services granted under an Order Form, upon mutual agreement and execution of a new Order Form specifying details of the foregoing.

2.3. Order of Precedence. These Terms of Use control to the extent they conflict with the terms and conditions of an Order Form or any Product Exhibit, except where the Order Form or Product Exhibit specifically states the intent to supersede a specific portion of these Terms of Use.

3. FEES, TAXES & PAYMENTS

3.1. General. Customer will pay the fees specified in the applicable Order Form within 30 days after the invoice date (or within such other timeframe specified in the invoice) by making payment to the Cvent legal entity listed on the applicable invoice in accordance with the instructions on such invoice. All payments must be by check, wire or ACH unless the Parties agree otherwise in writing. Except where prohibited by law, payments permitted by Cvent via credit or debit card may be subject to additional processing fees per the requirements of the credit card issuer, merchant acquiring bank, or other entity involved in the processing of payments. The exact fee will be specified to Customer at the time of the relevant transaction and may be paid either to Cvent or its payment services provider; Customer hereby consents to such charge being made against the credit or debit card provided by Customer. Cvent may impose a special handling charge of 3-5% if Customer requires Cvent to comply with special invoicing requirements that require Cvent to expend operational time and resources. If Customer does not pay the fees or other charges when they are due, then a finance charge of two percent (2%) per month or the maximum rate allowed by law will be assessed.

3.2. Currency and Taxes. Fees are stated in the currency designated in the applicable Order Form, invoice, or other relevant document. If no currency is specified, fees will be in United States dollars (USD) by default. All fees are exclusive of taxes. Customer is responsible for payment of all applicable sales, use, value added, goods and services or similar taxes (excluding those on Cvent's net income) imposed by a federal, state, provincial, local or other government authority in connection with the provision of the Services.

3.3. Disputed Fees. Customer may reasonably and in good faith dispute an invoiced amount within thirty (30) days after the invoice date, provided that Customer shall promptly pay the undisputed portion of the invoice pursuant to Section 3.1 and may only withhold payment of the disputed portion until the dispute is resolved. The Parties shall negotiate in good faith to resolve any payment dispute within forty-five (45) days.

3.4. Failure to Pay. Failure to make timely payments is a material breach of this Agreement and Cvent may suspend its performance obligations in accordance with the provisions of Section 13.4. Customer shall reimburse Cvent for expenses incurred, including interest and reasonable attorney fees, in collecting amounts due under this Agreement that are not under good faith dispute by Customer. Amounts paid or payable for SaaS Solutions are not contingent upon the performance of any Professional Services. Customer agrees that its subscriptions hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Cvent regarding future functionality or features.

3.5. Overage Fees. If Customer exceeds the Usage Metrics, Customer shall pay as specified in the applicable Order Form, or if not specified using the then-current rates for the applicable SaaS Solution; provided, however, that Customer may purchase additional quantities at its contracted rates as specified in the Order Form at any time prior to exceeding such amounts, in lieu of paying for overages at the then-current rates.

3.6. Travel and Lodging Expenses. If Customer executes an Order Form that includes reimbursable travel and lodging expenses, it shall pay Cvent for any such reasonable expenses at actual cost within 30 days after the invoice date.

3.7. Invoicing Entity. In general, Customer will be invoiced by the Cvent legal entity that executes the Order Form. However, if Customer engages Cvent to provide services in certain geographies:

3.7.1. Cvent may designate an affiliate (each, a “Designated Cvent Affiliate”) to invoice the Customer directly for such services, and the Designated Cvent Affiliate shall be determined by reference to Schedule 1 (using the location where such services are performed, the Customer’s ‘ship to’ address or the location of the applicable Customer event, as specified on the applicable Order Form);

3.7.2. The Designated Cvent Affiliate shall be entitled to issue invoices and receive payment from the Customer for such services performed within the relevant geography; and

3.7.3. Customer acknowledges that it may receive invoices from both Cvent and any Designated Cvent Affiliate.

For the avoidance of doubt, any services provided by a Designated Cvent Affiliate shall be deemed to be services provided by Cvent.

4. SERVICES

4.1. SaaS Solutions.

4.1.1. Subscription Right. Subject to the provisions of this Agreement, Cvent hereby grants Customer for the Subscription Term, a nontransferable, nonexclusive and revocable subscription right, without the right to grant sublicenses, to access and use the SaaS Solutions solely for the internal business purposes of Customer. Customer acknowledges that Cvent has no delivery obligation and will not ship copies of the Products to Customer as part of the SaaS Solutions. Customer agrees that it does not acquire under the Agreement any license to use the Products in excess of the scope and/or duration of the SaaS Solutions. 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.

4.1.2. Subscription Tiers and Usage Metrics. Cvent may offer varying subscription tiers and bundles for its Services. The Documentation will outline the functionality available in each subscription tier. Cvent reserves the right to modify or update subscription tiers in its sole discretion from time to time. Any such modification or update will not alter or change Customer’s active subscription tier, but it may go into effect in a subsequent Term.

Customer understands that the functionality of the Services may vary according to the applicable subscription tier as well as the Usage Metrics designated in the applicable Order Form(s). Usage Metrics provided in the initial Order Form represent minimum amounts that Customer has committed to for the Term. There will be no fee adjustments or refunds for any decrease in usage or Usage Metrics during the Term. If an Order Form specifies a certain number of events, registrants, rooms, emails or other billable instances annually, then this limitation pertains to each term year of the Subscription Term.

4.1.3. Changes and Environment. Access to the SaaS Solution is limited to the version in Cvent’s production environment, accessed via the internet through a Cvent-approved Customer-provided browser. Cvent regularly updates the SaaS Solutions and reserves the right to add and/or substitute functionally equivalent products or features in the event of product unavailability, end-of-life, or changes to software requirements. Cvent reserves the right to (i) make modifications to the Services in order to maintain platform stability, availability, security, and integrity or to generally update and enhance the platform and the Services, and (ii) withdraw, suspend, modify or discontinue any functionality or feature of the platform.

4.1.4. User IDs. Cvent will assign Customer one or more user IDs and passwords that will enable Customer to access a SaaS Solution. Customer shall take reasonable precautions to protect against theft, loss or fraudulent use of these IDs and passwords. Each user ID is unique to the assigned individual (each, an “Authorized User”) and may not be shared with others, including other personnel of Customer. 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 will de-activate inactive users within the application or notify Cvent in writing to deactivate such users if such functionality is not available within the application. Cvent may in its sole discretion deactivate a specific User ID if that User ID has not accessed the Services within six (6) consecutive months. Cvent will promptly reactivate a disabled User ID upon written request from the Customer.

4.1.5. AI Features. AI Features are tools that leverage artificial intelligence to enhance the SaaS Solution. Customer may choose to enable or disable these features at any time. When using AI Features, Customer is responsible for Inputs and Outputs. By submitting an Input to AI Features, Customer grants to Cvent and its affiliates, and to any AI Provider engaged by Cvent, a non-exclusive, worldwide, royalty-free, fully paid, sublicensable license to use, process, transmit, and store such Input as necessary to provide, operate, maintain, and improve the AI Features and related services, subject to the Privacy Policy with respect to any personal information included in the Input. Customer represents and warrants that it has all rights necessary to grant this license for the stated purposes. Customer retains all ownership rights in its Input, except for the limited license granted herein. Customer agrees that Output may not be unique, may contain errors, or may not be suitable for all purposes. Customers must use AI Features in compliance with applicable laws and policies by Cvent and AI Providers.

4.2. Professional Services.

4.2.1. Scope. Cvent will use commercially reasonable efforts to perform the Professional Services described in the applicable SOW. Either Party may propose a change order to add to, reduce or change the work ordered in the SOW. Each change order must specify the changes to the Professional Services or deliverables, and the effect on the time of performance and on the fees owed to Cvent. A change order is not binding until executed by both Parties.

4.2.2. Developed Materials. If agreed in a SOW, Cvent may develop modifications to Products or Cvent Content (“Developed Materials”). Cvent hereby grants Customer, subject to timely payment of applicable fees and charges, and subject to the restrictions in this Agreement, a personal, nonexclusive, non-transferable, revocable subscription for the Subscription Term to use the Developed Materials solely in connection with its use of the SaaS Solutions. Except for the foregoing subscription, no other right in the Developed Materials is granted and the Developed Materials are and will remain the sole and exclusive property of Cvent. For the avoidance of doubt and as set forth in Section 9.1, as between Customer and Cvent, Customer owns all rights, title and interest in and to all Customer Data even if a part of the Developed Materials. Unless specified in an SOW, Cvent does not provide updates or reintegration work required to make Developed Materials compatible with future versions or releases of a SaaS Solution.

4.2.3. Third Party Integration. Professional Services may include providing configurable integrations with various third-party applications (“Connector” or “Connectors”). Cvent hereby grants Customer, subject to timely payment of applicable fees and charges, and subject to the restrictions in this Agreement, a personal, nonexclusive, non-transferable and revocable license for the Subscription Term to use the Connector or Connectors solely in connection with its use of the SaaS Solutions. Except for the foregoing license, no other right in the Connector or Connectors is granted, and the Connector or Connectors are and will remain the sole and exclusive property of Cvent. Configuration, integration, or use of any Connector depends upon (a) Customer’s maintaining an active license and login credentials for the third-party application, and (b) the continuing compatibility and stability of the third party’s application programming interface. Customer understands and agrees (i) except at the point of transmission, Cvent does not control, and cannot guarantee, the performance or the accuracy, completeness or quality of any data in the Connector and (ii) Cvent is not liable for the quality of any third-party data, or any misconfiguration, data corruption or data loss resulting from the use of Connectors or other such integrations after the point of transmission by Cvent.

5. CUSTOMER’S USE

5.1. Acceptable Use. Cvent does not monitor or police the content of communications or Customer Data transmitted through the SaaS Solutions, and Cvent is not responsible for the content of these communications or transmissions. Customer shall use a SaaS Solution exclusively for authorized and legal purposes, consistent with all applicable laws and regulations and Cvent’s privacy policy located at http://www.cvent.com/en/privacy-policy.shtml (the “Privacy Policy”).

5.2. Restrictions. Customer will not and will take reasonable steps to ensure that its Authorized Users do not:

a) license, sublicense, sell, resell, transfer, rent, lease, assign (except as provided in Section 14.8, Assignment), distribute, disclose or otherwise commercially exploit (whether through disproportionate use, usage beyond commercially reasonable limits or otherwise) or make available to any third party the Products or Services;

b) copy, record, extract, scrape, modify or make derivative works based upon the Products or Services;

c) “frame” or “mirror” the Products or Services on any other server or device;

d) access the Products or Services for any benchmarking or competitive purposes or use the Products or Services for application service provider, timesharing or service bureau purposes, or any purpose other than its own internal use;

e) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Products or Services, which, for the avoidance of doubt, includes activity with respect to the AI Features such as prompt injection attacks, adversarial inputs, jailbreak attempts, or any technique intended to bypass security controls, content safeguards, or model behavior constraints of the AI Features;

f) remove, obscure or modify a copyright or other proprietary rights notice in the Products or Services;

g) use the Product or Service to send or store infringing, obscene, threatening, libelous or otherwise unlawful material, including material that violates third-party privacy rights;

h) use the Product or Service to create, use, send, store or run material containing software viruses, worms, Trojan horses or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Products or Services;

i) attempt to gain or permit unauthorized access to the Products or Services, any component thereof, or related systems or networks, including conducting penetration testing, denial of service attacks or engaging in similar efforts or performing any intrusive or non-intrusive scans;

j) take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the SaaS Solutions) operated by us or on our behalf or the SaaS Solutions;

k) use the Products or Services other than in compliance with all applicable laws and regulations;

l) use the Products or Services in a manner or for a purpose that is deceptive, or that infringes, misappropriates or otherwise violates the intellectual property rights of a third party;

m) use the Cvent Content for any purpose other than in conjunction with the Products or Services as expressly provided for in this Agreement or license, sublicense, sell, resell, transfer, rent, lease, assign, distribute, disclose, or otherwise commercially exploit or make available to any third party the Cvent Content; or

n) knowingly permit or assist any other party to do any of the foregoing.

5.3. No Spamming or Unsolicited Commercial Email. Customer will not use the Services for illegal activities or junk mail, chain letters, pyramid schemes, phishing, "spam" or other unsolicited emails to any person who has not given specific permission to be included in such a process. Without limiting the generality of the foregoing, Customer is required to comply with the United States' Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 ("CAN-SPAM Act"), the Privacy and Electronic Communications Directive 2002 (EU), the Unsolicited Electronic Communications Policy (Dubai), the Spam Control Act 2007 (Singapore), the Dutch Communications Act, Gesetz gegen den unlauteren Wettbewerb (UWG) ("Unfair Competition Act") (Germany), PIPEDA and Fighting Internet and Wireless Spam Act (Canada), the Spam Act 2003 (Australia) or the anti-spam or similar laws, and, in each case, including the rules and regulations promulgated thereunder, in the applicable jurisdiction. All email messages sent from Cvent, including invitations, reminders and confirmations, must include Customer’s identity as the sender, contain a valid physical posting address, an "unsubscribe" link that allows subscribers to remove themselves from Customer’s email messages, notice that the message is an advertisement or solicitation, and otherwise comply in all other respects with applicable law. Customer will actively manage, and process unsubscribe requests received by it directly as soon as reasonably practicable and no later than the time period specified under applicable law and update its email lists and address books to reflect the unsubscribe requests. Cvent reserves the right to immediately suspend or terminate Customer’s access to the Services in the event of Customer’s violation of this Section 5.3. Customer is still responsible for full payment of its Order Form even if its access to the Services is terminated in accordance with this Section 5.3.

5.4. Breach by Authorized User. Any failure by an Authorized User to comply with this Agreement is deemed to be a breach by Customer, and Cvent shall not be liable for any damages incurred by Customer or any third party resulting from such breach. Customer shall immediately take all necessary steps, including providing notice to Cvent, to effect the termination of an access ID for any Authorized User if there is any compromise in the security of that access ID or if unauthorized use is suspected or has occurred.

5.5. Server Location. Customer acknowledges that Cvent has servers located in the United States and Europe only and that the SaaS Solutions are not intended to be used by Customer or third parties in any country which requires an individual’s personal data to remain on servers located in that country. Customer represents and warrants that it will use the Service in compliance with all such applicable data privacy localization requirements.

5.6. No Sensitive Personal Information. Customer acknowledges and agrees that use of the Services does not fundamentally require Customer to collect, provide, or process any Sensitive Personal Information to or through the SaaS Solutions and Cvent shall have no liability to Customer or its representatives, users or any other party related to any Sensitive Personal Information. Customer shall not (and shall ensure that its representatives and users do not) upload, provide or submit any Sensitive Personal Information to the SaaS Solutions, except for data inputted into encrypted fields designated by Cvent specifically for certain enumerated types of Sensitive Personal Information. Cvent may upon notice suspend all or portion of Customer’s or its users’ access to the SaaS Solutions if Cvent has a good faith belief that Customer or its users has breached the restrictions in this Section.

5.7. Third Party Content. Third party data, content, materials or software (“Third Party Content”) published on the Cvent website or otherwise made available through a SaaS Solution may be subject to third party licenses, and these 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. SUPPORT.

6.1. Obligations. Support services provided by Cvent as part of a SaaS Solution include (i) technical support and workarounds so that the SaaS Solutions operate in material conformance with the Documentation, and (ii) the provision of updates thereto, if and when available (collectively, “Support Services”).

6.2. Exceptions to Support. Cvent does not provide Support Services with respect to: (i) a SaaS Solution that have been altered or modified by anyone other than Cvent or its licensors; (ii) a SaaS Solution used other than in accordance with the Documentation; (iii) Professional Services, (iv) Developed Materials, (v) errors or malfunction caused by Customer’s failure to comply with the minimum system requirement documentation as provided by Cvent or by Customer’s use of non-conforming data, or (vi) errors and malfunction caused by any systems or programs not supplied by Cvent.

6.3. Training. Customer shall ensure that all users receive initial training services sufficient to enable Customer to effectively use the SaaS Solution. Failure to do so could result in additional fees if service requests are deemed excessive as a result of insufficient training, at Cvent’s discretion. In addition, during the Term of this Agreement, Customer agrees that its authorized system users are required to complete online training related to the SaaS Solution purchased hereunder within 30 days of the creation of his or her authorized user ID, and subsequently complete Cvent’s free certification within 6 months of the creation of the user ID.  If any user fails to complete the foregoing in a timely manner, then Cvent reserves the right to restrict direct support access and/or revoke any discounts granted herein.

7. SECURITY STANDARDS AND SAFEGUARDS.

7.1. Payment Cards. Cvent shall maintain safeguards against the destruction, loss or alteration of payment card information that is in the possession of Cvent and stored in a Cvent platform by implementing the applicable information security controls as set out in the then current version of the Payment Card Industry Data Security Standard (“PCI DSS”), or the immediately preceding version of PCI DSS to the extent still permitted by PCI authorities.

7.2. Personal Data. Cvent shall maintain commercial safeguards against the unauthorized destruction, disclosure or alteration of Customer personal data that is in the possession of Cvent. Upon Customer’s written request, Cvent shall provide Customer with a current copy of its Letter of Attestation with respect to its system architecture and vulnerability from an independent third-party assessor and a summary of SOC-2 (or substantially similar) audit report, as applicable.

7.3. Data Protection Agreement. Customer and Cvent will comply with all applicable privacy laws and regulations and will provide help and cooperation to the other as is reasonably necessary or requested to comply with these laws and regulations. The terms of the data processing addendum located at https://www.cvent.com/en/cvents-data-privacy-agreement are incorporated into these Terms of Use.

8. WARRANTIES AND DISCLAIMERS.

8.1. THE PARTIES ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY STATUTORY PROVISIONS RELATING TO THE SALE OR SUPPLY OF GOODS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED CONDITIONS, WARRANTIES, OR OBLIGATIONS ARISING UNDER APPLICABLE SALE OF GOODS OR CIVIL CODES, ARE EXCLUDED FROM AND DO NOT APPLY TO THIS AGREEMENT. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CVENT DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTY REGARDING THE SERVICES, INCLUDING AS TO THEIR RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS. ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR BY STATUTE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8.2. USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SAAS SOLUTIONS AND CUSTOMER DATA. ACCORDINGLY, CVENT CANNOT AND DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION 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.

9. PROPRIETARY RIGHTS

9.1. Cvent’s Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, Cvent reserves all rights, title and interest in and to the Products, Services and Developed Materials (including all components, derivatives, modifications and enhancements), including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. Cvent alone shall own all rights, title and interest in and to any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating thereto. Customer acknowledges and agrees any software and any Developed Materials Cvent creates pursuant to this Agreement are not and will not be considered as “works made for hire,” “joint works of authorship,” or any other similar designation under applicable law.

9.2. Customer Data. As between Customer and Cvent, Customer owns all rights, title and interest in and to all Customer Data. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Customer Data, and warrants that it has and will have all rights and consents necessary to allow Cvent to use this data as contemplated by this Agreement. Customer hereby grants to Cvent during the Subscription Term a royalty-free, fully-paid, non-exclusive, non-transferable (except as set forth in Section 14.8), sub-licensable, worldwide right to use and process Customer Data solely for the purpose of providing to Customer the Products and Services and any other activities expressly agreed to by Customer.

9.3. Aggregate Data. Subject to the terms of this Section 9, Customer acknowledges and agrees that Cvent may use all data inputted into or collected by the SaaS Solutions, including but not limited to data related to Service utilization and Customer Data, on an aggregated and anonymous basis (collectively, “Aggregate Data”) in compliance with applicable laws and the Privacy Policy to provide the SaaS Solutions and for any commercial purposes, including distribution to other Cvent customers and for the preparation and distribution of benchmarking, research, and analytical materials. Aggregate Data must not identify Customer as the source of any specific data or finding, nor will it include any personally identifiable information of any individual users. 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.

10. CONFIDENTIALITY.

10.1. Obligations. The receiving Party shall not disclose or use any Confidential Information of the disclosing Party for any purpose outside the scope of this Agreement, except with the disclosing Party's prior written permission. Each Party shall protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). If the receiving Party is compelled by law to disclose Confidential Information of the disclosing Party, it shall provide the disclosing Party with prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at disclosing Party's cost, if the disclosing Party wishes to contest the disclosure.

10.2. Remedies. The disclosing Party has the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin any actual or threatened breach of this Section 10.

10.3. Exceptions. The receiving Party will not be obligated under this Section 10 for any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (ii) was known to the receiving Party prior to its disclosure by the disclosing Party; (iii) was independently developed by the receiving Party without use of or reference to any Confidential Information or breach of any obligation owed to the disclosing Party; or (iv) is received from a third party without restriction and without breach of any obligation owed to the disclosing Party.

10.4. Prior Non-Disclosure Agreement. Any existing non-disclosure agreement entered into by the Parties is hereby superseded and replaced by the terms in this Section 10, which will govern all disclosures and exchanges of Confidential Information made by the Parties previously under that agreement.

11. INDEMNIFICATION

11.1. Customer Indemnity. Customer shall: (a) defend Cvent, at Customer’s expense, against any claim or lawsuit by a third party (a “Claim”) against Cvent to the extent arising out of (i) Cvent’s use of the Customer Data in connection with the provision of the Services, including Claims with respect to the ownership of intellectual property, (ii) Customer’s misuse of Customer Data; (iii) Customer’s breach of Section 5; or (iv) Customer’s breach of Section 14.2, 14.3, or 14.4; and (b) pay any damages, costs, and reasonable attorneys’ fees awarded against Cvent for such Claim or any amounts agreed by Customer and the claimant for the settlement, provided that Customer will not settle any Claim that imposes any liability or obligation on Cvent (other than the payment of money for which Customer is responsible) without Cvent’s prior written consent. Cvent will promptly notify Customer of any Claim and reasonably cooperate in the defense of the Claim.

11.2. Procedures. The Party seeking indemnity (the “Indemnified Party”) must: (a) notify the other Party (the “Indemnifying Party”) promptly in writing of the Claim, specifying the nature of the Claim and such relief as is sought therein; (b) tender to the Indemnifying Party sole control of the defense or settlement of the Claim at the Indemnifying Party’s expense, provided, however, the Indemnifying Party may not settle a Claim in a manner that would have an adverse impact on the business of the Indemnified Party without receiving the prior written consent of the Indemnified Party; and (c) cooperate and, at the Indemnifying Party’s expense, assist in the defense of the Claim. The Indemnified Party will have the right to participate at its own expense in any Claim or related settlement negotiations using counsel of its own choice.

12. LIMITATION OF LIABILITY.

12.1. LIMITATIONS OF LIABILITY. 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. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY APPLICABLE LAW, INCLUDING, WHERE RELEVANT, LIABILITY FOR WILLFUL INTENT, GROSS NEGLIGENCE, OR UNDER ANY APPLICABLE PRODUCT LIABILITY LAWS, OR FOR ANY STATUTORY GUARANTEES THAT CANNOT BE EXCLUDED.

EXCEPT AS SET OUT IN THIS CLAUSE 12.1 AND TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY’S TOTAL AND AGGREGATED LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT; PROVIDED THAT THE LIABILITY CAP IN THIS PARAGRAPH DOES NOT APPLY TO (A) THE SITUATIONS DESCRIBED IN THE FIRST PARAGRAPH OF THIS SECTION 12.1 ABOVE; (B) CUSTOMER’S OBLIGATION TO PAY FEES OWED UNDER THIS AGREEMENT; or (C) CUSTOMER’S INDEMNIFICATION OBLIGATIONS AS SET FORTH UNDER SECTION 11 OF THIS AGREEMENT. THESE LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES AND WILL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY SPECIFIED REMEDIES.

12.2. EXCLUSION OF DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE CAUSE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES.

12.3. ACKNOWLEDGEMENT. THE FEES CHARGED UNDER THIS AGREEMENT REFLECT THE OVERALL ALLOCATION OF RISK BETWEEN THE PARTIES, INCLUDING BY MEANS OF THE LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES DESCRIBED IN THIS AGREEMENT. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND A MODIFICATION OF THESE PROVISIONS WOULD AFFECT SUBSTANTIALLY THE FEES CHARGED BY CVENT. IN CONSIDERATION OF THESE FEES, CUSTOMER AGREES TO THIS ALLOCATION OF RISK AND HEREBY WAIVES ANY RIGHT, THROUGH EQUITABLE RELIEF OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION OF THESE PROVISIONS OR ALLOCATION OF RISK.

13. TERM AND TERMINATION

13.1. Term. Unless this Agreement is earlier terminated in accordance with Section 13.3, this Agreement commences on the Effective Date and continues until the later to occur of: (i) the fifth anniversary of the Effective Date, or (ii) the expiration of the Subscription Term of the last outstanding Order Form (“Term”). If the Subscription Term of an Order Form is for multiple years, the specified annual fees are due in advance in each year of the Order Form, or as otherwise specified on the Order Form.

13.2. Renewal. An Order Form will renew automatically at the end of its Subscription Term if specified thereon, subject to Customer’s provision of timely notice of nonrenewal as specified in the applicable Order Form.

13.3. Termination. Either Party may terminate this Agreement immediately upon written notice at any time if: (i) the other Party commits a non-remediable material breach of this Agreement, or if the other Party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching Party within 30 days of being notified in writing of the breach; (ii) the other Party ceases business operations; or (iii) the other Party becomes insolvent, generally stops paying its debts as they become due or becomes the subject of an insolvency or bankruptcy proceeding. Termination of this Agreement by either Party will not limit a Party from pursuing any other remedies available to it, including injunctive relief, nor will termination release Customer from its obligation to pay all fees that Customer has agreed to pay under this Agreement. If Cvent terminates this Agreement for Customer’s non-payment, Customer agrees to pay to Cvent the remaining value of the then-current term (that Customer acknowledges as liquidated damages reflecting a reasonable measure of actual damages and not a penalty) that will become due during the canceled portion of such term. Where a party has rights to terminate, the non-breaching party may at its discretion either terminate the entire Agreement or the applicable Order Form or SOW. Order Forms and SOWs that are not terminated shall continue in full force and effect under the terms of this Agreement.

13.4. Suspension. Cvent may immediately restrict or suspend access to the Services if Cvent becomes aware of, or reasonably suspects, any breach of this Agreement by Customer or its authorized users that may violate applicable laws, cause damage to Cvent or its platform or negatively affect other Cvent customers. Cvent may remove any violating Customer Data posted or transmitted through a SaaS Solution. Cvent will act in good faith and use reasonable efforts to notify Customer via phone or email before initiating suspending or restricting any Service. Customer is still responsible for full payment of the Order Form(s) even if access to the Services is suspended or terminated for any breach of this Agreement.

13.5. Return of Data. Upon Customer’s written request made within 30 days after the effective date of expiration or termination of this Agreement, Cvent will make available to Customer for download a file of Customer Data in its then current format. After this 30-day period, Cvent has no obligation to maintain or provide any Customer Data and shall, unless legally prohibited, delete all Customer Data maintained in its production systems, provided Cvent may retain archival copies of Customer data on backup media for a reasonable period of time not to exceed one (1) year following expiration or termination of any Order Form.

14. MISCELLANEOUS

14.1. Force Majeure. A Party will be excused from performance under this Agreement for any period of time that the Party is prevented from performing its obligations hereunder as a result of an act of God, criminal acts, distributed denial of service attacks, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, war, utility or communication failures, or other cause beyond the Party’s reasonable control. Both Parties shall use reasonable efforts to mitigate the effect of a force majeure event.

14.2. Trade Compliance. Customer represents, warrants and covenants that: (i) none of it, its subsidiaries, and their respective directors, officers, and, to the Customer’s knowledge, employees, agents, and representatives, nor any financial institutions used by Customer to pay Cvent under this Agreement, are Sanctioned Persons; and (ii) it will not allow the Service to be used by any Sanctioned Person. Any violation of this Section is a material breach of this Agreement, and, in the event of such violation, Cvent may immediately terminate this Agreement for breach upon notice and Customer shall not be entitled to any refund or credit based on Fees paid hereunder prior to such termination.

14.3. Compliance With Anticorruption Laws. Customer agrees that neither it, nor any of its officers, directors, employees, subsidiaries, affiliates, agents, representatives nor any other person acting on its behalf in connection with this Agreement, will violate any applicable anti-corruption or anti-bribery laws, statutes or regulations of any country. This includes, but is not limited to, the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, the Canadian Corruption of Foreign Public Officials Act, as amended, the Singapore Prevention of Corruption Act, the German Criminal Code (Strafgesetzbuch), the Dutch Criminal Code (including but not limited to Articles 177, 177a and 363), and any other relevant anti-corruption or anti-bribery legislation.

Customer warrants that it will not directly or indirectly engage in any bribery, extortion, kickbacks, commercial bribery or other unlawful or improper means of conducting business, nor will it create or submit any false, inaccurate, or misleading invoices or other business documents related to this Agreement. Customer further warrants and covenants that it and its officers, directors, employees, agents and representatives have not violated, and will strictly comply with all applicable anti-corruption and anti-bribery laws, statutes and regulations of any country that prohibit offering, paying, promising to pay, or authorizing the payment of any money, or offering, giving, promising to give, or authorizing the giving of anything of value, directly or indirectly to any Covered Recipient for a Prohibited Purpose.

For purposes of this Section, “Prohibited Purpose” means assisting any party to obtain or retain business, to secure an improper advantage, or to direct business to any person, by: (i) influencing any act or decision of a Covered Recipient in such Covered Recipient’s official capacity; (ii) inducing a Covered Recipient to do or omit to do any act in violation of such Covered Recipient’s lawful duty; (iii) securing any improper advantage; or (iv) inducing a Covered Recipient to use their influence with a 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.

14.4. Boycotts. Cvent is subject to US antiboycott laws and regulations that prohibit it from cooperating with international economic boycotts in which the US does not participate. Neither the Customer nor any officer, director, employee, subsidiary, affiliate, agent, representative or other person working on its behalf has made or will make any request that Cvent refuse to do business with, discriminate against or furnish information about any entity in violation of the US antiboycott laws and regulations.

14.5. Waiver. The delay or failure of a Party at any time to enforce a right or remedy available to it under this Agreement with respect to any breach or failure will not be construed as a waiver with respect to that breach or failure or any other breach or failure.

14.6. Headings. The headings used in this Agreement are for reference only and do not define, limit, or otherwise affect the meaning of any provisions hereof.

14.7. Severability. If any provision of this Agreement is held invalid or unenforceable by a court, this Agreement will be construed as if not containing the invalid or unenforceable provision, and the rights and obligations of Customer and Cvent shall be construed and enforced accordingly.

14.8. 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 under this 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 Service in whole or in part to a Cvent affiliate. Any purported assignment or transfer in violation of this Section 14.8 is void.

14.9. Relationship of the Parties. Each Party is an independent contractor in the performance of this Agreement and is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection with this Agreement.

14.10. Governing Law. The laws that will apply in the event of any dispute or lawsuit arising out of or in connection with these Terms of Use, and the procedures applicable to, and courts that have jurisdiction over, any such dispute or lawsuit, shall be as set forth in the table below. The parties agree that the Uniform Computer Information Transactions Act does not apply to these Terms of Use or orders placed under it, and that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms of Use. Each party waives its right to a trial by jury for all matters or disputes arising from this Agreement.

14.11. Dispute Resolution. In the event of any controversy, dispute, or claim arising out of, or relating to, these Terms of Use or the relationship between the parties, then prior to commencing any action in the venue set forth under Section 14.10, each party shall first provide prior written notice of such to the other party 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 participates 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.

14.12. Entire Agreement; Counterparts. This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior agreements on the same subject matter. It governs all disclosures and exchanges of Confidential Information made by the parties prior to the Effective Date. This Agreement may not be amended except by a written document signed by both Cvent and Customer. All pre-printed or standard terms of any Customer purchase order or other business processing document are hereby rejected and will have no force or effect. The language of this Agreement is English, and only the English-language version may be used to represent this Agreement’s terms. If this Agreement is translated into another language, the English-language version shall prevail in the event of any conflict, ambiguity, addition or discrepancy between the English version and any translation. This Agreement and any SOW may be executed in counterparts and via facsimile, email or other electronic means, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.

14.13. Use of Agents. Cvent may designate an agent or subcontractor to perform certain tasks and functions under this Agreement. However, Cvent will remain responsible for performance of its duties under this Agreement.

14.14. DMCA Takedown Notice. To the best of Cvent’s knowledge, all material published by Cvent on its web pages and other media properties are done in full agreement with the original copyright owners. If Customer comes across a situation where Customer suspects that this may not be the case, in accordance with the Digital Millennium Copyright Act (the “DMCA”), Customer shall contact Cvent in accordance with the information set forth at https://www.cvent.com/en/company/legal under the heading “Intellectual Property.” In accordance with the DMCA, Cvent reserves the right to terminate or disable, in appropriate circumstances and at Cvent’s sole discretion, Customer's account if Customer is determined to be a repeat infringer by publishing material other than in full agreement with the original copyright owner/s.

14.15. Publicity. Customer agrees that Cvent may identify Customer as a recipient of Services and use its logo in sales presentations, marketing materials and press releases provided that Cvent uses Customer’s logo in accordance with Customer’s logo guidelines.

14.16. Notices. Any notice required or permitted under this Agreement or required by law must be in writing and must be: (i) delivered in person; (ii) delivered by electronic mail to the address listed on the applicable Order Form; (iii) sent by first class registered mail, or air mail, as appropriate; or (iv) sent by an internationally recognized overnight air courier, in each case properly posted and fully prepaid to the contact person specified in the Order Form. Notices will be considered to have been given at the time of actual delivery in person, two (2) business days after deposit in the mail, or one (1) day after delivery to an overnight air courier service, provided in each case that delivery in fact is affected. Either Party may change its contact person or address for notices by means of notice to the other Party given in accordance with this Section.

14.17. Third-Party Rights. The Parties acknowledge and agree that no person who is not a party to this Agreement (including without limitation, any employee, officer, director, agent, representative, or other third party associate of either Party) shall have any rights to enforce any term or condition of this Agreement.

14.18. Survival. Sections 5, 8, 9, 10, 11, 12, 13.3, 13.5, and 14 (along with all applicable definitions) will survive termination of this Agreement.

Schedule 1