Product Exhibits - Supplier & Venue Solutions

Additional Terms and Conditions for CSN Advertising, Cvent White Label Search, Cvent White Label RFP Form

Last Updated: July 22, 2024

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of CSN Advertising, Cvent White Label Search, Cvent White Label RFP Form and Wedding Sport Advertising and their associated Services. 

1. Scope of Services

1.1           These Terms apply to the CSN Advertising, Cvent White Label Search, Cvent White Label RFP Form and Wedding Spot Advertising. Customer is also referred to as “Supplier” for the purposes of this Product Exhibit. 

1.2           Suppliers of meeting space such as hotels and other venues, as well as hotel representation, management or franchise companies acting on behalf of hotels and venues, and companies that provide services to meeting and event planners (collectively referred to hereafter as "Suppliers") may subscribe to one of the advertising products  as set forth in the table below,* in accordance with the pricing set forth in the Order Form. 

1.3         The Basic Listing allows for the transmission of responses to meeting and event planner RFPs and other related communications among meeting and event planners and Suppliers and includes a basic advertisement to display a Supplier’s venue or service (hereafter called "Basic listing").  Suppliers can also upgrade their Basic Listing to one of the higher level of Listings set forth below by purchasing additional forms of paid advertisements (also referred to as “Listings”) from Cvent. 

1.4         All Listings of the Supplier Network includes all of the functionality and features of the Basic Listing. In addition, a variety of additional functions and features that provide Suppliers with a more robust set of account management and RFP-related tools may be available as set forth below, based on the applicable Listings as designated on the Order Form. Cvent reserves the right to update the below features/terms from time-to-time in its sole discretion, effective upon posting the amended Terms at the domain or subdomains of http://www.cvent.com where the prior version of the Terms was posted or by communicating these changes through any written contact method Cvent has established with Supplier, including email communications or posting on Cvent’s website. Listings on Cvent White Label Search follow the functionality and features outlined for 4 Diamond in the table below. 

Markets: North America Platinum, North America Elite, North America Tiers 1-3 (collectively “North America”*); LATAM Tiers 1-2, Europe/UK Elite, Europe/UK Tiers 1-3, AAMEA Elite, AAMEA Tiers 1-3 (collectively, “International”**)***

***Tiers will be determined by Cvent in its sole discretion based upon, among other factors, the geographic location of the Supplier, and Cvent reserves the right to update Supplier's classification from time to time.

2. Supplier Room Data

2.1         Within thirty (30) days of Cvent's request, Supplier and Cvent agree to exchange data concerning all rooms and conference space booked by Supplier through its use of the Services, including but not limited to RFP metrics and room night data ("Supplier Room Data"). Cvent and Supplier agree to work cooperatively and in good faith to ensure the accuracy of the Supplier Room Data and to develop a mutually agreeable operational mechanism to exchange the same on a quarterly or other more frequent basis.  

2.2         Supplier hereby acknowledges and agrees that, notwithstanding anything to the contrary in this or any other agreement between the parties, Cvent may share Supplier Room Data with the following third parties having a legitimate need-to-know or having an otherwise valid business purpose for viewing the Supplier Room Data: (i) any authorized Supplier Affiliate, representative, agent, or unaffiliated third party (subject to the third party’s execution of a separate non-disclosure agreement with Cvent); and (ii) Supplier’s corporate flag entity, management company, ownership group, advertising agency, or individual hotel property.

2.3.  Supplier acknowledges that Cvent needs the content provided by Supplier to provide the Services and Supplier hereby grants Cvent a worldwide, royalty free, non-exclusive, perpetual (for the duration of the term of the Agreement) and irrevocable (for the duration of the Agreement), licenses Supplier Room Data to Cvent for the term of the Agreement. 

3.   Supplier Affiliates

3.1        Supplier acknowledges and agrees that if Supplier is affiliated with a hotel representation company, hotel management company, hotel chain or franchise, and/or is a member of a hotel association (each such company, franchise or association referred to hereinafter as a “Supplier Affiliate”), Supplier may have authorized such Supplier Affiliate to take certain actions on Supplier’s behalf including without limitation soliciting, receiving and/or responding to RFPs. Supplier and Supplier Affiliate each understand and agree that they are jointly responsible for keeping Cvent informed of the existence and status of the Supplier Affiliate relationship, and any changes thereto, and agree that Cvent may (but is not obligated to) treat a Supplier Affiliate as authorized by Supplier to solicit, receive and respond to RFPs on behalf of Supplier and to perform other customary functions of Supplier Affiliates unless and until Cvent has received written authorization with respect to such Supplier Affiliate. 

3.2         Supplier and Supplier Affiliate each represent and warrant that use of the Services by Supplier, and/or by Supplier Affiliate on behalf of Supplier, does not and shall not violate the terms and conditions of any agreement between Supplier and Supplier Affiliate. All aspects of Supplier’s relationship with a Supplier Affiliate, including without limitation whether and to what extent a Supplier Affiliate is authorized to use the Services on behalf of Supplier and/or to receive any referral fee for RFPs awarded to Supplier which originate with Supplier Affiliate, must be managed directly between Supplier and Supplier Affiliate. 

3.3         Supplier and Supplier Affiliate shall each be jointly and severally liable and agree to defend, indemnify and hold Cvent harmless from and against any and all liabilities, damages and costs incurred by Cvent in connection with any dispute between Supplier and Supplier Affiliate.  Supplier and Supplier Affiliate agree that, unless otherwise agreed in writing between Cvent and Supplier, any changes to Supplier’s relationship with a Supplier Affiliate shall not alter or reduce Supplier’s payment or other obligations hereunder during the remainder of the Term of any Order Form and such Order Form shall continue to apply to the same Supplier property (and will not be transferred to another Supplier property or to Supplier Affiliate) during the remainder of the Term of such Order Form.  In the event that any change to the ownership, management or franchise affiliation of a Supplier requires Supplier to rebrand or otherwise alter its listing on the Services, Cvent will work in good faith with Supplier to make the necessary changes within ten (10) business days after receiving reasonable electronic notice of such required change.

4. Paid Advertisements in CSN Advertising

4.1      General. For Suppliers that elect to purchase Advertising from Cvent, including Diamond Plus and Search Ads, Display Ads, Content, and Group Business Webpages, Cvent agrees to provide advertising placement during the applicable Term of an Order Form at the rates set forth therein. Eligibility for the Convention and Visitor’s Bureau copy feature require purchase of a Cvent Diamond Listing or Marketing Bundle. Supplier’s upgraded venue listing(s) will be displayed within the Services during the Term specified in the Order Form provided Cvent has received the necessary Supplier Content in an acceptable format two business days prior to the Term start date. If Supplier Content is received later than that, the advertisements will go live on the Services website two business days following the day Cvent receives the Supplier Content. This will not modify the Term end date. Supplier acknowledges and agrees that Cvent may use the content from Supplier profile if Supplier fails to provide Cvent with Supplier Content prior to the applicable content deadline. Provided that Cvent shall not downgrade Supplier’s listing during the Term of the applicable Order Form, Cvent reserves the right, at its sole discretion, to change the number and organization of premium listings in each geographical area, as well as the organization and layout of search pages, regional and destination landing pages and other Services pages which may contain supplier advertisements, at any time without prior notice. 

4.2      Suggested Ads. Suggested Ads are comprised of a package of RFP units and placements of Supplier’s advertising, provided at the rates set forth in the Order Form, and displayed until the earlier to occur of: (a) a click-through of Supplier’s Suggested Ad and submission of the RFP through the Cvent Services corresponding to the number of RFP units purchased by Supplier; or (b) upon expiration of the Term set forth in the Order Form. Cvent will provide to Supplier the Suggested Ad placement subject to available inventory at the time the Order Form is mutually executed.  The number of RFP units exhausted will be calculated solely based on records maintained by Cvent and in accordance with the following methodology: (a) a click-through of Supplier’s Suggested Ad and submission of the RFP through the Cvent Services = one (1) RFP unit; and (b) a click-through of Supplier’s Suggested Ad and submission of the RFP through the Cvent Services and the RFP is awarded to Supplier = the following number of RFP units based on the number of room nights in the awarded RFP:

(each of the foregoing, an “RFP-related Event”).  No other measurements or statistics of any kind shall be accepted by Cvent or have any effect under this Agreement.

4.3         Suggested Ads with Booster.  Suggested Ads with Booster are comprised of a package of RFP units and placements of Supplier’s advertising, each with a “booster” which is based upon Supplier’s need dates, and which will be displayed until the earlier to occur of (i) the RFP leads purchased by Supplier have been exhausted; or (ii) upon expiration of the Term set forth in the applicable Order Form. Cvent will provide to Supplier the Suggested Ad placement subject to available inventory at the time the Order Form is mutually executed.  The number of RFP units exhausted will be calculated solely based on records maintained by Cvent and in accordance with the methodology for Suggested Ads set forth in Section 11.2 above, provided, however, that where the RFP matches the Supplier’s need dates, an additional two (2) RFP units will be exhausted. No other measurements or statistics of any kind will be accepted by Cvent or have any effect under this Agreement. If Supplier’s account does not contain enough RFP units to allow for the completion of an RFP-related Event, Supplier agrees that Cvent will credit Supplier’s account with enough RFP units to complete the transaction and that Cvent will be entitled to charge Supplier for any such credited RFP units. To the extent that Cvent invoices Supplier for any RFP units credited to Supplier’s account, Supplier will pay such invoice as set forth in the Agreement.

4.4         Diamond and Diamond Plus Ads.  Diamond and Diamond Plus Ads may be configured for desktop and/or mobile browsers and are offered subject to available inventory at the time the Order Form is mutually executed.

4.5       Retargeting Ads.  Retargeting Ads are comprised of a specified number of “views” or clicks.  For Videos of a Supplier-provided video at the rates set forth in the Order Form and displayed until the earlier to occur of: (a) exhaustion of the views purchased by Supplier or (b) upon expiration of the Term set forth in the Order Form. Cvent will provide to Supplier the Video Ad placement subject to available inventory at the time the Order Form is mutually executed.  For purposes of this Agreement, a “view” means fifteen (15) or thirty (30) seconds of viewer “watch time,” depending upon the ad unit purchased. The number of views exhausted shall be calculated solely based on records maintained by Cvent.  No other measurements or statistics of any kind shall be accepted by Cvent or have any effect under this Agreement. Cvent is entitled to approve or reject Supplier’s video in its sole and exclusive discretion. Suppliers have the option to target their Video Ads to certain specified locations and to manage views on a monthly basis. Unless set forth otherwise in the Order Form, Suppliers purchasing a Video Ad will be charged an annual set-up fee, as set forth in an applicable Order Form, which is designed to recover the costs associated with the collection of creative elements, implementation of the video re-targeting, and the monitoring and tracking of Video Ad performance.

4.6          Destination Guide.  Supplier agrees to provide the necessary marketing collateral and other creative Supplier Content for each Destination Guide advertisement in accordance with the following rules: (i) content which is to be posted to the Destination Guide on the first day of the month must be received by Cvent not later than the 15th day of the preceding month. (ii) Supplier Content which is to be posted to the Destination Guide on the 15th day of the month must be received by Cvent not later than the last day of the preceding month.  If Supplier fails to provide the necessary Supplier Content before the applicable deadline, (iii) the Term of the Destination Guide advertisements will not be extended to accommodate the delay; (iv) Supplier will not be entitled to receive a refund of any portion of the applicable fee(s); and (v) the advertisement will be placed in the Destination Guide in the next semi-monthly release.  Cvent agrees, upon Supplier’s reasonable request and without additional charge (not more than once quarterly), to upload revised Supplier Content provided by Supplier to a Destination Guide advertisement in connection with a promotional event for a property.  Supplier agrees that Cvent may charge a USD $100 administrative fee for each such request which is more frequent than quarterly, or which is not based on a promotional event. Cvent may charge a professional services fee of USD $250 per hour (with a two-hour minimum) for the creation of marketing collateral or other creative Supplier Content requested by Supplier.

4.7           Email Newsletter.  Supplier agrees to provide the necessary marketing collateral and other creative Supplier Content for each Newsletter advertisement not later than the 15th day of the preceding month prior to publication. If Supplier fails to provide such Supplier Content before the deadline, (i) Cvent will exercise commercially reasonable efforts but cannot guarantee placement of the advertisement in the selected edition of the Newsletter; and (ii) where placement is not possible, Supplier will not be entitled to receive a refund of the applicable fee(s), however the advertisement will be wait-listed and placed in the next edition of the Newsletter where advertising space is available.

4.8           Blog.  Supplier agrees to provide the necessary marketing collateral and other creative Supplier Content for each Cvent Blog advertisement in accordance with the following rules: (i) Supplier Content which is to be posted to the Cvent Blog on the first day of the month must be received by Cvent not later than the 15^th day of the preceding month and (ii) Supplier Content which is to be posted to the Cvent Blog on the 15^th day of the month must be received by Cvent not later than the last day of the preceding month.  If Supplier fails to provide the necessary Supplier Content before the applicable deadline; (x) the Term of the Cvent Blog advertisements will not be extended to accommodate the delay; (y) Supplier will not be entitled to receive a refund of any portion of the applicable fee(s); and (z) the advertisement will be placed in the Cvent Blog in the next release. 

4.9           DISCLAIMERS. 

CVENT MAY PROVIDE ANY COMPONENT OF A MARKETING PACKAGE OR MARKETING BUNDLE CURRENTLY PROVIDED TO SUPPLIER TO ANY THRID PARTY EFFECTIVE UPON EXPIRATION OF SUPPLIER’S CURRENT SUBSCRIPTION TERM; PROVIDED, THAT CVENT WILL GIVE REASONABLE PREFERENCE TO SUPPLIER FOR SUBSCRIPTION RENEWAL IF (I) SUPPLIER SIGNS A RENEWAL AGREEMENT SIXTY (60) OR MORE DAYS PRIOR TO EXPIRATION OF THE CURRENT SUBSCRIPTION TERM, OR (II) AT ANY TIME SIXTY-ONE (61) OR MORE DAYS PRIOR TO EXPIRATION OF THE CURRENT SUBSCRIPTION TERM, IF CVENT PROVIDES NOTICE TO SUPPLIER OF AN OFFER BY A PROSPECTIVE THIRD PARTY, SUPPLIER SIGNS TH A RENEWAL AGREEMENT WITHIN FIVE (5) BUSINESS DAYS.

SUPPLIER ACKNOWLEDGES THAT CVENT CANNOT COMMIT TO THE VOLUME OF CLICKTHROUGHS OR IMPRESSIONS, OR THE VOLUME OR QUALITY OF RFPS SUBMITTED THROUGH THE SERVICES.  CVENT RESERVES THE RIGHT TO REFUSE ANY ADVERTISING CONTENT PROPOSED BY SUPPLIER ON LEGAL, SOCIAL OR ETHICAL BASIS OR IF CONTENT FAILS TO REASONABLY COMPLY WITH CVENT’S CREATIVE POLICIES AND TECHNICAL SPECIFICATIONS FOUND HERE: http://www.cvent.com/en/pdf/cvent-creative-tech-specs.pdf. ALL CVENT ADVERTISING PLACEMENTS ARE SUBJECT TO AVAILABLE INVENTORY.

5.            Reporting Services for CSN Advertising and Cvent White Label Search and Cvent White Label RFP Form 

5.1         Scope.  Cvent offers Suppliers various enhanced RFP Services on an ala carte basis, including but not limited to RFP routing and escalation, custom proposal templates, the ability to advertise and respond to special promotions, and other solutions, including RFP Showcase, Cvent Scorecard Reports, and Competitive Set Reports, all of which designed to customize Supplier’s user experience and optimize its results. Any additional terms relating to such enhanced RFP Services will be set forth in the applicable Order Form.

5.2         Cvent Scorecard and Competitive Set Reports. Cvent Scorecard and Competitive Set Reports (collectively and individually, “Reports”) allow a Supplier to measure the performance of its Cvent-paid advertising, as well as compare its paid advertising performance to other Suppliers’ ads on the Site.  Cvent’s Competitive Set Report Business Rules can be found here. 

5.3         During the applicable subscription term of the Report, as further set forth in the applicable Order Form, Cvent will provide Supplier and its specifically identified permitted users (“Permitted Users”) with a non-exclusive, non-transferable subscription to the access and view the data contained in the Reports.

5.4         The subscription term and the publishing intervals (e.g., one-time, weekly, monthly, etc.) will correspond to the periods listed in the applicable Order Form.  If prior to the expiration of a term, one of the parties determines that it does not wish to continue to either provide or receive the Reports, such party will provide the other with at least thirty (30) days prior written notice of its intent not to renew the subscription. However, any fee or portion of a fee that is due and payable shall be paid, and Cvent will not be obligated to refund to Supplier any fee or portion of a fee associated with any unused portion of the subscription term. In addition, Cvent may immediately and without notice terminate the subscription prior to the expiration of a term for any of the following reasons: (a) Supplier is in default of its payment obligations hereunder; or (b) Supplier or a Permitted User breaches any of the terms of this Agreement, in which case Supplier will pay all fees due to Cvent for the entirety of the subscription term, regardless of the amount of time remaining under the subscription term.

5.5         For each competitive set chosen by Supplier, Cvent will aggregate and/or anonymize Supplier’s raw RFP data residing within the Services and compare it with equivalent data obtained from other Suppliers’ use of the Services. Supplier’s determination of and changes to its competitive set will subject to the business rules and other applicable terms and conditions set forth in the parties’ Order Form. Cvent also reserves the right to use and reproduce aggregate portions of Supplier's raw RFP data in its monthly, weekly and daily Reports to which other Suppliers may subscribe. Neither the identity of Supplier, nor the source of any information received, however, shall be revealed by Cvent to any other person except upon written consent of Supplier.

5.6         Except for the subscription provided to Supplier, Supplier has no rights in the Reports and the Reports, and all data contained therein are and will remain the sole and exclusive property of Cvent and its licensors, if any. The Reports and the data contained therein, including the Aggregate Data, are proprietary to Cvent and constitute the Confidential Information of Cvent. Neither Supplier nor its Permitted Users shall copy, distribute or reproduce, or otherwise disclose Cvent's Confidential Information or the data contained in the Reports for any reason, and Supplier shall be liable for any breach of confidentiality by it and its Permitted Users. Supplier will notify Cvent, in writing, of any violations to this provision within ten (10) days after it becomes aware of such violation.

6.            RFP Showcase.  The RFP Showcase is a marketplace for “special” RFPs, enabling meeting planners to discover new venues and for Suppliers to acquire new leads.  All Suppliers have the ability to review showcased RFPs, but only those that pay for this feature may respond to showcased RFPs. As further set forth in an Order Form, Suppliers must pay an annual subscription fee in advance (“Subscription Fee”) (with the exception of existing Suppliers that have purchased a One-, Two-, Three- or Four-Diamond placement) and will be required to pre-fund its RFP Showcase account with at least the minimum dollar amount required by Cvent to respond to showcased RFPs (“Account Funding Fee”).  The amount of funds depleted per RFP response are based upon the RFP type and at the rates set forth in each showcased RFP.  When funds in Supplier’s RFP Showcase account have been depleted such that Supplier cannot respond to a showcased RFP, Supplier must refund its RFP Showcase account with another Account Funding Fee payment. The number of RFP responses exhausted, and amount of funds depleted shall be calculated solely based on records maintained by Cvent.  No other measurements or statistics of any kind shall be accepted by Cvent or have any effect under this Agreement. Any funds remaining in Supplier’s RFP Showcase account upon the expiration or termination of the Order Form will be forfeited by Supplier.

7.           User Limits During the Term of this Agreement.  Additional users shall be available for use by Customer for properties owned or managed by Customer or by a third-party subject to a valid franchise agreement with Customer for up to twenty-five (25) authorized users unless otherwise specified in the Order Form.  Additional users shall be subject to payment of additional fees at Cvent’s then current rate for such users.  Customer represents and warrants that it has obtained written consent from all such properties to access their data. Provided Customer is then in good standing of this Agreement, Customer may amend the list of such properties by adding properties who are acquired by Customer or enter into valid management or franchisee agreements with Customer during the Term of this Agreement (and has provided the aforementioned consent). In addition, Cvent may remove any properties from Customer’s use for users who terminate their management or franchise agreements with Customer during the Term of this Agreement or who requests Cvent in writing to remove its property from such Service. Notwithstanding the foregoing, Customer acknowledges and agrees that if after the Effective Date of this Order Form any third party entity or brand comes to control Customer, comes to be controlled by Customer, or comes to be under common control with Customer, then all such additional properties may only be added to the use upon Customer’s payment of additional fees for such properties at Cvent’s then current rate.

8.       Cvent White Label RFP Form and Cvent White Label Search. Cvent White Label Search and Cvent White Label RFP Form Services include a code snippet provided by Cvent and it is Supplier’s sole responsibility to add this code snippet to their own website outside of the Cvent Supplier Network. Supplier is responsible for any HTML modifications applied to the button for Cvent White Label RFP form.  Individual Supplier profiles for hotels are reliant on an active Cvent Supplier Network subscription. Supplier is responsible for notifying Cvent promptly whenever there is a change to a hotel’s participation on the Cvent White Label Search and Cvent White Label RFP Form. Additions to the contracted number of Suppliers included in a single Cvent White Label Search and Cvent White Label Form shall be subject to and in accordance with Supplier’s subscription and payment plan outlined in the applicable Order Form. In addition, Cvent may remove any properties from Customer’s use of Cvent White Label RFP Form and Cvent White Label Search, who terminate their management or franchise agreements with Customer during the Term of this Agreement or who requests Cvent in writing to remove its property from such Service.  For the avoidance of doubt, Customer shall not be entitled to any refund, rebate, credit, or offset for Fees paid or payable hereunder in the event of any such removal. Cvent is not responsible for RFP content provided by users through Cvent White Label Search and Cvent White Label RFP Form, or for any links or documents provided in these RFPs. 

Additional Terms and Conditions for Wedding Spot Advertising

Last Updated: July 22, 2024

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of Wedding Sport Advertising and associated Services. 

Platform Description: The Wedding Spot Platform is a platform connecting people seeking wedding services ("Clients") to our community of vendors who provide wedding venues and related services.

Relationship of Parties: Cvent's acceptance of Supplier to the Advertising Service should not be construed as or otherwise deemed an endorsement or promotion of such Supplier, and such acceptance is in reliance on the Supplier's representation and warranty to Cvent of the accuracy of information submitted by Supplier. As the Advertising Service solely provides a platform and tools for Clients and Supplier to communicate with potential transaction partners, any such transactions are made by Clients and Supplier at their own risk.

General Practices Regarding Use and Storage: You acknowledge that Cvent may establish general practices and limits concerning use of the Advertising Service, including without limitation the maximum period of time that data or other content will be retained by the Advertising Service and the maximum storage space that will be allotted on Cvent's servers on your behalf. You agree that Cvent has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded on the Advertising Service. You acknowledge that Cvent reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Cvent reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Mobile Services: The Advertising Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Advertising Service via a mobile device, (ii) the ability to browse the Advertising Service from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). To the extent you access the Advertising Service through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Cvent and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Wedding Spot account information to ensure that your messages are not sent to the person that acquires your old number.

Apple-Enabled Software Applications: Cvent offers Software applications that are intended to be operated in connection with products made commercially available by other application platforms (each, an “Application Platform”). With respect to Software that is made available for your use in connection with a third-party branded product (such Software, "Application Platform Software"), in addition to the other terms and conditions set forth in these Additional Terms and Conditions, the terms and conditions provided by such Application Platform will also apply. Cvent and you acknowledge and agree that the Application Platform(s), and each Application Platform’s respective subsidiaries, are third party beneficiaries of these Additional Terms and Conditions and Agreement, with respect to the Application Platform Software, and that, upon your acceptance of these terms and conditions, the Application Platform will have the right (and will be deemed to have accepted the right) to enforce the Agreement, against you with respect to the Application Platform Software as a third party beneficiary thereof.

Hotel Room Blocks: Cvent offers Clients the opportunity to search and submit a request for a proposal for a set of Supplier rooms for specific dates (collectively, the “Hotel Room Blocks”).

Marks: The Wedding Spot name and logos are trademarks and service marks of Wedding Spot (collectively the "Wedding Spot Trademarks"). Other Wedding Spot, product, and service names and logos used and displayed via the Platform Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Wedding Spot. Nothing in the Agreement or the Advertising Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Wedding Spot Trademarks displayed on the Platform Service, without our prior written permission in each instance. All goodwill generated from the use of Wedding Spot Trademarks will inure to our exclusive benefit.

Third Party Material: Under no circumstances will Cvent be liable in any way for any content or materials of any third parties (including Clients and Supplier), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Cvent does not pre-screen content, but that Cvent and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Advertising Service. Without limiting the foregoing, Cvent and its designees will have the right to remove any content that violates the Agreement or is deemed by Cvent, in its sole discretion, to be otherwise objectionable.

Social Networking Services: You may enable or log in to the Advertising Service via various online third-party services, such as social media and social networking services like Facebook or Twitter ("Social Networking Services"). To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Cvent’s use, storage and disclosure of information related to you and your use of such services within Wedding Spot Platform (including your friend lists and the like), please see our Privacy Policy at www.wedding-spot.com/privacy/. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Cvent  shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Platform Service. In addition, Cvent is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Cvent is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Cvent enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

Warranties; Disclaimers:

ALTHOUGH CVENT ADMINISTERS THE ADVERTISING SERVICE (INCLUDING PRICE ESTIMATES AND COMPARISON FEATURES) AND ALLOWS CLIENTS TO SEARCH FOR SUPPLIERS ON OUR WEDDING SPOT PLATFORM, CVENT IS NOT OTHERWISE A PARTY TO THE SUPPLIER’S SERVICES OR ANY OTHER TRANSACTIONS THAT MAY TAKE PLACE BETWEEN CLIENTS AND SUPPLIERS AND IS NOT INVOLVED IN OR RESPONSIBLE FOR THE PERFORMANCE OF ANY SERVICES PROVIDED BY SUPPLIERS. CVENT HAS NO CONTROL OVER THE PERFORMANCE OF ANY SERVICE BY SUPPLIERS OR ANY CLAIMS MADE BY SUPPLIERS ABOUT THE VENUE OR SERVICES THEY MAY OFFER, NOR DOES CVENT GUARANTEE OR ENDORSE THE TRUTH OR ACCURACY OF ANY REPRESENTATIONS MADE BY SUPPLIERS, THE ABILITY OF SUPPLIERS TO PROVIDE THE VENUE OR SERVICES AS CLAIMED BY SUPPLIERS (EVEN IF THROUGH THE SERVICE) OR THE ABILITY OF CLIENTS TO PAY FOR ANY VENUE OR SERVICES OFFERED BY SUPPLIERS. CLIENTS AND SUPPPLIERS (AND NOT CVENT) BEAR ALL RISKS AND LIABILITIES ASSOCIATED WITH ANY SUPPLIERS SERVICES, VENUES OR OTHER TRANSACTIONS BETWEEN THEM. THE QUALITY OF THE SUPPLIER SERVICES PURCHASED THROUGH THE USE OF THE ADVERTISING SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE SUPPLIER WHO PROVIDES SUCH VENUE OR SUPPLIER SERVICES TO CLIENT.

USERS OF WEDDING SPOT PLATFORM MAY POST REVIEWS, RATINGS OR OTHER COMMENTS AND CONTENT ("CONTENT") VOLUNTARILY AT THEIR SOLE DISCRETION ABOUT SUPPLIERS AND SUPPLIER’S SERVICES. CVENT IS NOT RESPONSIBLE FOR THE CONTENT, OPINIONS OR INFORMATION POSTED ON OUR WEDDING SPOT PLATFORM BY OTHERS. CONTENT POSTED BY ANYONE OTHER THAN CVENT ON THE WEDDING SPOT PLATFORM IS THE SOLE RESPONSIBILITY OF THE POSTING PARTY. CVENT DOES NOT ACTIVELY MONITOR THE WEDDING SPOT PLATFORM FOR INAPPROPRIATE POSTINGS AND DOES NOT ON ITS OWN UNDERTAKE EDITORIAL CONTROL OF POSTINGS. HOWEVER, IN THE EVENT THAT ANY INAPPROPRIATE POSTING IS BROUGHT TO THE ATTENTION OF CVENT, WE WILL TAKE ALL APPROPRIATE ACTION. WE SHALL NEITHER BE LIABLE NOR RESPONSIBLE FOR ANY CONTENT AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY IN THAT REGARD. CVENT WILL NOT MEDIATE OR RESOLVE ANY DISPUTE OR DISAGREEMENT BETWEEN YOU AND OTHER USERS WITH REGARD TO ANY CONTENT OR POSTINGS ON OUR WEDDING SPOT PLATFORM.

Disputes: You agree that you are solely responsible for your interactions with any other user in connection with the Advertising Service and Cvent will have no liability or responsibility with respect thereto. Cvent reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Advertising Service.

Link(s): Cvent grants you a worldwide, limited, non-exclusive, non-transferable license, without the right to sublicense, so that you may establish one or more links to Wedding Spot Platform from your website(s), for the purpose of allowing any of Cvent’s guest and registrants to use Wedding Spot Advertising. You shall include a hypertext link to a designated Wedding Spot Platform in the form as agreed by the parties and use reasonable efforts to promote such link on your website.

“No Cancellation” Policy:  Cvent has a strict no cancellation policy.  Supplier may not cancel its contract any time before the end of the contract’s term. All fees paid hereunder are non-refundable, and no refunds or credits of any kind shall be issued.  

Change in existing Supplier profile: To the extent an existing Supplier profile listed on the Wedding Spot Platform undergoes any change in ownership (whether in the case of a merger, acquisition or sale of all or substantially all assets), Supplier re-branding, brand transitions or conversions, and/or a Supplier changes their location address(es) listed on our Wedding Spot Platform, the Supplier will be required to upgrade their venue listing by paying the amount specified in the payment plan in order for Cvent to facilitate the changes to the Supplier’s profile. Following payment by the Supplier, the Supplier’s updated listing will be displayed on the Wedding Spot Platform.

Additional Terms and Conditions for Cvent Productivity Tools and CSN Business Intelligence

Last Updated: December 13, 2022

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of Cvent Productivity Tools and CSN Business Intelligence. 

1. Scope of Services

1.1           These Terms apply to Cvent Productivity Tools and CSN Business Intelligence. Customer is also referred to as “Supplier” for the purposes of this Product Exhibit. 

2. CSN RFP Visibility Terms 

2.1     CSN RFP Visibility Enterprise.  During the Term of this Agreement, the Services known as CSN RFP Visibility Enterprise/ CSN RFP Visibility Enterprise-Additional User, shall be available for use by Customer for properties owned or managed by Customer or by a third-party subject to a valid franchise agreement with Customer for up to twenty-five (25) authorized users. Additional users shall be subject to payment of additional fees at Cvent’s then current rate for such users. Customer represents and warrants that it has obtained written consent from all such properties to access their data. Provided Customer is then in good standing of this Agreement, Customer may amend the list of such properties by adding properties who are acquired by Customer or enter into valid management or franchise agreements with Customer during the Term of this Agreement (and has provided the aforementioned consent). In addition, Cvent may remove any properties from Customer’s use of CSN RFP Visibility Enterprise/ CSN RFP Visibility Enterprise-Additional User, who terminate their management or franchise agreements with Customer during the Term of this Agreement or who requests Cvent in writing to remove its property from such Service.  For the avoidance of doubt, Customer shall not be entitled to any refund, rebate, credit, or offset for Fees paid or payable hereunder in the event of any such removal.  Notwithstanding the foregoing, Customer acknowledges and agrees that if after the Effective Date of this Order Form any third party entity or brand comes to control Customer, comes to be controlled by Customer (or its affiliates or shareholders), or comes to be under common control with Customer (or its affiliates), then all such additional properties may only be added to the use of CSN RFP Visibility Enterprise/ CSN RFP Visibility Enterprise-Additional User upon Customer’s payment of additional Fees for such properties at Cvent’s then current rate for CSN RFP Visibility Enterprise/ CSN RFP Visibility Enterprise-Additional User.

2.2    Multi Property User Access. During the Term of this Agreement, the Services known as Multi-Property User Access shall be available for use with the Customer properties designated in the list attached hereto. Customer represents and warrants that it has obtained written consent from all such properties to access their data. Provided Customer is then in good standing of this Agreement, Customer may amend the list of such properties by adding properties (who enter into valid management agreements with Customer during the Term of this Agreement and provided the aforementioned consent) or removing properties (who terminate their management agreements with Customer during the Term of this Agreement or who requests Cvent in writing to remove its property from such Service), on condition that the number of properties does not otherwise exceed the contracted amount of properties specified in this Order Form. In the event the addition of Customer properties cumulatively exceeds the number of Customer properties specified in the Order Form, Customer shall pay additional fees for such properties within 30 days of the date of the applicable invoice from Cvent. For the avoidance of doubt, in no event shall the Fees due hereunder be reduced to less than the amount set forth in this Order Form due to the removal of Customer properties from the Services known as Multi-Property User Access.

2.3    Multi-Property IDs.  At Customer’s request, Cvent may provide one or more login IDs and passwords to other employees of Customer’s or Customer’s parent company but who are not employees of Customer or its Affiliates (all of foregoing collectively as, “Above Property Users”).  Such additional logins may be subject to an additional charge by Cvent.  If Customer is a hotel, motel, resort, or short-term lodging facility owned or managed by an Above Property User, (each, a “Property User”), Customer hereby consent to Cvent providing such logins to Above Property Users.  If Customer is an Above Property User, Customer represent and warrant that it has obtained consent from your Property Users to access such property-level data

3. CSN Business Intelligence

3.1           Changes to Hotel Flags.  Customer will notify Cvent in writing (via email to account manager) at least 30 days in advance of changes to its flag. 

Additional Terms and Conditions for Cvent Transient Services

Last Updated: September 14, 2023

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of the Transient Services and associated Services. 

BUSINESS INTELLIGENCE

Customer’s Business Intelligence dashboard subscription is limited to the Minimum Annual License Metric, and Customer will be provided subscription access equal to the Minimum Annual License Metrics as defined on the attached Order Form. Excluding any Business Intelligence license subscription which is paid for by Customer using Cvent’s online payment and activation site, Customer will provide Cvent with a written list identifying those properties that will be subscribed to the Business Intelligence dashboard ("Original Property List"). Customer may not modify the Original Property List during the Term. Customer may neither assign nor transfer the Business Intelligence license subscription to any property not listed in Original Property List. Customer acknowledges that Cvent cannot activate the Business Intelligence OnDemand Service until Customer provides Cvent with the Original Property List.  Upon receipt of the Original Property List, Cvent will provide Customer with a prepaid code. Customer and/or end user will use the prepaid code to select Business Intelligence from Cvent’s Supplier Portal.  Upon selection, Customer will be prompted to enter at a minimum seven (7) competitor properties ("Competitive Set"). Cvent’s selection of the Competitive Set activates the Business Intelligence dashboard.

Additional Terms and Conditions for Cvent Event Diagraming, Interactive Floor Plans and Photorealistic 3D

Last Updated: January 2023

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of Cvent Event Diagraming, Interactive Floor Plans and Photorealistic 3D (collectively, “Event Diagraming”) and Cvent Sales and Catering CRM.

Definitions

• Floor Plans - Means all renderings of a physical space uploaded to the Customer’s instance of the Event Diagraming Platform in a system supported format (e.g., a PDF, image file, acceptable CAD file or Event Diagraming’ proprietary FPC2 (or later) data file) but excluding Event Diagraming’ proprietary data structure for storing and representing such Floor Plans.

Event Diagraming Platform and Cvent Sales and Catering CRM

• Event Diagraming Platform. Customer’s right to access and use the Event Diagraming Platform commences on the “Start Date,” which is the later of the date specified in the Order Form or the date an access code for the Event Diagraming Platform is first provided to Customer. Cvent will provide to Customer access to the Event Diagraming Platform promptly after receipt from Customer of the necessary details of the initial user associated with the account. This access shall include licenses for the number of users as described on the Order Form (either a fixed number of users or an unlimited number of users). Event Diagraming reserves the right to change, improve and/or update the Event Diagraming Platform from time to time in its sole discretion, and to provide such changes, improvements and/or updates to Customer at no additional cost so long as it is not a feature or functionality that Event Diagraming offers to its other customers as a separate product at an additional charge.
• User Limits. Customer has the ability to set up and change user accounts. Customer agrees that each user account shall be assigned to, and Customer shall cause it to be used exclusively by, a single individual (e.g., no creation of generic or shared user accounts). Except when provided otherwise on an Order Form, users are limited to employees of Customer and independent contractors acting as temporary employees (e.g., no granting user accounts to independent contractors that would use such accounts outside of the work they are performing on behalf of Customer). Where an Order Form specifies a limited number of users, Customer may re-assign a user account where the person initially assigned such account has left the employ of Customer or changed job assignments to a new job where use of the Event Diagraming Platform is not part of such job responsibilities. However, Customer shall not reassign such user account as a means of sharing use of the Event Diagraming Platform within Customer’s operations, rather, Customer shall purchase additional users as required. Cvent reserves the right to impose a reconnection fee, not to exceed $500 or equivalent of local currency, in the event Customer is suspended for a reason caused by Customer and thereafter Customer requests renewed access to the Event Diagraming Platform.
• License to Customer Data. Customer hereby grants Cvent a non-transferable (except as provided herein), royalty-free (except as provided herein), non-exclusive, worldwide license to display, transmit, distribute, copy, store and/or reproduce the Customer Data on or through the Event Diagraming Platform or any other platforms maintained by Cvent, Inc. or its affiliates and to disclose Customer Data to third party service providers for Cvent to operate the Services. Additionally, Cvent may use, display, transmit, distribute, copy, store, provision into and/or reproduce the Floor Plans as part of the Event Diagraming Platform as well as in other Event Diagraming’ or Cvent’s (or its affiliates) products during and after the Term.

Warranties; Disclaimers

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE EVENT DIAGRAMING PLATFORM IS PROVIDED “AS IS,” AND NEITHER EVENT DIAGRAMING NOR ANY OF ITS PROVIDERS, LICENSORS, OFFICERS, EMPLOYEES, OR AGENTS MAKES ANY WARRANTY, CONDITION OR GUARANTEE WITH RESPECT TO THE EVENT DIAGRAMING PLATFORM OR AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE EVENT DIAGRAMING PLATFORM, UNDER THIS AGREEMENT OR OTHERWISE. THE PURCHASE OF ACCESS TO AND USE OF THE EVENT DIAGRAMING PLATFORM IS MADE WITH KNOWLEDGE OF THIS WARRANTY LIMITATION. CVENT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. CVENT DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE EVENT DIAGRAMING PLATFORM.

CUSTOMER ACKNOWLEDGES THAT THE EVENT DIAGRAMING PLATFORM RELIES ON BLUEPRINTS THAT ARE PROVIDED BY CUSTOMER OR THAT MAY BE CREATED BY CVENT, AND THAT THE EVENT DIAGRAMING PLATFORM MATHEMATICALLY EXTRAPOLATES DATA DETERMINED FROM SUCH BLUEPRINTS, AND UNDERSTANDS THAT SUCH BLUEPRINTS AND DATA MAY CONTAIN ERRORS OR INACCURACIES, AND THAT SUCH DATA WHEN USED BY THE EVENT DIAGRAMING PLATFORM MAY PERMIT CONFIGURATIONS THAT VIOLATE THE LAWS, RULES OR REGULATIONS OF THE JURISDICTION IN WHICH THE FACILITY REPRESENTED IN SUCH BLUEPRINT IS LOCATED (WHETHER BY OVERRIDE BY CUSTOMER OR BY FUNCTION OF THE EVENT DIAGRAMING PLATFORM). CONSEQUENTLY, CUSTOMER AGREES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING THAT THE PLANS GENERATED BY THE EVENT DIAGRAMING PLATFORM ARE SUITABLE FOR THE CONTEMPLATED EVENT AND WILL IN PRACTICE ACTUALLY PERMIT THE USE OF THE SPACE CONTEMPLATED IN SUCH PLAN AND THAT SUCH PLAN COMPLIES WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE IN THE LOCAL JURISDICTION FOR WHICH THE PLAN HAS BEEN CREATED.

ADDITIONAL TERMS AND CONDITIONS FOR CVENT PASSKEY IMPLEMENTATION

Last Updated: August 3, 2021

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s implementation of Passkey. 

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

1.             Acknowledgment

ACKNOWLEDGEMENT.  CUSTOMER ACKNOWLEDGES THAT CVENT IS NOT LIABLE FOR ISSUES THAT MAY ARISE TO DUE CUSTOMER’S SYSTEMS OR THIRD-PARTY INTEGRATIONS, SUCH AS DELAYS IN TRANSMISSION OF INFORMATION, THRID PARTY OUTAGES OR DATA QUALITY FROM SUCH THRID-PARTY SYSTEMS OR CUSTOMER SYSTEMS. CUSTOMER ACKNOWLEDGES THAT DATA INTEGRITY OR DELAY ISSUES WITHIN CUSTOMER OR THIRD-PARTY SYSTEMS MAY LEAD TO ROOM INVENTORY DISCREPANCIES.

2.             Passkey Onboarding

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

The scope of work does not include:

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

Materials/Information/Resources Required of Client 

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

i.              Internet connection capable of running WebEx

ii.             Phones

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

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

Additional Terms and Conditions for Hotel Website Solutions

Last Updated: July 22, 2024

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of Interactive Floor Plans and Photorealistic 3D (collectively, “Event Diagraming”), and other Hotel Website Solutions.

Event Diagraming Platform Terms

1. Event Diagraming Platform - Customer’s right to access and use the Event Diagraming Platform commences on the “Start Date,” which is the later of the date specified in the Order Form or the date an access code for the Event Diagraming Platform is first provided to Customer. Cvent will provide to Customer access to the Event Diagraming Platform promptly after receipt from Customer of the necessary details of the initial user associated with the account. This access shall include licenses for the number of users as described on the Order Form (either a fixed number of users or an unlimited number of users). Event Diagraming reserves the right to change, improve and/or update the Event Diagraming Platform from time to time in its sole discretion, and to provide such changes, improvements and/or updates to Customer at no additional cost so long as it is not a feature or functionality that Event Diagraming offers to its other customers as a separate product at an additional charge.
2. User Limits - Customer has the ability to set up and change user accounts. Customer agrees that each user account shall be assigned to, and Customer shall cause it to be used exclusively by, a single individual (e.g., no creation of generic or shared user accounts). Except when provided otherwise on an Order Form, users are limited to employees of Customer and independent contractors acting as temporary employees (e.g., no granting user accounts to independent contractors that would use such accounts outside of the work they are performing on behalf of Customer). Where an Order Form specifies a limited number of users, Customer may re-assign a user account where the person initially assigned such account has left the employ of Customer or changed job assignments to a new job where use of the Event Diagraming Platform is not part of such job responsibilities. However, Customer shall not reassign such user account as a means of sharing use of the Event Diagraming Platform within Customer’s operations, rather, Customer shall purchase additional users as required. Cvent reserves the right to impose a reconnection fee, not to exceed $500 or equivalent of local currency, in the event Customer is suspended for a reason caused by Customer and thereafter Customer requests renewed access to the Event Diagraming Platform.
3. License to Customer Data - Customer hereby grants Cvent a non-transferable (except as provided herein), royalty-free (except as provided herein), non-exclusive, worldwide license to display, transmit, distribute, copy, store and/or reproduce the Customer Data on or through the Event Diagraming Platform or any other platforms maintained by Cvent, Inc. or its affiliates and to disclose Customer Data to third party service providers for Cvent to operate the Services. Additionally, Cvent may use, display, transmit, distribute, copy, store, provision into and/or reproduce the Floor Plans (defined below) as part of the Event Diagraming Platform as well as in other Event Diagraming’ or Cvent’s (or its affiliates)  products during and after the Term.
4. Floor Plans.  “Floor Plans” means all renderings of a physical space uploaded to the Customer’s instance of the Event Diagraming Platform in a system supported format (e.g., a PDF, image file, acceptable CAD file or Event Diagraming’ proprietary FPC2 (or later) data file) but excluding Event Diagraming’ proprietary data structure for storing and representing such Floor Plans.
5. Warranties; Disclaimers. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE EVENT DIAGRAMING PLATFORM IS PROVIDED “AS IS,” AND NEITHER EVENT DIAGRAMING NOR ANY OF ITS PROVIDERS, LICENSORS, OFFICERS, EMPLOYEES, OR AGENTS MAKES ANY WARRANTY, CONDITION OR GUARANTEE WITH RESPECT TO THE EVENT DIAGRAMING PLATFORM OR AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE EVENT DIAGRAMING PLATFORM, UNDER THIS AGREEMENT OR OTHERWISE. THE PURCHASE OF ACCESS TO AND USE OF THE EVENT DIAGRAMING PLATFORM IS MADE WITH KNOWLEDGE OF THIS WARRANTY LIMITATION. CVENT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. CVENT DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE EVENT DIAGRAMING PLATFORM.
   
   CUSTOMER ACKNOWLEDGES THAT THE EVENT DIAGRAMING PLATFORM RELIES ON BLUEPRINTS THAT ARE PROVIDED BY CUSTOMER OR THAT MAY BE CREATED BY CVENT, AND THAT THE EVENT DIAGRAMING PLATFORM MATHEMATICALLY EXTRAPOLATES DATA DETERMINED FROM SUCH BLUEPRINTS, AND UNDERSTANDS THAT SUCH BLUEPRINTS AND DATA MAY CONTAIN ERRORS OR INACCURACIES, AND THAT SUCH DATA WHEN USED BY THE EVENT DIAGRAMING PLATFORM MAY PERMIT CONFIGURATIONS THAT VIOLATE THE LAWS, RULES OR REGULATIONS OF THE JURISDICTION IN WHICH THE FACILITY REPRESENTED IN SUCH BLUEPRINT IS LOCATED (WHETHER BY OVERRIDE BY CUSTOMER OR BY FUNCTION OF THE EVENT DIAGRAMING PLATFORM). CONSEQUENTLY, CUSTOMER AGREES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING THAT THE PLANS GENERATED BY THE EVENT DIAGRAMING PLATFORM ARE SUITABLE FOR THE CONTEMPLATED EVENT AND WILL IN PRACTICE ACTUALLY PERMIT THE USE OF THE SPACE CONTEMPLATED IN SUCH PLAN AND THAT SUCH PLAN COMPLIES WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE IN THE LOCAL JURISDICTION FOR WHICH THE PLAN HAS BEEN CREATED.

Additional Terms and Conditions for Cvent Sales & Catering CRM

Last Updated: August 3, 2021

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of Cvent Sales and Catering CRM.

Customers subscribing to the Event Diagraming Sales & Catering CRM (“System”) in a duly executed Order shall have access to Event Diagraming’ group booking management and customer-relationship-management application for use in the property(ies) listed in each applicable Order and located in the United States only. As between Customer and Event Diagraming, Customer is solely responsible for inputting any data necessary to utilize the System, including but not limited to any data from Customer’s property management system.   Customer may utilize the System to create and generate contracts and invoices for its group bookings, including event, room and catering bookings directly from the System, provided Customer is solely responsible for the legality and accuracy of such contracts and invoices. Customer shall indemnify, defend and hold Cvent, its affiliates, and their respective officers, directors, employees, agents and advisors, harmless from and against any and all liability, damages, costs or expenses (including reasonable attorneys’ fees) that are or may be sustained or incurred by an indemnified party as a result of any asserted claim or claims related any contracts or invoices generated through the System.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE SYSTEM IS PROVIDED “AS IS,” AND NEITHER CVENT NOR ANY OF ITS PROVIDERS, LICENSORS, OFFICERS, EMPLOYEES, OR AGENTS MAKES ANY WARRANTY, CONDITION OR GUARANTEE WITH RESPECT TO THE SYSTEM OR AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SYSTEM, UNDER THIS AGREEMENT OR OTHERWISE. THE PURCHASE OF ACCESS TO AND USE OF THE SYSTEM IS MADE WITH KNOWLEDGE OF THIS WARRANTY LIMITATION. CVENT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. CVENT DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE SYSTEM.

Additional Terms and Conditions for Live Events

Last Updated: August 3, 2021

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to Live Events. 

 Customer is responsible for the actions of its agents at Live Events. Cvent reserves the right, in its sole discretion, to change the site, hours, or dates of any event that Customer has contracted though an executed Order Form to sponsor, appear as an exhibitor, or otherwise attend.  Cvent will attempt to notify Customer of any such changes as far in advance as possible. In the event Customer wishes to cancel all or part of its participation in the event, Customer must send notice of cancellation in writing to Cvent at least sixty (60) days prior to the event date. Notwithstanding any such cancellation, Customer shall be liable for one hundred percent (100%) of the total fees set forth in the Order Form irrespective of the reason for Customer's cancellation. In the event of cancellation by Customer, Cvent shall have the right to use Customer 's allocated space/session, as applicable, or rent such space/session to another Customer. Cvent's re-allocation of Customer's space/session shall not excuse Customer from payment of the fees set forth in the Order Form.  Cvent reserves the right to cancel the event or to terminate the Order Form for any reason at any time upon reasonable written notice to Customer. Upon cancellation or termination by Cvent, Cvent's sole liability to Customer and Customer’s sole and exclusive remedy shall be a refund of the fees paid by Customer pursuant to the Order Form.

Additional Terms and Conditions for Cvent Instant Book

Last Updated: October 16, 2023

1. Scope: Cvent’s automated meeting space and hotel guest room availability, rates and inventory reservation and distribution system allows for computerized reservations of Customer meeting space and hotel guest room inventory by Cvent users (“Buyers”) (collectively, (“Cvent Instant Book”). In addition to these Additional Terms and Conditions, Customer agrees to be bound by the Cvent Instant Book Booking and Service Terms located at: https://www.cvent.com/en/cvent-instant-book-terms-and-conditions. The parties agree that the Additional Terms and Conditions for Cvent Instant Book and the Cvent Instant Book Booking and Service Terms are legally binding and form an integral part of the Agreement entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of Cvent Instant Book.  

2. Cvent Obligations: Cvent will display the meeting space and/or hotel guest room availability, rates and inventory data that Customer chooses to make available to Buyers (as defined in the Cvent Instant Book Booking and Service Terms) through Instant Book to Buyers that Customer has authorized for Buyer’s purchase. Instant Book will allow Buyers to search and reserve meeting space and/or hotel guest rooms directly with Customer.

3. Customer Obligations:

3.1 Meeting Space and Hotel guest room Data

Customer will be responsible for maintaining the accuracy, completeness and usability of the meeting space and/or hotel guest rooms made available within Instant Book, including all applicable associated taxes and any applicable service fees charged to the Buyer. Customer is responsible for timely updating, and for the accuracy and completeness of, meeting space and hotel guest room information provided to Instant Book for each hotel property.  In furtherance of the above, Customer shall maintain an application programming interface (“API) that is compatible with Instant Book to display available meeting space and hotel guest rooms throughout the Term of this Agreement and at its own expense.

3.2 Overbooking

In the event of overbooking, including without limitation, when a Buyer reserves a meeting space or hotel guest room through Instant Book that is not actually available at a Customer property, Customer is responsible for finding acceptable alternative accommodations for the person or entity that reserved the meeting space or hotel guest room, or otherwise making such person or entity whole. Additionally, Customer will indemnify, defend, and hold Cvent harmless against any and all demands, judgments, awards, losses, damages, costs, penalties, expenses, claims and liabilities, including reasonable attorneys fees, and any other losses and liabilities of any kind arising from or related to a Customer’s overbooking of meeting space or hotel guest rooms made available via Instant Book.

3.3 Transaction Fees: 

3.3.1 “Transaction Fee” means the fees payable by Buyer or Customer, as applicable, to Cvent related to meeting space, ancillary services, or hotel guest rooms, in each case minus any credit card processing fees or other transaction costs, if any and not refunded due to a cancellation as permitted pursuant to the Cvent Instant Book Booking and Service Terms. 

3.3.2 “Actualized Transaction Value” means the total aggregate fees paid or payable to Customer as a result of the applicable booking by the Buyer from the Meeting Space or Related Hotel guest rooms, excluding taxes. 

3.3.3 “Commissionable Booking” means a booking submitted by a third-party end user who requires a commission be paid to the Buyer as a condition of being awarded the booking as designated in an agreement between the Buyer and third party. Commissions on a Commissionable Booking may be on the Hotel guest rooms or the Meeting Space The following schedule outlines how Transaction Fees are calculated.

3.3.4 “Hotel Guest Room Night” means the sum of all related Hotel Guest Rooms for all contracted days. For example, when five (5) Hotel Guest Rooms are booked for three (3) nights each it results in a total of 15 Hotel Guest Room Nights.

The following Transaction Fee schedule shall apply to Actualized Transaction Value apportioned to Hotel Guest Rooms and Meeting Space made via Instant Book:

All fees payable by Customer shall be paid within thirty (30) days after the invoice date.

4. Supported Systems : 

4.1 Internet: Cvent will make available to Customer with access to Cvent Instant Book via the internet by use of a Customer-provided browser. Customer is solely responsible for obtaining and maintaining at its own expense all equipment needed to access Cvent Instant Book, including internet access and adequate bandwidth. The Cvent Instant Book is not compatible by use of Internet Explorer browser. 

4.2 Third Party Solutions: Customer acknowledges and agrees that certain functionalities of Cvent Instant Book may require a license or subscription to a compatible third-party solution or Customer to procure such license or subscription from Cvent subject to terms and conditions as required by the third-party provider. If Customer buys or licenses any such third-party solution from a third-party provider, Customer acknowledges and agrees that such solutions are being provided by a third party and Cvent is not responsible or liable for any claims or damages related to or arising from Customer’s use thereof, including but not limited to any unavailability of such solution during Customer’s Instant Book. 

5. Privacy and Disclaimers: 

CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE DATA PRIVACY LAWS INCLUDING BUT NOT LIMITED TO COLLECTING PROPER CONSENT AND AUTHORIZATION TO SHARE BUYERS’ INFORMATION, INCLUDING ANY PERSONAL INFORMATION, WITH ANY THIRD PARTY.

NOTWITHSTANDING ANYTHING SET FORTH IN THE AGREEMENT OR THESE ADDITIONAL TERMS AND CONDITIONS, ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ACCURACY OR USE ARE HEREBY DISCLAIMED. CVENT DOES NOT WARRANT OR GUARANTEE THAT CVENT INSTANT BOOK (OR THE SUPPORT PROVIDED HEREUNDER) WILL SATISFY YOUR REQUIREMENTS, OR THAT THE OPERATION OF SUCH WILL BE UNINTERRUPTED OR ERROR FREE. YOU ACCEPT CVENT INSTANT BOOK AS-IS, IN THE FORM PROVIDED, AND EXPRESSLY WAIVE ANY RIGHT TO ANY AND ALL REFUNDS, DAMAGES (WHETHER DIRECT, INDIRECT OR OTHERWISE), OR OTHER COMPENSATION.

Additional Terms and Conditions For Reposite Platform Services

Last Updated: February 13, 2025

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier and Venue Solutions Terms of Use entered into by and between Cvent and Customer (the “Agreement”) to reflect the Parties’ agreement with regard to the Customer’s subscription and use of Reposite Platform Services.

1.  Platform: Reposite is responsible for hosting www.reposite.io (the “Website”). Customer shall be responsible for obtaining Internet connections and other third-party software and services necessary for it to access the Website.

2. Scope - Connections between Planners & Suppliers: Reposite offers a platform through its Website for planners (each a “Planner”) and suppliers (each a “Supplier”), (together, “Partners”) to connect, build relationships, and expand their networks on a global scale. Reposite supports and facilitates communication between Planner and Supplier Partners on the Website. Partners may require additional interactions, such as bookings or payments, to be made outside of the Reposite Website, which transactions and bookings are not captured by Reposite. Reposite does not restrict Planners and Suppliers from engaging in off-site interactions, provided that: (i) the initial interaction is initiated through Reposite Website, and (ii) Reposite is notified of such off-site transactions and bookings made pursuant to the use of Reposite Services, so that Reposite can attribute all bookings and access relevant booking details therein. To that end, Partner must promptly notify Reposite of any successful transactions or bookings conducted outside of Reposite Website.

3. Optional Feature – Payment Processing through Reposite: Transaction Fees: As a Reposite user, Customers have the ability to process payment transactions through Reposite, including invoicing or making payments. If Customer chooses to utilize this feature, Customer agrees to pay Reposite a percentage of each such transaction, as indicated on the screen at the time of generating the applicable invoice or making a payment. If Customer disputes any charges that Customer receives from another Reposite user via Reposite, Customer must contact that Reposite user directly. If Customer agrees to refund any transaction via Reposite, Customer is responsible for and will pay Reposite (and Reposite may retain) any transaction costs associated with such refund. To clarify, this is an optional feature that may be utilized by Customer at your sole discretion, subject to the Terms herein. Suppliers may use alternative payment methods outside of Reposite, provided all initial interaction between partners for each new project, event, itinerary, or similar engagement is carried out exclusively through Reposite, and Suppliers promptly notify Reposite of each successfully concluded transactions made pursuant to the use of Reposite Services as specified above.