INQUISIUM TERMS OF USE

Last Updated: February 8, 2017

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these "Terms of Use" or "Terms") describes the terms under which Cvent, Inc. d/b/a Inquisium ("Inquisium") offers each individual or entity (hereinafter, "you" or "Customer") access to its services through the Inquisium website (the "Site").

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

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

1. ORDER FORMS:

1.1     These Terms are incorporated by reference into each order form executed by the company or individual identified as the "Customer" therein and Inquisium, pursuant to which the Customer receives the right to access and use Inquisium's owned and/or leased computer systems and certain proprietary and licensed software and other information (the "Inquisium System," "Software," or "Services") as upgraded from time to time (the "Order Form"). These Terms and the Order Form together comprise a binding written agreement between Customer and Inquisium, effective as of the date of mutual execution of the Order Form by Inquisium and Customer (this "Agreement").

1.2     Inquisium may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms at the domain or subdomains of http://www.inquisium.com/ where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with you.

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

2. INQUISIUM PRODUCT: FEATURES:

Unless your Order Form states otherwise, you shall receive the following features with your base edition of the Inquisium Product.

Notes:

Partial Features List, subject to Terms of Use.

The "Basic" level license has been discontinued.

* Customer acknowledges and agrees that ordering Salesforce Integration or API Access to enable another third party integration constitutes Customer's express permission for Inquisium to share Customer's integration data with the applicable third party.

Remote support for Inquisium Product is available Sunday, 8:00 P.M. EDT – Friday, 9:00 PM EDT (excluding Government Holidays).

3. INQUISIUM PRODUCT: CONTACTS; EMAILS; eMARKETING:

3.1     You may hold up to 100,000 contacts in the Inquisium system for the Basic, Premium and Professional level product offerings. You may send up to 500,000 emails per year for the Basic, Premium and Professional level product offerings. Overages are priced as follows: (a) contacts over the 100,000 limit may be stored for $.25 per contact per year, and (b) emails over the 500,000 annual limit may be sent for $0.05 per email. Custom pricing for contacts and emails may be provided for the Enterprise survey product offering, otherwise the baseline limit of 100,000 contacts (total) and 500,000 emails (per year) and the default overage prices also apply to Enterprise customers.

3.2     Emails that do not include a link to a Inquisium survey process (e.g., email newsletters) are not included in the price of the survey product and will be assessed a per email overage charge, however Customers purchasing the eMarketing Module may send email newsletters, promotions, announcements and other non-survey-related communications, without incurring any extra per email charge, up to the annual limit of 500,000 emails.

3.3     Additional user licenses may be purchased for all the survey product offerings for an additional fee. Contact your Account Executive to purchase additional user licenses, contact storage, annual emails, or additional surveys.

4. SURVEY PRODUCT: TRIAL EDITION:

Inquisium reserves the right to limit access to its Survey Product trial edition based on internal needs. Company may decline or revoke access to the trial edition without notice. Inquisium is not responsible for Customer data within the trial edition and relies on Customer to maintain separate copies of the data.

5. PRICE AND PAYMENT:

5.1     You agree to pay all fees and other charges in accordance with this Agreement. All fees are due net thirty (30) days from invoice date. If you do not pay the fees or other charges when they are due, then a finance charge of two percent (2%) per month or the maximum rate allowed by law will be assessed.

5.2     Payment shall be by check unless otherwise specified on your Order Form. Except where prohibited by applicable laws, if Customer pays any Fees due hereunder via credit or debit card, then Inquisium reserves the right to charge Customer an additional fee equal to three percent (3%) of the amount charged, and Customer hereby consents to such charge being made against the credit or debit card. Inquisium may impose a special handling charge of 3-5% if special invoicing requirements apply (such as EDI, third party systems such as Ariba, or other dedicated invoicing systems).

5.3     The fees are fixed for the initial Term of the applicable Order Form. Thereafter, Inquisium reserves the right to increase such fees, provided in no event shall any annual increase exceed the greater of: five percent (5%) per year or CPI for the immediately preceding 12 month period. CPI shall be defined as the U.S. Consumer Price Index, all urban Consumers, all items (or equivalent successor index), published by the Bureau of Labor Statistics of the U.S. Department of Labor. Annual fees are charged per annum. As an example, if the Order Form Term spans three years, you will be charged the annual amount three times.

5.4     If you exceed the contracted level of Services during the term of this Agreement, you will be charged as specified in your Order Form, or if not specified, using the then-current rates for the overage. Where no limits for usage of Services are explicitly given in your Order Form, limits will apply as specified by product earlier in this document. You are responsible for reporting and paying all taxes, charges or duties including without limitation sales, use, value added, royalty or withholding taxes imposed by a federal, state, provincial, local or other government entity on Services provided under this Agreement, excluding taxes based on Inquisium's net income.

5.5     Inquisium reserves the right to increase recurring fees payable hereunder at any time upon sixty (60) days prior written notice provided that such increase is no greater than the Annual Price Cap as defined in the applicable Order Form. Notwithstanding anything contained herein to the contrary, any Professional Services (as defined below) fees will not be subject to the Annual Price Cap.

6. Term

The Term of this Agreement is given on the top of the Order Form. If the Term spans several years and the Order Form specifies Annual Fees, then fees are due in each year of the Order Form ("Contract Year") or as otherwise specified. The Order Form will renew at the end of its Term as specified (and not on a per year basis) for another Term, equal to the length of the Term specified in the Order Form, unless you provide timely notice of nonrenewal as specified in the applicable Order Form. If the Order Form specifies a certain number of surveys, contacts, emails or other billable instances annually, then this limitation pertains to each Contract Year of the Term, unless otherwise specified. Emails are counted when sent, Contacts when created, and Surveys when created. Unless otherwise provided in the Order Form; if you continue to use the Services beyond the Term, the Order Form will renew for another Term at then-current rates.

7. Termination

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

7.2     Either party may terminate an Order Form if:

a) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, or

b) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.

7.3     In the event of non-payment by the Customer, Inquisium may accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand. All accelerated future payments due under this Agreement shall be discounted to their net present value at a discount rate of 5% per annum from the day of default. If you fail to pay fees when due, then you shall also be liable for all fees due during the term of the Order Form and any additional expenses (including but not limited to reasonable attorneys' fees and accrued interest) Inquisium incurs in collecting such delinquent fees.

7.4     In the event of non-payment by the Customer, Inquisium reserves the right to restrict access to the Services. Customer agrees that such restrictions do not modify the amounts due under their Order Form.

7.5     Inquisium reserves the right to suspend or discontinue support services hereunder (without terminating this Agreement) in the following circumstances: (a) Customer's requests for support are overly excessive or duplicative of prior requests for issues that have already been addressed by Inquisium; (b) Customer's requests relate to the general use of the Services that are addressed via Inquisium's training tools and resources or which a person, using reasonable efforts, can perform after completing the Inquisium's training tools or resources; or (c) Customer is abusive or offensive toward Inquisium's personnel.

8. LICENSE GRANT:

8.1     Subject to the terms and conditions of this Agreement, and during the Term of the applicable Order Form, Inquisium will provide you with a non-exclusive, non-transferable license to access and use the Inquisium System as upgraded from time to time. You may use the Inquisium System only for purposes of performing your internal business operations or your clients' business operations outsourced to you. You may not use the Inquisium System as part of a commercial time-sharing or service-bureau operation or in any other resale capacity. Except for the foregoing license, no other rights in the Inquisium System are granted to you hereunder, and the Inquisium System is and will remain the sole and exclusive property of Inquisium and its licensors, if any, whether the Inquisium System is separate or integrated with any other products, services or deliverables.

8.2     Access is limited to the version of the Software in Inquisium’s production environment. Inquisium may from time to time at its sole discretion update the Software and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements.

8.3     Inquisium will provide Customer online access to and use of the Software via the Internet by use of a Customer-provided browser. The Software will be hosted on a server that is maintained by Inquisium or its designated third party supplier or data center. Customer is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the Software, including but not limited to Internet access and adequate bandwidth.

9. RESPONSIBILITIES OF PARTIES:

9.1     You are responsible for any use of the Services, including without limitation for any data, materials and content (including the adequacy and accuracy thereof) uploaded to or transmitted using the Services by you or your employees or agents. Even though Inquisium maintains redundant servers, you are responsible for the backup of your data used in conjunction with the Services.

9.2      Customer represents and warrants that all data, materials and content ("Customer Data") it provides for use with the Services is owned by Customer or Customer has the right to provide such Customer Data to Inquisium for use with the Services. Customer also represents and warrants that any use or transmission of Customer Data does not and shall not violate or infringe the intellectual property, privacy or publicity rights of any third party. Customer shall defend, indemnify and hold Inquisium harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Inquisium or which are agreed by Inquisium to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by Customer. Customer shall not be entitled to settle or compromise any such claim made against Inquisium without Inquisium's prior written consent, such consent not to be unreasonably withheld.

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

9.4      Inquisium will assign you one or more user IDs and passwords that will enable you to access the Services. You shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords, and You are solely responsible for any losses arising from another party’s use of such IDs and passwords, either with or without Your knowledge. Each user ID is unique to the assigned individual and may not be shared with others, including other personnel of Customer. You agree that you will use the Services only for lawful purposes and in accordance with these Terms of Use. You shall not reverse engineer, disassemble or decompile the Services or cause or permit the reverse engineering, disassembly or decompilation of the Services.

9.5     Customer represents and warrants that it is not and will not provide the Service to any entity incorporated in or resident in a country subject to economic or trade sanctions by the U.S. State Department and/or OFAC or are listed as a "Specially Designated National," a "Specially Designated Global Terrorist," a "Blocked Person," or similar designation under the OFAC sanctions regime. Any breach of this Section shall be deemed a material breach of this Agreement and Inquisium may immediately terminate this Agreement.

10. CONFIDENTIALITY:

10.1     Each party receiving Confidential Information hereunder ("Recipient") agrees that:

a) it will treat all Confidential Information of the other party with the same degree of care as such Recipient accords to its own Confidential Information, but in no case less than reasonable care; and

b) it will not use, disseminate, or disclose to third parties any Confidential Information of the disclosing party ("Discloser"), except for the purpose of providing the Services and for any other purpose Discloser may authorize.

10.2     For purposes of this Agreement, "Confidential Information" means any information, regardless of form, proprietary to or maintained in confidence by either party, including, without limitation, any Customer Data, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by either party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other party or any of its employees or agents.

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

10.4     Recipient will have no obligation with respect to any portion of the Confidential Information which:

a) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public;

b) was acquired by Recipient before receiving such information from Discloser and without restriction as to use or disclosure;

c) is hereafter rightfully furnished to Recipient by a third party, without restriction as to use or disclosure;

d) is information that was independently developed by Recipient without reference to Confidential Information received hereunder; or

e) is disclosed with the prior written consent of Discloser.

10.5     Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, provided that it gives Discloser reasonable advance notice sufficient to contest such requirement of disclosure, unless it is prevented from providing such notice by the government agency or operation of law.

11. OWNERSHIP AND USE OF DATA:

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

11.2      Customer retains any and all rights it may possess to Customer Data provided by Customer to Inquisium through the Services or collected from others by Inquisium on behalf of Customer. Such Customer Data will only be used by Inquisium as reasonably required for providing the Services contemplated hereunder and in accordance with the Cvent Global Privacy Policy (http://www.cvent.com/en/privacy-policy) and all applicable data privacy laws and regulations laws (collectively, "Data Privacy Policy and Rules"). Both parties agree to comply in all material respects with the Data Privacy Policy and Rules, and will provide such help and cooperation as is reasonably necessary or requested to the other to comply with the same.

11.3      Data, including, but not limited to, hotel information, program information, contact information, and other related data, may be provided by Customer in order to facilitate their use of the Service. In some cases, this data is provided directly to Inquisium by Customer, through manual entry or electronic interfaces, where it is stored in a secure environment according to Cvent’s Privacy Policy. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of the data it submits to the Service. In other cases, data may be sourced by Inquisium directly from a hotel property, a corporate/agency or from a third party source. Customer agrees that Inquisium has the rights and ability to use this data and the Customer’s data to provide the Service. These rights also include the distribution and provision of data to be shared as aggregated data with other Inquisium customers. Benchmarking, research, and/or analytical materials prepared by Inquisium containing any of this data will be based on historical, aggregated data presented on an anonymous basis in compliance with applicable law. In the event the data held by Inquisium contains proprietary, hotel-specific or corporate program specific rate data, Inquisium agrees that such data will not be distributed to any customers without specifically aggregating and making anonymous the data, so that customer-specific rates and bids are secured. Customer grants to Inquisium a perpetual, non-cancelable, worldwide, non-exclusive right to utilize any data that arises from the use of the Service by Customer whether disclosed on or prior to the Effective Date for any legitimate commercial purpose, including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information. Notwithstanding anything to the contrary in this Agreement and in addition to the foregoing, Customer hereby acknowledges and agrees that Inquisium may monitor Service utilization and use Customer Data to compile or create aggregated and/or anonymized information for any legitimate commercial purposes. (the "Aggregate Data"). Inquisium will be the sole owner of the Aggregate Data and, notwithstanding anything to the contrary, shall be free to use and disclose the Aggregate Data for any commercial purposes including, but not limited to, publicizing usage of the Services, providing information on general industry trends, and providing benchmarking data to Inquisium customers. Aggregate Data shall not identify Customer as the source of any specific data, pattern or finding, nor shall it include personally identifiable information of any individual users of the Service.

11.4     Unless we have your permission, Inquisium will not disclose or share personally identifiable information collected on the Site with any third party (except as required by law, pursuant to a governmental request, or for the purposes of providing you the Services). Upon Customer’s written request made within 30 days after the effective date of expiration or termination of this Agreement, Inquisium will, provided Customer is not in breach of any of its obligations under the Agreement and upon Customer’s payment of the applicable fees, make available to Customer for download a file of Customer Data in its then current format. After such 30-day period, Inquisium shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data maintained in its production systems, provided Inquisium may retain offline copies of Customer data on backup media for archival purposes for a reasonable period of time following expiration or termination of any Order Form.

12. NO "SPAMMING" OR ILLEGAL CONDUCT OR OTHER PROHIBITED USES:

12.1     You will not use the Services in any manner which exceeds the scope of your license under Section 10 (License Grant) of these Terms or under each applicable Order Form, or which violates your obligations under Section 11 (Responsibilities of Parties), or for illegal activities or junk mail, chain letters, pyramid schemes, "spam" or distribution to any person who has not given specific permission to be included in such a process (all the foregoing "Prohibited Uses"). Without limiting the generality of the foregoing, you are required to comply with the United States' Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 ("CAN-SPAM Act"), and the rules and regulations promulgated thereunder.

12.2     If you use our Services for any Prohibited Uses, we may immediately suspend or terminate your access to the Services. Inquisium reserves the right to base its findings with respect to spam and related analysis and decisions on, among other things, received complaints, observed email patterns, including rates of delivery and email percentage of emails sent reported as being read by Inquisium's application. Inquisium may also take any self-help remedies necessary to prevent continued Prohibited Uses, including, but not limited to, deleting the contact information from your address book on behalf of those individuals who lodge complaints with Inquisium or Inquisium’s web-hosting company. You are still responsible for full payment of your Order Form even if your access to the Services is terminated for spamming or other Prohibited Uses.

12.3     All email messages sent from Inquisium, including survey offerings, must contain an "unsubscribe" link that allows subscribers to remove themselves from your email messages. You acknowledge and agree that you will not hide, disable, or remove the opt-out link from the foregoing emails. You will actively manage and process unsubscribe requests received by you directly as soon as reasonably practicable and no later than ten (10) days after submission, and update your email lists and address books to reflect the unsubscribe requests.

12.4     Your messages sent using the Services must contain clear and conspicuous notice that the message is an advertisement or solicitation and that the recipient can opt out of receiving more commercial email from you. It also must include your identity as the sender, valid physical postal address and comply in all other respects with applicable law.

13. WARRANTIES:

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND INQUISIUM DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE. INQUISIUM DOES NOT REPRESENT OR WARRANT BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVERS USED FOR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

14. LIMITATION OF LIABILITY:

14.1     Inquisium's liability to you, your affiliates, registered agents, assignees, registrants or any third party claims, for claims seeking indemnity, or for any recoverable losses, damages, or litigation and attorneys' fees or costs arising under this Agreement including any Order Form(s) shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under the Agreement during its then-current Contract Year at the time of the incident giving rise to liability. If no fee is paid to Inquisium, Inquisium does not retain any liability.

14.2      IN NO EVENT WILL INQUISIUM OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT BE LIABLE OR INDEMNIFY THE OTHER PARTY FOR:

a) ANY DAMAGES CAUSED BY YOUR FAILURE OR THAT OF YOUR CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS TO PERFORM THEIR RESPONSIBILITIES;

b) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR

c) ANY LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, COST OF COVER, LOSS OF USE, LOSS OF DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND

IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SITE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3     These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement.

These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement.

15. SENSITIVE PERSONAL INFORMATION:

15.1      Notwithstanding any provision to the contrary in this Agreement, you acknowledge and agree that use of the Services to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary for use of the Services and therefore you shall be solely responsible for any such use of the Services by yourself or your employees, agents or subcontractors and Inquisium shall bear no risk or liability for same.

15.2      Sensitive Personal Information" shall be defined as:

a) social security numbers;

b) passport numbers or other government issued id numbers, date of birth and/or gender, except solely to the extent required by applicable regulations of the Department of Homeland Security or other government regulatory body;

c) health or medical information (other than food allergies or medical contact information);

d) financial account information (other than payment information entered securely using Inquisium's online payments module); and

e) other information which a reasonable person would recognize as being highly sensitive (but excluding, for avoidance of doubt, contact information such as name, mailing address, email address, and phone number).

16. LAWS AND DISPUTES:

This Agreement will be governed by the laws of the Commonwealth of Virginia, USA applicable to contracts made and performed wholly within Virginia without regard to any conflict of law principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. Customer and Inquisium agree to the sole and exclusive venue of the state and federal courts encompassing Arlington, Virginia for all matters arising with respect to the Services or this Agreement between the parties. The parties waive their right to a jury trial.

17. NOTICE:

Any notice pursuant to this Agreement shall be in writing and shall be deemed to have been duly given (a) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (b) when delivered if delivered personally or sent by express courier service; (c) when transmitted if sent by a confirmed facsimile; or (d) when transmitted via email, provided that the receiving party acknowledges receipt by return email, and that the email clearly states in the subject line that it is intended to give notice under this Agreement.

18. NON-SOLICITATION:

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

19. PROPRIETARY RIGHTS:

19.1     You acknowledge that Inquisium or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Services, and any or all modifications to the Services, related documentation and marketing materials regardless of:

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

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

19.2     Nothing in this Agreement will directly or indirectly be construed to assign or grant you any right of ownership, title or interest in the Services, or any intellectual property rights relating thereto.

19.3     You agree that you shall not disclose to anyone any proprietary or confidential information of Inquisium which you may receive through the Services or which may have access to on the Site, and that you will not use any such information to compete against Inquisium or reverse engineer our product offerings. No competitors or future competitors are permitted access to the Site or Services, and any such access by third parties is unauthorized.

19.4     You agree that you will not copy, record, publish, compile, reproduce, republish, use or resell for any competing commercial purpose any information on our Site or which you receive through the Services. In addition, you agree to pay all reasonable attorney's fees and costs incurred in enforcing these provisions.

19.5      To the best of Inquisium's knowledge, all material published by Inquisium on its web pages and other media properties, are done in full agreement with the original copyright owners (be that Inquisium or another party). If you come across a situation where you suspect that this may not be the case, in accordance with the Digital Millennium Copyright Act (DMCA), we ask that you contact:

Cvent, Inc.
RE: Inquisium
ATTN: General Counsel
1765 Greensboro Station Place, Suite 700
Tysons Corner, VA 22102
(703) 226 3500
legal@cvent.com

19.6     You understand and agree that any third party data, content, materials or software ("Third Party Content") which may be published on the Inquisium website or otherwise made available through the Services may be subject to third party licenses, that such licenses may be altered or revoked at any time by the applicable third party licensor, and that removal or alteration of Third Party Content shall not constitute a breach of this Agreement or any Order Form. In addition, to the extent Inquisium provides access to integrated third party systems through the Services ("Third Party Add-On") hereunder (as expressly designated in an Order Form) and such Third Party Add-On becomes unavailable to Customer due to termination or revocation by such third party prior to the expiration or termination of the Order Form, then Inquisium may terminate Customer’s access to the Third Party Add-On upon notice and such termination shall not constitute a termination or a breach of this Agreement or any Order Form. Access to Third Party Content (including Third Party Add-Ons) may require Customer to execute a separate third-party license or service agreement ("Third Party Service Agreement"), and Customer understands and agrees that Inquisium shall not incur any liability or have any responsibility with respect to performance or any other aspect of a Third Party Service Agreement.

20. ASSIGNMENT:

Except for assignment to a party's affiliate (any entity which directly or indirectly controls, is controlled by, or is under common control with such party), or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other party, neither party may assign or otherwise transfer any right or obligation set forth in the Agreement without the other party's prior written consent, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Inquisium may subcontract the provision of Services in whole or in part to a Inquisium affiliate. This Agreement will be binding upon the parties' respective successors and permitted assigns.

21. ENTIRE AGREEMENT; SEVERABILITY; WAIVER:

This Agreement supersedes any prior agreement or understanding between the parties whether oral or written in relation to its subject matter. This Agreement may only be modified by a written amendment signed by authorized representatives of each party, except for additional purchases under an active Order Form, which may be transacted via email. Any additional or conflicting terms contained in any Customer purchase order, proposal or other document shall be deemed to be rejected by Inquisium without need of further notice of objection, even if such document is acknowledged or accepted by Inquisium, and regardless of any statement to the contrary which may be contained therein, and shall be of no effect or in any way binding upon Inquisium. The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions. Inquisium's failure to exercise or enforce any right, power or remedy under this Agreement shall not operate as a waiver thereof.

22. FORCE MAJEURE:

Inquisium will not be in default or otherwise liable for any delay in or failure of its performance under these Terms if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, Distributed Denial of Service, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, criminals, failures or delays in transportation or communications, or any act or failure to act by Customer, its employees, agents, or contractors. The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of this Agreement. Inquisium is not liable for excusable delay.

23. LEGAL FEES:

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

24. NO THIRD PARTY BENEFICIARIES:

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

25. PRESS RELEASES; CUSTOMER LIST:

Customer agrees that Inquisium may use Customer's name and logo to identify Customer as one of the Company's customers on Cvent or Inquisium websites, in investor documents (whether or not filed with the Securities and Exchange Commission), and as a part of a general list of the Company's customers for use and reference in Inquisium's corporate and marketing literature. Additionally, Customer agrees that Inquisium may issue a press release identifying Customer as an Inquisium customer, subject to Customer's prior approval which will not be unreasonably withheld or delayed.

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