Last Updated: June 22, 2016
IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document describes the terms under which Cvent, Inc. ("Cvent") grants each individual or entity (hereinafter, “Licensee”) a license to test a beta version of the software contained on this Website (the “Beta Software”) through its access and use (these “Terms”). By accessing this Website or any content found herein, Licensee agrees to comply with and to be bound by these Terms. If you do not understand or agree with these Terms, please do not use the Website or the Beta Software. You may not access the Website or the Beta Software if you are a direct competitor of Cvent, except with Cvent’s prior written consent.
THE BETA SOFTWARE LICENSED HEREUNDER IS EXPERIMENTAL AND IS BELIEVED TO CONTAIN DEFECTS, AND A PRIMARY PURPOSE OF THIS BETA SOFTWARE LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE BETA SOFTWARE, INCLUDING BUT NOT LIMITED TO THE CORRECT FUNCTIONING OR PERFORMANCE OF THE BETA SOFTWARE. THESE TERMS SHALL NOT CREATE ANY OBLIGATION FOR CVENT TO CONTINUE TO DEVELOP, PRODUCTIZE, SUPPORT, REPAIR, OFFER FOR SALE OR IN ANY OTHER WAY CONTINUE TO PROVIDE OR DEVELOP FOR LICENSEE OR ANY OTHER PARTY THE BETA SOFTWARE CONTAINED ON THIS WEBSITE. ACCORDINGLY, LICENSEE HEREBY ACKNOWLEDGES AND AGREES ITS, ITS AFFILIATES, AND/OR THEIR EMPLOYEES, REPRESENTATIVES, AGENTS, OR SUBCONTRACTORS USE OF THE BETA SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY DATA INPUT INTO THE BETA SOFTWARE, BY WILL BE AT SUCH PARTY’S/PARTIES’ OWN RISK, AND THAT CVENT WILL BEAR NO RISK OR LIABILITY ARISING FROM THE SAME.
Cvent hereby grants to Licensee a non-exclusive, non-transferable, revocable, and limited license (without the right to sublicense) (i) to access the Website and to use the Beta Software solely for purposes of testing and evaluation. Except as otherwise specifically permitted in these Terms, Licensee may not: (a) modify or create any derivative works of the Beta Software, including but not limited to translation or localization; (b) copy the Beta Software or create derivative works therefrom; (c) separate the Beta Software, which is licensed as a single product, into its component parts; (d) sublicense or permit simultaneous use of the Beta Software by more than one user; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for the Beta Software; (f) redistribute, encumber, sell, rent, lease, sublicense, use the Beta Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Beta Software; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Beta Software; or (h) publish any results of benchmark tests run on any Beta Software to a third party without Cvent’s prior written consent.
Cvent will be entitled to revoke or terminate the license granted hereunder at any time for any reason or no reason by without notice thereof. Upon any revocation or termination of the license by Cvent, Licensee shall immediately cease using the Beta Software.
Intellectual Property Rights
Notwithstanding anything to the contrary in these Terms, Cvent retains all ownership rights, title, and interest in the Beta Software. The Beta Software is copyrighted and is protected by United States laws and international treaty provisions. Licensee will not remove copyright notices from the Beta Software. Licensee agrees to prevent any unauthorized copying of the Beta Software. Except as expressly provided herein, Cvent does not grant any express or implied right to you under Cvent patents, copyrights, trademarks, trade secret information or other intellectual property right.
Confidentiality of Beta Software
Licensee acknowledges and agrees that the Beta Software, including the specific design and structure, and the “look and feel” of the Beta Software, licensed hereunder by Cvent constitute the confidential and proprietary information of Cvent. Licensee agrees not to transfer, copy, disclose, provide, or otherwise make available such confidential information in any form to any third party without the prior written consent of Cvent. Licensee agrees to use its best efforts to cooperate with and assist Cvent in identifying and preventing any unauthorized use, copying, or disclosure of the Beta Software or any portion thereof.
It is expressly understood, acknowledged and agreed that all suggestions, comments, and feedback, including but not limited to usability, bug reports and test results, with respect to Beta Software testing (collectively, "Feedback") provided to Cvent by Licensee, whether oral or written, will be the exclusive property of Cvent, and Cvent will retain all ownership rights, title, and interest thereto.
Disclaimer of Warranties
THE BETA SOFTWARE IS LICENSED "AS IS," AND CVENT HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, CVENT DOES NOT WARRANT THAT THE BETA SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE BETA SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE BETA SOFTWARE. CVENT IS UNDER NO OBLIGATION TO PROVIDE TECHNICAL SUPPORT UNDER THE TERMS OF THIS LICENSE, AND PROVIDES NO ASSURANCE THAT ANY SPECIFIC ERRORS OR DISCREPANCIES IN THE BETA SOFTWARE WILL BE CORRECTED.
Limitation of Liability
CVENT WILL NOT BE LIABLE TO LICENSEE, ITS AFFILIATES, AND LICENSEE’S AND/OR ITS AFFILIATES’ REGISTERED AGENTS, ASSIGNEES, REGISTRANTS FOR ANY DIRECT CLAIMS, FOR ANY THIRD PARTY CLAIMS, FOR ANY CLAIMS SEEKING INDEMNITY, OR FOR ANY RECOVERABLE LOSSES, DAMAGES, OR LITIGATION AND ATTORNEYS' FEES OR COSTS ARISING UNDER THESE TERMS OR OTHERWISE ARISING FROM LICENSEE’S ACCESS TO THE WEBSITE AND USE OF THE BETA SOFTWARE. IN NO EVENT WILL CVENT OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT BE LIABLE OR INDEMNIFY LICENSEE FOR: (i) ANY DAMAGES CAUSED BY LICENSEE’S FAILURE OR THAT OF LICENSEE’S CLIENTS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS TO PERFORM THEIR RESPONSIBILITIES; (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR (iii) ANY LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, COST OF COVER, LOSS OF USE, LOSS OF DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE WEBSITE OR THE BETA SOFTWARE, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF CVENT OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in these Terms.
Governing Law; Venue
These Terms are governed by, construed and enforced in accordance with 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 these Terms. Any controversy or claim arising out of, or relating to, these Terms (including the enforceability or breach thereof) or relating to the Beta Software shall be finally resolved by binding arbitration in accordance with the JAMS Streamlined Arbitration Rules & Procedures (http://www.jamsadr.com/rules-streamlined-arbitration/), then currently in effect, by a sole arbitrator. Notwithstanding the foregoing, the arbitrator shall not be authorized to award punitive damages with respect to any such claim or controversy, nor shall any party seek punitive damages relating to any matter under, arising out of or relating to these Terms or the Beta Software in any other forum. If any arbitration or court action is commenced by either party, the substantially prevailing party in that arbitration or action is entitled to recover from the other party its attorneys’ fees and costs (including arbitration fees and costs and expert witness fees) incurred in connection therewith. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The entire arbitration shall be conducted and concluded in no later than ninety (90) days after service of the arbitration demand. A written demand for arbitration must be delivered within one (1) year from the date on which the Beta Software that is the subject of the claim was provided. Failure to comply with this provision shall be a complete bar to any claim. The place of arbitration will be Cvent’s headquarters, located at the following address (or such other headquarters address as Cvent shall subsequently designate in a written notice to Customer): 1765 Greensboro Station Place, 7th Floor, Tysons Corner, Virginia 22102.
These Terms constitute the complete and exclusive agreement between Licensee and Cvent with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein, and Licensee acknowledges and agrees that nothing contained herein shall give rise to any right, obligation, cause of action, claim, or remedy under any other agreement entered into by and between the parties.
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