Trial Terms of Use For Event Management Product

TRIAL TERMS OF USE FOR EVENT MANAGEMENT PRODUCT

Last Updated: September 4, 2017

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these “Terms of Use” or “Terms”) describes the terms under which Cvent Singapore PTE Limited("Cvent") offers each individual or entity (hereinafter, “you” or “Customer”) trial access to its Services through the Cvent website and Cvent-branded mobile device applications (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 Cvent, except with Cvent’s prior written consent.

1. Trial

These Terms are incorporated by reference into your trial access pursuant to which the Customer receives the right to access and use Cvent’s owned and/or leased computer systems and certain proprietary and licensed software and other information (the “Cvent System” or “Services”) as upgraded from time to time. These Terms comprise a binding written agreement between Customer and Cvent, effective as of the date of your acceptance Customer (this “Agreement”). Cvent may amend these Terms at any time in its sole discretion, effective upon communication of these changes through any written contact method we have established with you. Upon the expiration of your Trial Period (as defined below), your access to the Cvent System shall be terminated and you shall have no further right to access Cvent System (and any information or data which you have uploaded). If you wish to continue your access to the Cvent System after the Trial Period, you must first execute an Order Form with Cvent. Upon the mutual execution of an Order Form, your access to the Cvent System shall be reactivated.

By accessing the Site and/or availing the trail access, you agree to authorize Cvent and its affiliates to communicate with you by email or any other medium as deemed fit by Cvent about (including but not limited to) products or services that our offered by Cvent and/or our affiliates, seek your post trial feedback about Cvent System, etc.

2. Event Management Product: Features

You shall receive the following features with your base edition of the Cvent Event Management Product.

Administrative	Express Edition
Online training and online user guides	✔
Graphics/documents library	2 GB*
Number of user logins	1*
Internal calendar for planners	✔
Address Book
Custom contact fields	Up to 15
Group contact management	✔
Unlimited importing/exporting	✔
Search and merge functions	✔
Registration Process
Mobile-friendly registration	✔
Ticketing	✔
Registrant (pre-event) questions	✔
Advanced Registration Options
Sync to calendar	✔
Networking
Reporting
Standard event reports	✔
Event Promotion
Social media share bar	✔
Promotional widgets	✔
Mobile-friendly event website	✔
Maps and weather	✔
Branding Package (Custom URL, Favicon, Custom Footer, etc.)	Not Available
Custom URL or Private Domain	Not Available
CrowdCompass Native Mobile App	Not Available
Travel Integrations****
Passkey (hotel) integration
Concur Travel integration
GetThere (air travel) integration
Rearden (air travel) integration
GDS integration (Sabre, Amadeus, Apollo, Galileo, Worldspan)
AMEX DTR integration
Integrations****
CrowdCompass Connector	Included w/ App Purchase
Google Analytics
API access
API access for Eloqua Connector
Webex integration
Single Sign-On
HTTP post page data transfer
External Authentication
Concur Expense integration
Citi Card integration
Webhooks	Not Available
Marketo integration	Not Available
Salesforce integration	Not Available

✔ = Included in base user subscription right
* = May purchase additional
*** = Additional fee applies if Enterprise version was active for customer prior to this feature's general release
**** = Customer acknowledges and agrees that ordering an Integration constitutes Customer’s express permission to Cvent to share Customer’s event information and other integration data with the applicable third party Integration provider.

3. Event Management Product: Usage Contacts, Emails and Storage

You may hold up to 100,000 contacts in the Cvent System at any given point in time. Additional contacts may be stored for SGD 0.35 per contact per year. You may send up to 500,000 emails per year. Additional emails may be sent for SGD 0.07 per email. Emails that do not include a link to a Cvent event registration process (e.g., email newsletters) may not be sent.

4. Price and Payment

Your trial access to the Cvent System is provided free of charge. If you exceed your use as set forth herein, you agree to pay all fees and other charges for such excess use at Cvent’s then current rates in accordance with this Agreement. All payments shall be made in Singapore Dollars, and unless otherwise stated, are exclusive of GST, which may be chargeable at the applicable rate. 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 Cvent will assess a finance charge at a rate of two percent (2%) above the base lending rate of the Monetary Authority of Singapore for the period beginning on the date on which payment was due and ending on the date on which payment is made. The Customer acknowledges and agrees that the aforementioned finance charge represents a "genuine pre-estimate" of the possible damage that Cvent will suffer in the event of non-payment and/or delayed payment of the fees by the Customer. Payment shall be by cheque or telegraphic transfer, unless otherwise specified on your Order Form. Cvent 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). 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. Term

The Term of this Agreement shall be fourteen (14) days from the date of activation (“Trial Period”). If you wish to continue to use the Services beyond the Trial Period, you shall execute an Order Form with Cvent.

6. Termination

Either Party may terminate this Agreement at any time, with or without notice, upon written notice. Upon termination or expiration, all obligations and liabilities of the parties under these Terms with respect thereto will terminate, except neither party will be relieved of liability for such party’s breach of any of the provisions of these Terms.

7. Subscription Right, Changes and Environment

Subject to the terms and conditions of this Agreement, during the Trial Period, Cvent will provide you with a non-exclusive, non-transferable and revocable subscription right to access and use the Cvent System as upgraded from time to time. You may use the Cvent System only for purposes of performing your internal business operations. You may not use the Cvent System as part of a commercial time-sharing or service-bureau operation or in any other resale capacity or to launch an event. Except for the foregoing subscription right, no other subscription rights in the Cvent System are granted to you hereunder, and the Cvent System is and will remain the sole and exclusive property of Cvent and its licensors, if any, whether the Cvent System is separate or integrated with any other products, services or deliverables.

Changes:
Access is limited to the version of the Cvent System in Cvent’s production environment. Cvent may from time to time at its sole discretion update the Cvent System 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.

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

8. Responsibilities of Parties

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 Cvent maintains redundant servers, you are responsible for the backup of your data used in conjunction with the Services.

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 Cvent 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, and Customer shall defend, indemnify and hold Cvent harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Cvent or which are agreed by Cvent 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 Cvent without Cvent’s prior written consent, such consent not to be unreasonably withheld.

Cvent 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. 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.

Upon Customer’s written request made within 30 days after the effective date of expiration or termination of this Agreement, Cvent will, provided Customer is not in breach of any of its obligations under the Agreement and upon Customer’s payment of the applicable fees, make available to Customer for download a file of Customer Data in its then current format. After such 30-day period, Cvent shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data maintained in its production systems, provided Cvent may retain archival copies of Customer data on offline backup media for a reasonable period of time not to exceed two (2) years following expiration or termination of any Order Form

9. Confidentiality

Each party agrees that (a) it will treat all Confidential Information of the other party with the same degree of care as such Recipient accords to its own Confidential Information, but in no case less than reasonable care; and (b) it will not use, disseminate, or in any way disclose any Confidential Information of the disclosing party (“Discloser”), except to the extent necessary to provide the Services under this Agreement, and for any other purpose Discloser may hereafter authorize. 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.

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

10. Ownership and Use of Data

Customer grants Cvent 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 Cvent to operate the Services. Customer also grants Cvent permission to use Customer images that are posted on the Site for purposes of advertising and promoting Cvent, including without limitation, marketing, training, or investment materials. Customer retains any and all rights it may possess to Customer Data provided by Customer to Cvent through the Cvent System or collected from others by Cvent on behalf of Customer. Such Customer Data will only be used by Cvent as reasonably required for providing Services as contemplated hereunder and in accordance with Cvent's Privacy Policy (http://www.cvent.com/en/privacy-policy.shtml)and all applicable data privacy laws and regulations laws (collectively, “Data Privacy Policy and Rules”). Both Cvent and Customer will comply in all material respects with the Data Privacy Policy and Rules, and will provide such help and cooperation as is reasonably necessary or requested to the other to comply with the same. Unless we have your permission, Cvent 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 purposes of providing you the Services.) Cvent 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.

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 Cvent by Customer, through manual entry or electronic interfaces, where it is stored in a secure environment according to Cvent’s Privacy Policy (http://www.cvent.com/en/privacy-policy.shtml). 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 Cvent directly from a hotel property, a corporate/agency or from a third party source. Customer agrees that Cvent 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 Cvent customers. Benchmarking, research, and/or analytical materials prepared by Cvent 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 Cvent contains proprietary, hotel-specific or corporate program specific rate data, Cvent 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 Cvent 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 commerical 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 Cvent may monitor Service utilization and use Customer-Provided Content and/or Customer Data to compile or create aggregated and/or anonymized information for any legitimate commercial purposes. (the "Aggregate Data"). Cvent 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 Cvent 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. No "Spamming" or Illegal Conduct or other Prohibited Uses

You will not use the Services in any manner which exceeds the scope of your subscription right under Section 8 (Subscription Right) of these Terms, or which violates your obligations under Section 9 (Responsibilities of Parties) of these Terms, 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”). If you use our Services for any Prohibited Uses, we may immediately suspend or terminate your access to the Services. Cvent 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 Cvent’s application. Cvent 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 Cvent or Cvent’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 Prohibited Uses.

All email messages sent from Cvent, including invitations, reminders and confirmations, must contain notification of how to unsubscribe from receiving further messages and 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.

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. You will not send commercial email messages using domains by proxy or any equivalent ownership masking service. You represent and warrant that you have sought prior consent from all the recipients for sending them email messages and you shall defend, indemnify and hold Cvent harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Cvent or which are agreed by Cvent to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representation and warranty or any violation of applicable spam law by Customer. Customer shall not be entitled to settle or compromise any such claim made against Cvent without Cvent’s prior written consent, such consent not to be unreasonably withheld.

12. Warranties

CVENT 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.

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 CVENT MAY IMMEDIATELY TERMINATE THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW CVENT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE.

13. Limitation of Liability

Cvent accepts liability as set forth in this Agreement. Neither Cvent nor Customer excludes or restricts liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or to any extent not permitted by law.

Cvent’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 Cvent, Cvent does not retain any liability.

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 YOU 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 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 this Agreement.

14. Sensitive Personal Information

Notwithstanding any provision to the contrary in this Agreement, you acknowledge and agree that use of the Cvent Services to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary for use of the Services and therefore you shall be solely responsible for any such use of the Services by yourself or your employees, agents or subcontractors and Cvent shall bear no risk or liability for same. “Sensitive Personal Information” shall be defined as: (a) the racial or ethnic origin of the data subject; (b) his political opinions; (c) his/her religious beliefs or other beliefs of a similar nature; (d) whether he/she is a member of a trade union (within the meaning of the Trade Union and Labour Relations (Consolidation) Act 1992); (e) his/her physical or mental health or condition (except for food allergies or medical contact information); (f) his/her sexual life; (g) the commission or alleged commission by him/her of any offense; (h) any proceedings for any offence committed or alleged to have been committed by him/her, the disposal of such proceedings or the sentence of any court in such proceedings; (i) national, social security or taxpayer id number or other government issued id numbers, date of birth and/or gender (except if stored in encrypted fields provided by Cvent for storage of such data); and (j) financial account information (other than payment card information entered securely using Cvent’s online payments module).

15. Laws and Disputes

This Agreement will be governed by the laws of Singapore and is subject to the exclusive jurisdiction of the courts located in Singapore. 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.

16. Notice

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

17. Proprietary Rights

You acknowledge that Cvent 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 (i) whether such intellectual property notices appear on the materials or (ii) whether such intellectual property notices have been filed with governmental agencies. 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.

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

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

Cvent Singapore PTE Limited
ATTN: General Counsel
Keppel Towers #13-03,
10 Hoe Chiang Road,
Singapore 089315
legal@cvent.com

You understand and agree that any third party data, content, materials or software (“Third Party Content”) which may be published on the Cvent 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, provided there is no material reduction of functionality in the Cvent System, removal or alteration of Third Party Content shall not constitute a material breach of this Agreement or any Order Form.

18. Assignment

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

19. Third Party Rights

The parties acknowledge and agree that a person who is not Cvent or Customer (including an employee, officer, director, agent, representative, or other affiliated third party of Customer or Cvent) has no rights under this Agreement, pursuant to the Rights of Third Parties Act of 1999, to enforce any term or condition of this Agreement.

20. Force Majeure

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

21. Entire Agreement

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 or error corrections under an active Order Form, which may be transacted or mutually accepted via email. Any additional or conflicting terms contained in any Customer purchase order or similar document shall be deemed to be rejected by Cvent without need of further notice of objection, even if such document is acknowledged or accepted by Cvent, and regardless of any statement to the contrary which may be contained therein, and shall be of no effect or in any way binding upon Cvent. The various provisions and sub-provisions of this Agreement are severable and if any provision or sub-provision is held to be unenforceable by any court of competent jurisdiction then the parties agree to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the original intention of the invalid or unenforceable term or provision.

The parties acknowledge and agree that (i) they have not been induced to enter into this Agreement by, nor have they relied on, any statement, representation, warranty, or other assurance not expressly incorporated; (ii) in connection with this Agreement, their only right and remedies in relation to any statement, representation, warranty, or other assurance are for breach of this Agreement and that all other rights and remedies are excluded. The preceding provision will not affect the rights and remedies of Cvent or Customer for any fraudulent misrepresentation.