Last Updated: May 21, 2018
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. 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 Cvent, pursuant to which the Customer receives the right to access and use Cvent's owned and/or leased computer systems and certain proprietary software and other information (the "Cvent System," "Software," or "Services") as upgraded from time to time (the "Order Form").
1.2 These Terms and the Order Form together comprise a binding written agreement between Customer and Cvent, effective as of the date of mutual execution of the Order Form by Cvent and Customer (this "Agreement"). Cvent 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.cvent.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.
2. EVENT MANAGEMENT PRODUCT: FEATURES:
2.1Unless your Order Form states otherwise, you shall receive the following features with your base edition of the Cvent Event Management Product.
|Administrative||Express Edition||Professional Edition||Enterprise Edition|
|Online training and online user guides||✓||✓||✓|
|Unlimited customer support (24 hours a day; 7 days per week)*||✓||✓||✓|
|Graphics/documents library||2 GB**||5 GB**||10 GB**|
|Number of user logins||1**||1**||5**|
|Internal calendar for planners||✓||✓||✓|
|Event approval process||✓|
|Custom contact fields||Up to 15||Up to 150||Up to 150|
|Group contact management||✓||✓||✓|
|Search and merge functions||✓||✓||✓|
|Address book segmentation||✓|
|Membership Management (includes eMarketing)||Additional Fee||Additional Fee|
|Invitations and eMarketing Engine|
|Text and HTML emails||✓||✓||✓|
|Reminder, confirmation, no-show, post-event emails||✓||✓||✓|
|Add to Passbook Apple iOS||✓||✓||✓|
|Mail-merge and dynamic content||✓||✓||✓|
|Email content analysis tool||✓||✓||✓|
|Invitation forwarding and email capture||✓||✓|
|eMarketing Module (for newsletters, promotions, etc.)||Additional Fee||Additional Fee||Additional Fee|
|Planner SMS Alerts||Additional Fee||Additional Fee||Additional Fee|
|Registrant (pre-event) questions||✓||✓||✓|
|Attendee (post-event) questions||✓||✓|
|Regret and Cancellation questions||✓||✓|
|Session level questions||✓||✓|
|Advanced Registration Options|
|Sync to calendar||✓||✓||✓|
|Multiple registration fees for different contact types||✓||✓|
|Walk-in registration (kiosk mode)||✓||✓|
|Advanced rules (i.e. you must select 2 sessions to proceed)||✓||✓|
|Dynamic registration paths||✓||✓|
|Multilingual registration and website||✓||✓|
|Online fee collection and automatic refunds||✓||✓||✓|
|E-commerce gateway account (Payflow Pro, Moneris, Cybersource, Authorize.net AIM, etc. or opt for Cvent Payment Services)||1**||1**||1**|
|Hosted Order Page (PayPal Express, Cybersource SA, Authorize.net SIM)||1**||1**||1**|
|Discount codes, early bird rates, and service fee at check-out||✓||✓||✓|
|Assign general ledger (GL) codes||✓||✓|
|Standard event reports||25-50+ reports||80+ reports||80+ reports|
|Cross event reports||✓||✓||✓|
|Unlimited custom reports||✓||✓|
|Parked reports (delivered via email link)||✓||✓|
|Dashboard views of data (list, pie chart, or bar graph)||✓|
|Social media share bar||✓||✓||✓|
|Advanced website design (99 Custom HTML pages, 10 tabs)||1 Custom HTML page||✓||✓|
|Mobile-friendly event website||✓||✓||✓|
|Maps and weather||✓||✓||✓|
|Live Twitter feed||✓||✓|
|Publish event to Facebook||✓||✓|
|Events calendar for invitees||✓|
|Branding Package (Custom URL, Favicon, Custom Footer, etc.)||Additional fee||Additional fee||Additional fee|
|Custom URL or Private Domain||Additional fee||Additional fee||Additional fee|
|CrowdCompass Native Mobile App||Additional fee||Additional fee||Additional fee|
|Event Logistics and Management|
|Cvent Supplier Network Basic||✓||✓||✓|
|Name badges (with bar codes and QR codes)||✓ (fixed format)||✓||✓|
|Hotel & Travel module||✓|
|Budget Allocation/HCP (includes 40 implementation hours)||Additional fee||Additional fee|
|Resource Management||Additional fee||Additional fee|
|Meeting Estimator||Additional fee||✓|
|Meeting Request Form||Additional fee||1|
|Meetings management module (inclusive of meeting request forms & workflow)||Additional fee||Additional fee|
|Abstract Management Module||Additional fee||Additional fee||Additional fee|
|Appointments Module||Additional fee||Additional fee||Additional fee|
|Passkey (hotel) integration||✓|
|Concur Travel integration||Additional fee||Additional fee|
|GetThere (air travel) integration||Additional fee||Additional fee|
|Rearden (air travel) integration||Additional fee||Additional fee|
|GDS integration (Sabre, Amadeus, Apollo, Galileo, Worldspan)||Additional fee||Additional fee|
|AMEX DTR integration||Additional fee||Additional fee|
|CrowdCompass Connector||Included w/ App Purchase||Included w/ App Purchase||Included w/ App Purchase|
|API access||Additional fee||Additional fee|
|Webex integration||Additional fee||Additional fee|
|Single Sign-On||Additional fee||Additional fee|
|HTTP post page data transfer||Additional fee||Additional fee|
|External Authentication||Additional fee||Additional fee|
|Concur Expense integration||Additional fee||Additional fee|
|Citi Card integration||Additional fee||Additional fee|
|Webhooks||Additional fee||Additional fee||Additional fee|
|Marketo integration||Additional fee||Additional fee||Additional fee|
|Eloqua integration||Additional fee||Additional fee||Additional fee|
|Salesforce integration||Additional fee||Additional fee||Additional fee|
|Fee Collection (Card on File, New Credit Card, Offline)||✓||✓|
|Collect Donations/Sell Additional Items||✓||✓|
|Barcode Scanning (camera)||✓||✓|
|Barcode Scanning (external, wireless, Bluetooth device)*||✓|
|SMS Alerts||✓ *****|
|QuickScan Kiosk Mode||✓|
|Badge Printing||✓ ******|
|Galleries per Event||1||5|
|Search Terms per Gallery||10||10|
|Direct Posts||Additional fee|
|Onsite Support||Additional fee|
|Implementation Hours||Additional fee|
✓ = Included in base user subscription
* = Only those customers who have been assigned unique log-in credentials to the Services shall have access to our support services
** = May purchase additional
*** = 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.
**** = Customer will be charged an overage fee for any registrations beyond the number of registrants allowed for a given event as per the Order Form, at the rate specified in the Order Form and the exact amount of the overage fees so charged will be set forth on the Order Form.
***** = By using this feature, you represent and warrant that you have sought prior permission from the intended recipient(s) to send them SMS. Further, any costs and charges involved in sending and/or receiving SMS shall be borne by you and/or the intended recipient (as the case may be).
****** = Badge printing through OnArrival Premium is limited to 500 attendees per event. Events with greater than 500 attendees per event will require the purchase and use of OnArrival360. Please contact your Sales Representative for additional information.
3. EVENT MANAGEMENT PRODUCT: USAGE CONTACTS, EMAILS AND STORAGE
3.1 Irrespective of edition (in either Professional or Enterprise edition), you may hold up to 100,000 contacts in the Cvent System at any given point in time. Additional contacts may be stored for £0.20 per contact per year. You may send up to 500,000 emails per year. Additional emails may be sent for £0.04 per email. Emails unrelated to a Cvent event (e.g., email newsletters) will be assessed an additional charge and are not included in either the Professional or Enterprise editions. Customers purchasing the eMarketing Module may send email newsletters, promotions, announcements and other non-event-related communications, without incurring any extra per email charge, up to the annual limit of 500,000 emails. Additional 5 GB of storage for the graphics/documents library is available for £200. Contact your Account Executive to purchase additional contact storage, annual emails or additional graphics/documents library storage.
4. EVENT MANAGEMENT PRODUCT: EVENT BUILDS
4.1 Cvent provides event building services by its professional staff. The Event Build complexity levels are categorized, from lowest to highest, as Simple Builds, Medium Builds, Advanced Builds and Complex Builds, characterized by the attributes below:
|Travel||No||1-5 Hotels||5-10 Hotels||10+ Hotels|
|Discount codes, early bird rates, and partial payments||No||Yes||Yes||Yes|
|Session visibility and/or registration rules||No||Yes||Yes||Yes|
|Event Length||1 day event||2 day event||3 day event||4+ day event|
4.2 The highest complexity level in which any two of an Event Build's attributes belong determines the complexity level of the Event Build. Your Order Form may specify a number of Event Builds of a given complexity level and price. Cvent reserves the right to determine that an Event Build is of a higher complexity level than previously assigned, and you will be charged as specified in your Order Form or, if not specified, for the difference in then-current Event Build complexity level rates. An additional fee, as specified on your Order Form or otherwise at then-current rates, may be charged for optimizing an event site and registration process for display on mobile devices.
5. EVENT REGISTRATION FEES PROCESSING BY CUSTOMER:
5.1 If you wish to process credit card payments in connection with the Cvent System, you must first establish your own merchant bank account and an account with a provider of credit services on the Internet supported by Cvent. Cvent cannot and does not guarantee that you will be able to qualify for and obtain a merchant account compatible with the Cvent System.
5.2 You are responsible for:
a) testing the connectivity of your merchant account (including authorization, settlement and refund) prior to processing credit card payments at your event; and
b) all fees and expenses generated in your merchant bank account.
5.3 Any refunds or credits must be independently arranged between you and your registrants or your clients' registrants. If you or your client cancels an event for which you have collected fees or if you permit partial or complete refunds, you must maintain sufficient funds in your bank account so that the Cvent System may issue such refunds to your registrants. For security purposes, funds collected will not be held by Cvent at any point in this process. All funds will pass from registrant to customer without ever being deposited in accounts controlled by Cvent.
6. EVENT REGISTRATION FEES PROCESSING BY CVENT:
6.1 If specified on your Order Form, Cvent shall process the collection of Customer's event registration fees received by the Cvent System's online payments module (the "Event Registration Fees") for the period or events specified under the Agreement ("Cvent Payment Services").
6.2 Cvent shall retain a percentage of any Event Registration Fees as specified under the Order Form, which may include bank and merchant account fees, internet gateway fees, and administrative expenses incurred by Cvent hereunder ("Cvent Payment Processing Fee").
6.3 Cvent shall remit to Customer the remainder of Event Registration Fees ("Customer Repayment"), after deducting the Cvent Payment Processing Fee and any payment refunds, payment reversals and/or chargeback fees, as may be applicable. Customer Repayment shall be processed monthly, with amounts payable to Customer being remitted by check no later than the last business day of the month one (1) month following receipt of the Event Registration Fees by Cvent. For example, for Event Registration Fees collected in March, Cvent shall send payment of the corresponding Customer Repayment no later than the following April 30th, or last business day of April if earlier. The parties may agree to alternative arrangements for Customer Repayment under each Order Form. Except as otherwise set forth in the Order Form, all Customer Repayments will be remitted in the legal tender of one of the settlement currencies supported by Cvent (currently, USD, GBP, EUR, AUD and SGD), less any applicable fees and reserves, originating from an applicable bank account. When the presentment currency (the currency used to pay the Event Registration Fees) is different than the settlement currency (the currency used to pay the Customer Repayment), Cvent will convert to the settlement currency at 1% above the daily mid-market foreign exchange rate. Cvent shall not be responsible for any fees charged by a customer bank for accepting payment from Cvent.
6.4 Customer agrees that Cvent may deduct any charges related to chargebacks, reversals or payment disputes (collectively, "chargeback fees") related to the processing of the Event Registrations Fees from amounts otherwise due to Customer under these Terms, and such chargeback fees shall be deducted from Customer Repayment amounts, as set forth above. Cvent reserves the exclusive right to withhold any pending disputed fees until resolved between Cvent and the cardholder's financial institution. In addition, Cvent shall charge Customer a GBP25.00 chargeback handling fee for each chargeback, reversal, or payment dispute arising from the processing of Event Registration Fees hereunder, and all such chargeback handling fees shall be deducted from Customer Repayment amounts regardless of the outcome of the chargeback or dispute. Cvent shall provide a statement prior to issuing each Customer Repayment check which shall set forth the amount of Event Registration Fees collected, the Cvent Payment Processing Fee withheld, and the amount of any refunds, reversals, and chargeback fees. Customer shall not be entitled to a refund of any Cvent service fees charged for transactions in the event of a refund, reversal, or chargeback being issued.
6.5 Cvent, in its sole discretion, may place a reserve on funds otherwise payable to Customer when Cvent believes there may be a high level of risk associated with Customer's account. A "reserve" means a percentage of Customer's Event Registration Fees that Cvent may hold in order to protect against the risk of reversals, chargebacks, or any other liability related to Customer's account and/or use of the Services. If Customer is subject to a reserve, Cvent will provide Customer with notice specifying the terms of the reserve including the percentage and duration of the reserve, and any reserved funds will be shown as "reserved" on the statement issued to Customer.
6.6 If there are insufficient funds in the Cvent Merchant Account to cover Customer's payment obligations hereunder, Customer agrees that Cvent may elect to invoice Customer for any such amounts, and Customer shall pay such amounts not reasonably disputed by Customer within five (5) business days after receipt of invoice.
6.7 Customer must ensure at all times while event registration is open that a refund policy be clearly stated both on the event website and within the registration form, clearly stating that no refunds shall be considered after sixty (60) days following payment, or fifteen (15) days following the completion of the event in which registration fees were collected.
6.8 Cvent reserves the right at its sole discretion to withhold any outstanding fees payable to Cvent for any Services provided under any Agreement between Cvent and the Customer which are outstanding for any duration of time when Customer Repayment is issued and apply such withholding to the Customer's balance due to Cvent. Cvent shall in good faith attempt to notify the Customer in advance of any such withholding.
6.9 Customer shall indemnify and hold harmless Cvent, its directors, officers, employees, agents and affiliates from and against any and all claims, losses, liabilities, damages and expenses, including reasonable attorneys' fees, (collectively "Claims") to the extent that any such Claim is caused by or arises out of:
a) any failure of Customer to comply with any law, regulation or card association rules applicable to the Services;
b) any dispute between (i) Customer and any event registrant, bank or card issuer, or (ii) between any card issuer and any event registrant, including, without limitation, any dispute regarding the goods and services purchased with the Event Registration Fees or the payment of any amounts owed or alleged to be owed by one or more such persons to any other such persons; and
c) any instructions or procedures that Customer may provide to Cvent in connection with the Services rendered by Cvent under these Terms and Cvent's compliance therewith.
6.10 NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED HEREUNDER, CUSTOMER ACKNOWLEDGES AND AGREES THAT PAYMENT OF ANY AMOUNTS DUE CVENT WITH RESPECT TO CVENT PAYMENT SERVICES, FOR FEES, REFUNDS, CHARGEBACKS, DISPUTES, OR EXPENSES RELATED THERETO AS PROVIDED ELSEWHERE IN THESE TERMS, SHALL NOT BE PROHIBITED BY ANY PROVISION OF THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES.
7. REGISTRATIONS AND REGISTRANTS:
7.1 Your Order Form may specify a number of registrants allowed for a given service level and or price. You will be billed for any registrations beyond this number at the rate specified in your Order Form, or the then current rates for overage if none is specified. Except for price, which may differ, you agree that registrations incurred beyond the contracted level will be subject to the same terms. For Order Forms specifying per-event pricing, each event activated in the Cvent System will be counted for billing purposes except events flagged in advance for administrative purposes by Cvent Customer Service.
7.2 A Registrant is defined as a person registering via a registration process created within the Cvent system, even if the Registrant was submitted manually through the back end of the system. Guests registered under a Registrant will count as a Registrant for billing purposes. Each registration will count as a Registrant for billing purposes from the point of submission, not from the point of approval or confirmation. If a person cancels, the initial registration still counts as a Registrant for billing purposes.
7.3 You agree that the number of Registrants listed under minimum usage fee in your Order Form is the minimum number of Registrants you agree to use and pay for per annum. Should you use less than this minimum number, fees due under the Order Form will not be reduced. Unused registrants will not roll over to another term year.
8. PRICE AND PAYMENT:
8.1 You agree to pay all fees and other charges in accordance with this Agreement. All payments shall be made in British pound sterling, and unless otherwise stated, are exclusive of VAT, which may be chargeable at the applicable rate.
8.2 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 daily finance charge at a per annum rate of seven percent (7%) above the base lending rate of the European Central bank for the period beginning on the date on which payment was due and ending on the date on which payment is made.
8.3 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.
8.4 Except where prohibited by applicable law, if you pays any fees due hereunder via credit or debit card, then Cvent reserves the right to charge you an additional fee equal to three percent (3%) of the amount charged, and you hereby consent to such charge being made against the credit or debit card.
8.5 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.
8.6 You are responsible for 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 Cvent's net income.
8.7 Cvent 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.
9.1 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.
9.2 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.
9.3 If the Order Form specifies a certain number of events, registrants, 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, Registrants when the individual is registered, Contacts when created, and Events when created (not the actual date of the event).
9.4 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.
10.1 If you become dissatisfied with the Services because of substantial non-performance, you shall give Cvent detailed written notice of such dissatisfaction. Cvent shall have thirty (30) days to cure the substantial non-performance after receipt of such notice. If Cvent fails to cure such substantial non-performance, you may terminate the applicable Order Form and Cvent 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.
10.2 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.
10.3 In the event of non-payment by the Customer, Cvent 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) Cvent incurs in collecting such delinquent fees.
10.4 In the event of non-payment by the Customer, Cvent reserves the right to restrict access to the Services. Customer agrees that such restrictions do not modify the amounts due under their Order Form. Cvent further reserves the right to suspend or discontinue support services hereunder (without terminating this Agreement) in the following circumstances:
a) your requests for support are overly excessive or duplicative of prior requests for issues that have already been addressed by Cvent;
b) your requests relate to the general use of the Services that are addressed via Cvent's training tools and resources or which a person, using reasonable efforts, can perform after completing the Cvent's training tools or resources; or
c) you are abusive or offensive toward Cvent's personnel.
10.5 Upon termination or expiration of Cvent Payment Services under each applicable Order Form, all obligations and liabilities of the parties under these Terms with respect thereto will terminate, except as follows:
a) Cvent will complete processing of any Event Registration Fees received prior to the effective date of termination; and
b) neither party will be relieved of liability for such party's breach of any of the provisions of these Terms or the Order Form.
11. SUBSCRIPTION RIGHT:
11.1 Subject to the terms and conditions of this Agreement, during the Term of the applicable Order Form, 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.
11.2 You may use the Cvent System only for purposes of performing your internal business operations or your clients' business operations outsourced to you.
11.3 You may not use the Cvent System as part of a commercial time-sharing or service-bureau operation or in any other resale capacity.
11.4 Except for the foregoing subscription right, no other 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.
11.5 Access is limited to the version of the Software in Cvent’s production environment. Cvent 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.
11.6 Cvent 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 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 Software, including but not limited to Internet access and adequate bandwidth.
12. RESPONSIBILITIES OF PARTIES:
12.1 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 Cvent maintains redundant servers, you are responsible for the backup of your data used in conjunction with the Services.
12.2 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 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.
12.3 Cvent provides optional configurable integrations with various external applications, including but not limited to Salesforce and Webex. Cvent is not responsible for any misconfiguration, data corruption or data loss in any external application resulting from the use of such integrations.
12.4 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. Each user ID is unique to the assigned individual and may not be shared with others, including other personnel of Customer.
12.6 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.
13.1 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.
13.2 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.
13.3 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.
13.4 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.
14. OWNERSHIP AND USE OF DATA:
14.1 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.
14.4 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).
14.5 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 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.
15. NO "SPAMMING" OR ILLEGAL CONDUCT OR OTHER PROHIBITED USES:
15.1 You will not use the Services in any manner which exceeds the scope of your subscription under Section 11 (Subscription Right) of these Terms, or which violates your obligations under Section 12 (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").
15.2 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.
15.3 All email messages sent from Cvent, including invitations, reminders and confirmations, 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.
15.4 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. You will not send commercial email messages using domains by proxy or any equivalent ownership masking service.
16.1 THE PARTIES ACKNOWLEDGE AND AGREE THAT THE SALE OF GOODS ACT OF 1979 AND THE SUPPLY OF GOODS AND SERVICES ACT OF 1982, AS AMENDED, DO NOT APPLY TO AND ARE EXCLUDED UNDER THIS AGREEMENT AND THAT THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND 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.
16.2 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.
17. LIMITATION OF LIABILITY:
17.1 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.
17.2 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.
17.3 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) 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, OR BASED ON ANY OTHER CAUSE OF ACTION, REGARDLESS OF WHETHER A PARTY WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
EVEN IF CVENT OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.4 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.
18. SENSITIVE PERSONAL INFORMATION:
18.1 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.
18.2 "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).
19. LAWS AND DISPUTES:
19.1 This Agreement will be governed by the law of England and Wales and is subject to the exclusive jurisdiction of the English courts located in London, England. 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. The parties waive their right to a jury trial.
20.1 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.
21.1 You agree that you, your organization and affiliates, will not attempt to hire, or assist in hiring anyone currently employed by Cvent, except insofar as such recruitment results from a general solicitation of employment not specifically directed towards employees or subcontractors of Cvent. You further agree that should such a situation occur, Cvent would be caused irreparable harm and be entitled to injunctive relief.
22. PROPRIETARY RIGHTS:
22.1 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:
a) whether such intellectual property notices appear on the materials or
b) whether such intellectual property notices have been filed with governmental agencies.
22.2 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.
22.3 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.
22.4 No competitors or future competitors are permitted access to our Site or Services, and any such access by third parties is unauthorized.
22.5 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.
22.6 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 Europe Limited
ATTN: General Counsel
131-151 Great Tichfield Street,
London, W1W5BB, UK
22.7 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.
23.1 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.
23.2 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.
24. THIRD PARTY RIGHTS:
24.1 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.
25. COMPLIANCE WITH ANTICORRUPTION LAWS:
25.1 Customer agrees that neither it, nor any officer, director, employee, subsidiary, affiliate, agent, representative or other person working on behalf of Customer, in connection with this Agreement, will violate any anti-corruption or anti-bribery laws, statutes and regulations of any country, including, but not limited to, the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA") and the UK Bribery Act 2010.
25.2 Customer warrants that it will not engage in any bribery, extortion, kickbacks, or other unlawful or improper means of conducting business. Customer also warrants and covenants that it and its respective, officers, directors, employees, agents and representatives have not violated, and will strictly comply with, the anticorruption or anti-bribery laws, statutes and regulations of any country which makes it unlawful to offer, pay, promise to pay, or authorize the payment of any money, or to offer, give, promise to give, or authorize the giving of anything of value, directly or indirectly, inter alia to a Covered Recipient (defined herein) for a Prohibited Purpose (defined herein).
25.3 For purposes hereof, "Covered Recipient" means a foreign official (including employees of government-owned or controlled entities), foreign political party (including any official thereof), official or employee of an international public organization, or candidate for foreign political office; and "Prohibited Purpose" means assisting a party to obtain or retain business for or with, to secure an improper advantage, or to direct business to, any person, by:
a) influencing any act or decision of a Covered Recipient in such Covered Recipient's official capacity;
b) inducing a Covered Recipient to do or omit to do any act in violation of such Covered Recipient's lawful duty;
c) securing any improper advantage; or
d) inducing a Covered Recipient to use such Covered Recipient's influence with a foreign government (or instrumentality thereof) to affect or influence any act or decision of such government (or instrumentality thereof), including entities that are government-owned or controlled.
25.4 Customer further warrants that it will not engage in any commercial bribery, kickback schemes, or other forms of improper payments to any person, private or public, and agrees that it will not create or submit any false, inaccurate, or misleading invoices or other business documents related to this Agreement.
25.5 Customer will permit, upon request, Cvent reasonable access to Customer's books and records and/or to conduct periodic or ad hoc audits, as Cvent deems necessary. Upon request, Customer agrees to provide Cvent with a written certification attesting its compliance with the foregoing anticorruption requirements.
26. FORCE MAJEURE:
26.1 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.
26.2 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.
27. ENTIRE AGREEMENT:
27.1 This Agreement supersedes any prior agreement or understanding between the parties whether oral or written in relation to its subject matter.
27.2 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.
27.3 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.
27.4 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.
27.5 The parties acknowledge and agree that:
a) 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;
b) 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.
27.6 The preceding provision will not affect the rights and remedies of Cvent or Customer for any fraudulent misrepresentation.
28. PRESS RELEASES; CUSTOMER LIST:
28.1 You may not issue any press release or other public statement regarding the existence, terms or subject matter of any agreement or relationship with Cvent without Cvent's prior written consent.
28.2 Customer agrees that Cvent may use Customer's name and logo to identify Customer as a customer of Cvent on Cvent's website, and as a part of a general list of Cvent's customers for use and reference in Cvent's corporate and marketing literature.
28.3 Additionally, Customer agrees that Cvent may issue a press release identifying Customer as a Cvent customer, subject to Customer's prior approval which will not be unreasonably withheld or delayed.