SUPPLIER & VENUE SOLUTIONS TERMS OF USE

Last Updated: February 27, 2025

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these “Terms of Use”, “Agreement” or “Terms”) describes the terms under which Cvent Singapore PTE Limited ("Cvent") offers each individual or entity (hereinafter, “You”, “Supplier” or “Customer”) access to Cvent’s Supplier & Venue Solutions Products (including, Cvent’s Group Marketing Solutions, Group Sales Solutions, Group Operation Solutions and Transient Services).  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. If You do not understand or agree with these Terms, please do not use the Site. 

These Terms of Use are incorporated by reference into each Order Form executed by Customer and Cvent.  Cvent may amend these Terms of Use at any time in its sole discretion, effective upon posting the amended Terms of Use at the domain or subdomains of http://www.cvent.com where the prior version of the Terms of Use was posted, or by communicating these changes through any written contact method Cvent has established with Customer.

You may not access the Services or any content on the Services if You are a competitor of Cvent, except with Cvent’s prior written consent. 

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1. DEFINITIONS

“Agreement” means collectively this Terms of Use, Ordering Documents, and all other attachments and exhibits attached here.

“Confidential Information” means regardless of form, any sensitive, non-public or propriety information that is designated as confidential by the Disclosing Party or that a reasonable person would deem confidential or sensitive, including any Customer Data, technical data, know-how, 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 that is directly or indirectly disclosed by the disclosing Party or on its behalf to the other Party.  Confidential Information also includes the terms and conditions of the Agreement.

“Customer Content” means content, other than Customer PII, that is either provided or transmitted by Customer or Customer’s agents through the SaaS Solution, or data and information available on the websites of Customer or Customer’s affiliates.

“Customer Data” means Customer Content or Customer PII .

“Customer PII” means personally identifiable information that is provided or transmitted by Customer or Customer’s agents through the SaaS Solution pursuant to the provision of the Services provided by Cvent.

“Cvent Content” means the information, documents, software, products, and services contained or made available to Customer in the course of using a SaaS Solution, including text and data that is available in the Products and Services as a result of Cvent’s research activities.

“Cvent’s Privacy Policy” means Cvent’s privacy policy located at http://www.cvent.com/en/privacy-policy.shtml.

“Cvent’s Security Measures” means Cvent’s information security measures located at https://www.cvent.com/en/infosec. 

“Developed Materials” is defined in Section 4.3.2.

“Documentation” means Cvent created and distributed user instructions, release notes, manuals and on-line help files regarding the use of a SaaS Solution, as updated by Cvent from time-to-time.

“Order Form” means an ordering document that describes SaaS Services ordered, Usage Metrics and fees executed by the Parties.

“Ordering Document” means Order Forms or SOWs. 

“Products” means SaaS Solutions, reports, software platforms and other software programs (including any associated materials, intellectual property, updates, improvements, modifications, changes or Documentation), Cvent Content, Developed Materials, toolkits, training materials, tutorials and other related materials provided by Cvent in connection with the performance of Services. 

“Professional Services” means professional services such as training, data conversion, data mapping, implementation, site planning, configuration, integration and deployment of the SaaS Solution, project management and other consulting services provided by Cvent.

“Protected Information” means: (i) the racial or ethnic origin of the data subject; (ii) his/her political opinions; (iii) his/her religious beliefs or other beliefs of a similar nature; (iv) whether he/she is a member of a trade union (within the meaning of the Trade Union and Labour Relations (Consolidation) Act 1992); (v) his/her physical or mental health or condition (except for food allergies or medical contact information); (vi) his/her sexual life; (vii) the commission or alleged commission by him/her of any offense; (viii) 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; (ix) 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); (x) financial account information (other than payment card information entered securely using Cvent’s online payments module); or (xi) other information that a reasonable person would recognize as being highly sensitive. For clarity, Protected Information does not include business card type information such as name, title, company name, mailing address, email address, and phone number.

“SaaS Solution” means Cvent’s software as a service and other software related services (including applications and advertising platforms) identified in the Order Form and associated Support Services.

“Services” means the SaaS Solutions, Professional Services and associated Products.

“SOW” means statements of work or similar orders that describe Professional Services to be performed by Cvent for Customer.

“Subscription Term” means the time period identified in the Order Form during which Customer is subscribed to the SaaS Solution.

“Support Services” is defined in Section 6.1.

“Usage Metrics” means a metric limitation on the usage of a SaaS Solution or Product specified in the applicable Order Form, including number of users, number of properties and outputted reports.

“Viruses” means programs, subroutines, code, instructions, data or functions (including viruses, worms, date bombs, time bombs, shut-down devices, keys or authorization codes) that are expressly intended to damage, interrupt, interfere with or hinder the operation of any software or data on Customer’s equipment configuration or other equipment or system that the equipment configuration or SaaS Solutions are capable of communicating.  For clarity, Viruses does not include software or technology used by Cvent to disable access to or use of the SaaS Solution automatically with the passage of time or under the positive control of Cvent pursuant to this Agreement.

2. PURPOSE AND SCOPE

2.1 Purpose.  This Terms of Use establishes the general terms and conditions for Cvent’s provision of the Services to Customer. Additional terms for the subscription or use of a specific Service are in the applicable exhibits (each a “Product Exhibit”) available at https://www.cvent.com/en/product-exhibits-supplier-venue-solutions.   Each Product Exhibit is only applicable for the identified Service and only if used by Customer.

2.2 Additional Order Forms.  During the Term (defined below), Customer may purchase additional Services or otherwise expand the scope of Services by entering into and executing a mutually agreed to Ordering Document specifying the foregoing details. 

2.3 Order of Precedence. The terms and conditions of this Terms of Use control to the extent any terms and conditions of this Terms of Use conflict with the terms and conditions of an Ordering Document or any Product Exhibit, except where it is clear from its face that the Ordering Document or Product Exhibit specifically intend to supersede a specific portion of this Terms of Use.

3. FEES, TAXES & PAYMENTS

3.1 General. Customer will pay the fees specified in the applicable Ordering Document within 30 days after the invoice date.  All payments must be by check, wire or ACH unless the Parties agree otherwise in writing.  Except where prohibited by law, payments permitted by Cvent via credit or debit card may be subject to additional processing fees per the requirements of the credit card issuer, merchant acquiring bank, or other entity involved in the processing of payments. The exact fee will be specified to Customer at the time of the relevant transaction and may be paid either to Cvent or its payment services provider; Customer hereby consents to such charge being made against the credit or debit card provided by Customer.  Additionally, Cvent may impose a special handling charge of 3-5% if Customer enforces special invoicing requirements (such as EDI, third party systems such as Ariba, or other dedicated invoicing systems).  If Customer does not pay the fees or other charges when they are due, then a finance charge of two percent (2%) per month or the maximum rate allowed by law will be assessed.

3.2 Currency and Taxes.  ​​​​Fees are in the currency designated in the Ordering Document (if not specified then USD by default) and excludes all applicable taxes. Customer is responsible for payment of all applicable sales, use, value added taxes imposed by a federal, state, local or other government or regulatory entity for any amounts paid by Customer under the Agreement.

3.3 Disputed Fees.  Customer may reasonably and in good faith dispute an invoice within thirty (30) days of the invoice date by providing written notice to receivables@cvent.com and providing a detailed description of the dispute. Customer may withhold payment on the disputed amount until the dispute is resolved but will promptly pay the undisputed portion of the invoice pursuant to Section 3.1.  The Parties will negotiate in good faith to resolve any payment dispute within forty-five (45) days of Customer’s notice to Cvent.  Unless this provision is utilized by Customer during the applicable timelines, all amounts are due. 

3.4 Failure to Pay.  Failure to make timely payments is a material breach of the Agreement and Cvent may suspend its performance obligations in accordance with Section 13.4.  Customer will reimburse Cvent for expenses incurred, including interest and reasonable attorney fees, in collecting amounts due under the Agreement.  For clarity, amounts paid or payable for SaaS Solutions are not contingent upon the performance of Professional Services or additional features or functionality of the Services.

3.5 Overage Fees. If Customer exceeds such Usage Metrics, Customer will pay overage fees specified in the applicable Order Form or, if not specified in the Order Form, the then-current rate for the applicable SaaS Solution.

3.6 Travel and Lodging Expenses. If Customer requests onsite services from Cvent, it will pay Cvent’s reasonable travel and lodging expenses at actual cost within 30 days after the invoice date.

4. SERVICES (as applicable)

4.1 SaaS Solutions. Subject to the provisions of the Agreement, Cvent hereby grants Customer for the Subscription Term a non‑transferable, non‑exclusive and revocable subscription right to access and use the Services specified in the Order Form solely for use by authorized users in accordance with the terms of the Agreement.  Such use is limited to Customer’s internal business purpose, and Customer will not use the Services in excess of the scope or duration of the applicable Subscription Term.  Except for the foregoing subscription right, no other right in the Products is granted hereunder, and the Products are and will remain the sole and exclusive property of Cvent whether the Service is separate or integrated with any other products, services or deliverables.

4.1.1 Subscription Right.  

4.1.2 Usage Metrics.  Customer’s right to use a SaaS Solution is limited by the number of Usage Metrics designated in the applicable Order Form(s) for the applicable Subscription Term. Cvent’s pricing model for SaaS Solutions uses minimum commitment pricing, and Customer acknowledges that Usage Metrics represent the minimum amounts that Customer has committed to for the applicable Subscription Term.  Customer acknowledges that Cvent will not provide fee adjustments, credits, carryovers or refunds for any decrease in usage or unused Usage Metrics.

4.1.3 Changes and Environment.  Access to a SaaS Solution is limited to the version in Cvent’s production environment, accessed via the internet using a Customer-provided browser that is compatible with Cvent’s Documentation.  Cvent regularly updates its SaaS Solutions and reserves the right to add or substitute materially equivalent functional features in the event of product unavailability, end-of-life, updates or changes to software requirements.  SaaS Solutions 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 expense all equipment needed to access the SaaS Solutions, including internet access and adequate bandwidth.

4.1.4 User IDs.  Cvent will assign Customer one or more user IDs and passwords that will enable Customer to access the applicable SaaS Solution. Customer will take reasonable precautions to protect against theft, loss or fraudulent use of its IDs and passwords.  Each user ID is unique to the assigned individual and may not be shared with others, including other personnel of Customer.  Customer is solely responsible for any losses arising from another party’s use of such IDs and passwords, either with or without Customer’s knowledge.  Customer will de-activate inactive users within the application or notify Cvent in writing to deactivate such users if such functionality is not available within the application. .  Cvent may in its sole discretion deactivate a specific User ID if that User ID has not accessed the Services within six (6) consecutive months. Cvent will promptly reactivate a disabled User ID upon written request from the Customer. 

4.2 Advertising Services.

4.2.1 Scope.  Cvent will provide Customer with the advertising Services specified in the applicable Order Form pursuant to the terms and conditions of the applicable Product Exhibit.  Availability of certain advertising Services are limited.

4.2.2 Content.  Customer is solely responsible for Customer Content in advertising and will ensure that such Customer Content is accurate, in compliance with applicable laws, and does not infringe on the rights of third parties, including intellectual property rights.  

4.3 Professional Services.

4.3.1 Scope.  Cvent will use commercially reasonable efforts to perform the Professional Services described in the applicable SOW in accordance with its terms and conditions.  Either Party may propose a change order to add to or modify the work ordered in the SOW.  Each change order must specify the changes to the Professional Services or deliverables and the effect on the time of performance and on the fees owed to Cvent. A change order is not binding until executed by both Parties.

4.3.2 Developed Materials.  If agreed in a SOW, Cvent may develop modifications to Products or Cvent Content (“Developed Materials”). Cvent hereby grants Customer, subject to timely payment of applicable fees and charges and subject to the restrictions in the Agreement, a personal, nonexclusive, non-transferable license to use the Developed Materials solely in connection with its use of the SaaS Solutions during the Subscription Term.  Except for the foregoing license, no other right in the Developed Materials is granted and the Developed Materials are and will remain the sole and exclusive property of Cvent.  Unless specified in a SOW, Cvent does not provide updates or reintegration work required to make Developed Materials compatible with future versions or releases of a SaaS Solution.

4.3.3 Third Party Integration.  Professional Services may include providing configurable integrations with various third-party applications or Customer’s applications (“Connectors”).  Configuration and use of any Cvent Connector depends upon (a) the Customer maintaining an active license and login credentials for the third-party application, and (b) the continuing compatibility and stability of the third party’s application programming interface with Cvent.  Customer understands and agrees (i) except at the point of transmission, Cvent does not control, and cannot guarantee, the performance or the accuracy, completeness or quality of any data in the Connector and (ii) Cvent is not liable for the quality or timing of any third party data, or any misconfiguration, data corruption or data loss resulting from the use of Connectors or other such integrations after the point of transmission by Cvent.

 

5. CUSTOMER'S USE

5.1 Acceptable Use.  Customer acknowledges that Cvent provides a Service to Customer, and Cvent does not monitor or police the content of communication or Customer Data transmitted through the Services.  Customer further acknowledges that Cvent is not responsible for the content of these communications or transmissions. Customer will use the Services exclusively for authorized and legal purposes only, consistent with all applicable laws and regulations, the Agreement and, unless Customer uploads its own privacy policy on a SaaS Solution, Cvent’s Privacy Policy.  

 

5.2 Restrictions. Customer will not and will take reasonable steps to ensure that its authorized users do not:

(i) license, sublicense, sell, resell, transfer, rent, lease, assign (except as provided in Section 14.6  (Assignment)), distribute, disclose or otherwise commercially exploit or make available to any third party the Products or Services;

(ii) copy, record, extract, scrape, modify or make derivative works based upon the Products or Services;

(iii) “frame” or “mirror” the Products or Services on any other server or device; 

(iv) access the Products or Services for any benchmarking or competitive purposes or use the Products or Services for application service provider, timesharing or service bureau purposes, or any purpose other than its own internal use;

(v) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Products or Services;

(vi) remove, obscure or modify a copyright or other proprietary rights notice in the Products or Services;

(vii) use the Product or Service to send or store infringing, obscene, threatening, libelous or otherwise unlawful material, including material that violates third-party privacy rights;

(viii) use the Product or Service to create, use, send, store or run material containing software viruses, worms, Trojan horses or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Products or Services;

(ix) attempt to gain or permit unauthorized access to the Products or Services or related systems or networks, including conducting  penetration testing, denial of service attacks or engaging in similar efforts;

(x) use the Products or Services other than in compliance with all applicable laws and regulations;

(xi) use the Products or Services in a manner or for a purpose that is deceptive or infringes, misappropriates or otherwise violates the intellectual property rights of a third party;

(xii) use the Cvent Contents for any purpose other than in conjunction with the Products or Services as expressly provided for in this Agreement or license, sublicense, sell, resell, transfer, rent, lease, assign, distribute, disclose, or otherwise commercially exploit or make available to any third party the Cvent Contents; or

(xiii) knowingly permit or assist any other party (including any user) to do any of the foregoing.

5.3 Breach by Authorized User. Any failure by Customer’s authorized user to comply with the Agreement is deemed to be a breach by Customer, and Cvent will not be liable for any damages incurred by Customer or any third party resulting from such breach.  Customer will immediately notify Cvent and take all necessary steps to effect the termination of an access ID for any authorized user if there is any compromise in the security of that access ID or if unauthorized use is suspected or has occurred. In addition, in the event of a breach of Section 5.2(xii), upon request Customer shall immediately return all Cvent Contents, including those in the possession of third parties

5.4 Customer Users. ​​​​​​Customer is solely responsible for the actions of its employees and agents that use the Services on its behalf, including without limitation to submit, accept, or reject requests for proposals (“RFPs”) and for related communications with other users of the Services. Customer assumes all risk in dealing with other users of the Services and shall be responsible for all communication with each other and if applicable, separately executing contracts with one another. Unless directly attributed to Cvent, any dispute regarding a Service, or failure to provide agreed Service must be resolved directly between Customer and such third party. Cvent is not responsible for any breach by either party of the terms of any transaction or associated transaction-related activities. 

5.5 Server Location Acknowledgment. ​​​​​Customer acknowledges that Cvent has servers located in the United States and Europe only and that the SaaS Solutions are not intended to be used in any countries that require an individual’s personal data to remain on servers located in another country (i.e., the Russian Federation or The People’s Republic of China). Without limiting the generality of the foregoing, the Services provided hereunder are not intended for use by citizens of the Russian Federation who reside in Russia. Customer represents and warrants that it will use the Service in compliance with all such applicable data privacy localization requirements. The Customer acknowledges and agrees that any use of the Services by Customer within the People’s Republic of China, including Hong Kong and Macau (collectively, “China”) carries certain inherent risks associated with government rules and regulations and business environment, including but not limited to access (and interruption) to telecommunication or internet services and data privacy and localization requirements. Accordingly, Customer acknowledges and agrees that its use of the Services within China is at its sole risk and Cvent’s: (i) failure or inability to provide any of the Services in China; or (ii) transfer of personal data of Chinese residents and citizens outside of China, shall not constitute a breach of the Agreement (including SLAs, if any) and in no event shall Cvent be liable to Customer for any damages (whether direct, indirect, consequential, punitive special, or otherwise), fines, penalties, credits, rebates, offsets, or any other form of payment arising from Customer’s use or inability to use the Services within China. Customer shall indemnify, defend and hold harmless Cvent, its directors, officers, employees, agents and affiliates from and against any and all Claims to the extent that any such Claim is caused by or arises out of Customer’s use of the Services within China or in connection with any personal data of Chinese residents or citizens.

5.6 No Protected Information. ​​​​​Customer acknowledges and agrees that use of the Services do not require Customer to provide any Protected Information to or through the SaaS Solutions. Customer will not (and will ensure that its agents and users do not) upload, provide or submit any Protected Information to the SaaS Solutions. Customer agrees that Cvent will have no liability to Customer or Customer’s agents, users or any other related party for Protected Information.  Cvent may upon notice to Customer suspend all or portion of Customer’s or its users’ access to the SaaS Solutions if Cvent has a good faith belief that Customer or its agents or users have breached the restrictions in this Section.

5.7 Third Party Content. ​​​​​​Third party data, content, materials or software (“Third Party Content”) published on the Cvent website or otherwise made available through a SaaS Solution may be subject to third-party licenses. Customer Acknowledges that Third Party Content licenses may be altered or revoked by the applicable third party licensor and that if there is no material reduction of functionality in the Cvent System, removal or alteration of Third Party Content will not constitute a breach of the Agreement.

5.8 Email Communication. By executing the Agreement, Customer hereby consents, on behalf of its signatory herein and each of its personnel who is assigned a user ID for access to the Services, to receiving email communications from Cvent regarding Cvent products and services, including but not limited to Cvent white papers, webcasts, videos, live events, and other marketing and information materials. Customer understands that its signatory and personnel may withdraw such consent at any time by unsubscribing from such email communications through the links provided therein.   

5.9 No Spamming or Unsolicited Commercial Email. Customer will not use the Services for illegal activities or junk mail, chain letters, pyramid schemes, phishing, "spam" or other unsolicited emails to any person who has not given specific permission to be included in such a process. Without limiting the generality of the foregoing, Customer is required to comply with all applicable anti-spam laws including but not limited to Spam Control Act 2007, and the rules and regulations promulgated thereunder. All email messages sent from Cvent, including invitations, reminders and confirmations, must include Customer’s identity as the sender, contain a valid physical posting address, an "unsubscribe" link that allows subscribers to remove themselves from Customer’s email messages, notice that the message is an advertisement or solicitation, and otherwise comply in all other respects with applicable law. Customer will actively manage, and process unsubscribe requests received by it directly as soon as reasonably practicable and no later than five (5) days after submission and update its email lists and address books to reflect the unsubscribe requests. Cvent reserves the right to immediately suspend or terminate Customer’s access to the Services in the event of Customer’s violation of this Section. Customer is still responsible for full payment of its Order Form even if its access to the Services is terminated in accordance with this Section.

6. SUPPORT

6.1 Obligations. ​​​​​​Support services provided by Cvent as part of a SaaS Solution comprises of (i) technical support for workarounds so that the SaaS Solutions operate in material conformance with the Documentation and (ii) release of updates to the SaaS Solution, if and when available (collectively, “Support Services”). For the avoidance of doubt, updates to the SaaS Solutions may include subsequent releases to Products, which may include bug fixes, patches, error corrections, minor and major releases, non-new platform changes, or modifications or revisions that enhance existing performance. Updates exclude new products, updates to Developed Materials (except as expressly set forth in the Ordering Document), new modules or additional functionality for which Cvent generally charges a separate fee.   

6.2 Exceptions to Support.  Cvent does not provide Support Services for any: (i) SaaS Solutions that have been altered or modified by anyone other than Cvent or its authorized partners; (ii) SaaS Solutions used other than in accordance with the Documentation; (iii) Professional Services, except if expressly set forth in the SOW; (iv) Developed Materials, except if expressly set forth in SOW; (v) errors or malfunction caused by Customer’s failure to comply with the minimum system requirement Documentation or by Customer’s use of non-conforming data; or (vi) errors and malfunction caused by any systems or programs not supplied by Cvent. 

6.3 Training. ​​​​​​Customer will ensure that all of its users receive initial training services sufficient to enable Customer to effectively use the SaaS Solution.  Failure to do so could result in additional fees after notice from Cvent if service requests are deemed excessive by Cvent, in Cvent’s reasonable discretion, due to insufficient training.   

6.4 Certificates.  Cvent offers online, public, and private training to Customers, which in conjunction with the successful completion of an online examination, will establish the Supplier and/or Supplier’s personnel as a certificated Cvent Services venue/user. Online training and examination must be completed within sixty (60) days of registration. Online training is non-cancellable, and all fees paid for online training and examination are non-refundable. Cancellation or other modifications related to public or private training sessions and examinations must be requested at least five (5) business days prior to the existing scheduled training session(s). Supplier may incur additional fees, costs, and expenses arising from such cancellation or modifications and agrees to pay such additional fees, costs, and expenses to Cvent within thirty (30) days of the date of Cvent’s written request. The Supplier Certification is valid for two (2) years from the successful completion of the examination. Further details are available at http://www.cvent.com/EN/certification/supplier-professional.shtml and Supplier agrees that certification is subject to the terms and conditions therein.

7. SECURITY STANDARDS AND SAFEGUARDS

7.1 Payment Cards.  If collected for Cvent Services (i.e., Passkey), Cvent will maintain safeguards against the destruction, loss or alteration of payment card information that is in the possession of Cvent and stored in a Cvent platform by implementing the applicable information security controls as set out in the then current version of the Payment Card Industry Data Security Standard (“PCI DSS”), or the immediately preceding version of PCI DSS. 

7.2 Personal Data Safeguards.  Cvent will maintain safeguards against the unauthorized destruction, disclosure or alteration of Customer PII that is in the possession of Cvent in accordance with Cvent’s Security Measures.  Upon Customer’s written request up to once annually, Cvent will provide Customer with a current copy of its Letter of Attestation with respect to its system architecture and vulnerability from an independent third-party assessor and a summary of SOC 2 (or substantially similar) audit report, as applicable. 

7.3 Security Incident.  Cvent will promptly notify Customer (but in no event later than forty-eight (48) hours after becoming aware of the incident) of any information security incidents involving the unauthorized disclosure of any Customer PII maintained by Cvent (a “Security Incident”). The notice will include the approximate date and time of the occurrence and a summary of the relevant facts, including a description of measures being taken to investigate and address the Security Incident.  Cvent will promptly investigate the cause of the Security Incident and will at its sole expense take all commercially reasonable steps to: (a) mitigate any harm caused to affected individuals; (b) prevent any future reoccurrence; and (c) comply with applicable data breach notification laws including the provision of credit monitoring and other fraud prevention measures.

7.4 Compliance with Data Privacy Laws and Data Protection Agreement.  Customer and Cvent will comply with all applicable privacy laws and regulations and will provide help and cooperation to the other as is reasonably necessary or requested to comply with these laws and regulations.  If a SaaS Solution involves the processing of personal data of data subjects (as defined by applicable data protection legislation) located within the European Economic Area, UK, Switzerland, Dubai International Financial Centre, the State of California or the Commonwealth of Virginia on behalf of Customer, then the terms of the data processing addendum located at https://www.cvent.com/en/cvents-data-privacy-agreement are incorporated into these Terms of Use.

8. WARRANTIES AND DISCLAIMERS

8.1 Disclaimers.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, CVENT DOES NOT MAKE ANY OTHER REPRESENTATION, WARRANTY REGARDING THE SERVICES, OR GUARANTY, as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of THE services PROVIDED OR offered hereunder.  THE SERVICES are PROVIDED ON AN “AS IS” BASIS.  ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR STATUTORILY, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SAAS SOLUTIONS AND CUSTOMER DATA, CUSTOMER UNDERSTAND AND ASSUMES SUCH RISK. TO PROTECT CUSTOMER’S DATA, CVENT MAY SUSPEND CUSTOMER’S USE OF THE SERVICES IMMEDIATELY AND WITHOUT PRIOR NOTICE IF A BREACH OF SECURITY IS SUSPECTED.

9. PROPRIETARY RIGHTS

9.1 Customer Data.  As between Customer and Cvent, Customer owns all rights, title and interest in and to all Customer Data. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership of and right to use all Customer Data. Customer warrants that that it has and will have all rights and consents necessary to allow Cvent to use Customer Data as contemplated by the Agreement.  Customer hereby grants to Cvent and its licensees a, royalty-free, fully-paid, perpetual (subject to section 13.5), irrevocable, non-exclusive, non-transferable (except as set forth in Section 14.6 (Assignment)), sub-licensable, worldwide license to Customer Data for the purpose of providing the Products and Services and any other activities expressly agreed to by Customer, including the right to use, reproduce, communicate to the public by telecommunications, make available, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, rent and take any other action with respect to such data (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed.

9.2 Cvent’s Intellectual Property Rights. Customer acknowledges on behalf of it and its agents and affiliates that all rights, title, and interest in and to all rights (including U.S. or international intellectual property rights such as copyright, trademarks, know-how and trade secrets) in the Products, Services, and Cvent Content (including all components, derivatives, modifications, Deliverables and enhancements) are and will be owned exclusively by Cvent or its licensors as applicable. Customer has no right (including right of ownership), license or authorization to the Products, Services, or Cvent Content except as expressly set forth in Sections 4.1.1 and 4.3.2.    All other rights in and to the Products, Services, and Cvent Content are expressly reserved by Cvent.  To the extent that any such rights vest initially with Customer by operation of law or for any other reason, Customer hereby perpetually and irrevocably assigns, transfers, and quitclaims all such rights to Cvent.   

9.3 Aggregate Data.  Customer hereby unconditionally and irrevocably grants to Cvent all rights, title and interest in data inputted into or collected by the SaaS Solutions on an aggregated and anonymous basis, that is collected in compliance with applicable laws and Cvent’s Privacy Policy (“Aggregate Data”).  Among other usage, Cvent may use Aggregate Data to improve its products and services, provide statistical information, deliver usage data and other commercial uses. For clarity, Aggregate Data will be aggregated and anonymized and will not identify Customer as the source of any specific data or finding, nor will it include any personally identifiable information of any individual users.  Cvent will maintain appropriate security measures for all Aggregate Data in accordance with the terms and conditions of the Agreement.   

9.4 Feedback.  If Customer or its agents provide any  comments, suggestions, enhancement requests, feedback or recommendations (“Feedback” relating to the Products or Services), Cvent may use such Feedback without any further obligation (including attribution) or compensation to Customer or its agents.  Customer hereby irrevocably assign to Cvent all right, title and interest in the Feedback related to Cvent Products and Services. 

10. CONFIDENTIALITY

10.1 Obligations.  The receiving Party will not disclose or use any Confidential Information of the disclosing Party for any purpose outside the scope of the Agreement, except with the disclosing Party's prior written permission.  Each Party will protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).  If the receiving Party is compelled by law to disclose Confidential Information of the disclosing Party, it will provide the disclosing Party with prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at disclosing Party's cost, if the disclosing Party wishes to contest the disclosure.

10.2 Remedies.  The disclosing Party has the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin any actual or threatened breach of this Section 10.

10.3 Exceptions. Section 10.1 will not apply to any information that: (i) is or becomes generally known to the public without the receiving Party’s breach of any confidentiality obligation owed to the disclosing Party; (ii) was known to the receiving Party prior to its disclosure by the disclosing Party; (iii) was independently developed by the receiving Party without use of or reference to any Confidential Information or breach of any obligation owed to the disclosing Party; or (iv) is received from a third party without restriction and without breach of the third party’s obligation to the disclosing Party. 

10.4 Prior Non-Disclosure Agreement.  Any existing non-disclosure agreement entered into by the Parties is hereby superseded and replaced by the terms in this Section 10, which will govern all disclosures and exchanges of Confidential Information made by the Parties previously under such non-disclosure agreement.

11. INDEMNIFICATION

11.1 Customer Indemnity.  Customer will: (a) defend Cvent against any claim or lawsuit by a third party (a “Claim”) against Cvent to the extent the Claim arises out of or results from (i) Customer Data except if due to a breach of the Agreement by Cvent, (ii) Customer’s breach of Section 5 or (iii) Customer’s breach of Section 14.2; and (b) pay any damages awarded against Cvent for the Claim or any amounts agreed by Customer and the claimant for the settlement of the Claim.

11.2 Procedures.  The Party seeking indemnity under this Section 11 (the “Indemnified Party”) must: (a) notify the other Party (the “Indemnifying Party”) promptly in writing of the Claim, specifying the nature of the Claim and such relief as is sought therein; (b) tender to the Indemnifying Party sole control of the defense or settlement of the Claim at the Indemnifying Party’s expense, provided, however, the Indemnifying Party may not settle a Claim in a manner that would have an adverse impact on the business of the Indemnified Party without receiving the prior written consent of the Indemnified Party; and (c) cooperate and, at the Indemnifying Party’s expense, assist in the defense of the Claim. The Indemnified Party may participate at its own expense in any Claim or related settlement negotiations using counsel of its own choice.

12. LIMITATION OF LIABILITY

12.1 LIMITATIONS OF LIABILITY.  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. 

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY’S TOTAL AND AGGREGATED LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE ORDERING DOCUMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.  THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO (A) A PARTY’S FRAUD OR WILLFUL MISCONDUCT; (B) CUSTOMER’S OBLIGATION TO PAY FEES OWED UNDER THE AGREEMENT; or (C) A Party’s indemnification obligations RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT AS SET FORTH UNDER SECTION 11 of THE AGREEMENT. THESE LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES AND WILL SURVIVE AND APPLY TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW.

12.2 EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE CAUSE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES provided hereunder, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES.

12.3 ACKNOWLEDGEMENT.  THE FEES CHARGED UNDER THE AGREEMENT REFLECT THE OVERALL ALLOCATION OF RISK BETWEEN THE PARTIES, INCLUDING BY MEANS OF THE LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES DESCRIBED IN THE AGREEMENT.  THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND A MODIFICATION OF THESE PROVISIONS WOULD AFFECT SUBSTANTIALLY THE FEES CHARGED.  IN CONSIDERATION OF THESE FEES, THE PARETIES AGREE TO THIS ALLOCATION OF RISK AND TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICALBE LAW AND HEREBY WAIVES ANY RIGHT, THROUGH EQUITABLE RELIEF OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION OF ARTICLE 12 OR ALLOCATION OF RISK.

13. TERM AND TERMINATION

13.1 Term.  Unless this Terms of Use is earlier terminated in accordance with Section 13.3, this Terms of Use commences on the Effective Date and continues until the later to occur of: (i) the fifth anniversary of the Effective Date, or (ii) the expiration of the Subscription Term or Services in the last outstanding Ordering Document (“Term”).  If the Subscription Term of an Order Form is for multiple years, unless otherwise set forth in the Order Form, the annual fees are due in advance in each year of the Order Form.

13.2 Renewal. An Order Form will renew automatically at the end of its Subscription Term if specified thereon, subject to  Customer’s provision of timely notice of nonrenewal as specified in the applicable Order Form. If an Order Form specifies a certain Usage Metrics annually, then this limitation pertains to each term year of the Subscription Term.

13.3 Termination.  Either Party may terminate an applicable Ordering Document immediately upon written notice at any time if: (i) the other Party commits a non-remediable material breach of the Ordering Document, or if the other Party fails to cure any remediable material breach or, if not curable within 30 days, provide a written plan of cure acceptable to the non-breaching Party within 30 days of being notified in writing of the breach; (ii) the other Party ceases business operations; or (iii) the other Party becomes insolvent, generally stops paying its debts as they become due or becomes the subject of an insolvency or bankruptcy proceeding. Termination of the Agreement or an Ordering Document by either Party will not limit a Party from pursuing any other remedies available to it, including injunctive relief.  Unless the Parties agree to otherwise in writing, termination will not release Customer from its obligation to pay all fees that Customer has agreed to pay under the Agreement.  If Cvent terminates the Agreement for Customer’s non-payment, Customer agrees to pay to Cvent the remaining value of the Ordering Document for all remaining years. Customer acknowledges this as liquidated damages reflecting a reasonable measure of actual damages and not a penalty.  Ordering Documents that are not terminated will continue in full force and effect under the terms of the Agreement.

13.4 Suspension.  Cvent may immediately restrict or suspend access to the Services if Cvent becomes aware of, or reasonably suspects, any breach of the Agreement by Customer or its authorized users that may violate applicable laws, cause damage to Cvent or negatively affect Cvent’s other customers.  Cvent may remove any violating Customer Data posted or transmitted through a SaaS Solution.  Cvent will act in good faith and use reasonable efforts to notify Customer via phone or email before initiating suspending or restricting any Service. Customer is still responsible for full payment of the Ordering Document even if access to the Services is suspended or terminated for any breach of the Agreement.  

13.5 Return of Data.  Upon Customer’s written request made within 30 days after the effective date of expiration or termination of the Agreement, Cvent will, provided Customer is not in breach of any of its obligations with Cvent, make available to Customer for download a file of Customer Data in its then current format.  After this 30-day period, Cvent has no obligation to maintain or provide, and may delete,  any Customer Data.  Notwithstanding any such deletion, Cvent may retain archival copies of Customer Data on backup media for a reasonable period of time not to exceed two (2) years following expiration or termination of any Ordering Document.

14. MISCELLANEOUS

14.1 Force Majeure.  A Party will be temporarily excused from performance under an Ordering Document for any period of time that the Party is prevented from performing its obligations hereunder as a result of an act of God, criminal acts, distributed denial of service attacks, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, war, utility or communication failures, or other cause beyond the Party’s reasonable control.  Both Parties will use reasonable efforts to mitigate the effect of a force majeure event.

14.2 Trade Compliance. Customer represents and warrants that: (i) it will comply with all applicable import, export, economic sanctions, money laundering and anti-boycott laws and regulations, (ii) none of it, its subsidiaries, and their respective directors, officers, and, to the Customer’s knowledge, employees, agents, and representatives, nor any financial institution used to pay Cvent under this Agreement, are a subject or target of any economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by the United States Government (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), U.S. Department of Commerce, or the U.S. Department of State), the United Nations, the European Union, or any other applicable governmental bodies or agencies (“Sanctions”), including but not limited to by being a person that is (A) listed on any Sanctions-related list issued by any Sanctions Authority, (B) operating, resident, or located in any country, region, or territory which is itself the subject or target of any comprehensive Sanctions (currently, the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea, and Syria) (“Sanctioned Countries”), (C) owned or controlled by, or acting on behalf of, any such person or persons described in the forgoing clauses (A) or (B) (any person or entity described in this clause (ii), “Sanctioned Persons”),  (iii) it will not provide a Service to any Sanctioned Person or in or with any Sanctioned Country or otherwise engage in any activity in connection with the Services or this Agreement that would result in the violation of any Sanctions applicable to any party hereto, and (iv) it has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Customer, its subsidiaries, and their respective directors, officers, employees, agents, and representatives with Sanctions. Any breach of this Section is a material breach of this Agreement and Cvent may immediately terminate this Agreement for breach upon notice.  Customer shall not be entitled to any refund or credit based on Fees paid hereunder prior to such termination.

14.3 Waiver. The delay or failure of a Party at any time to enforce a right or remedy available to it under the Agreement with respect to any breach or failure will not be construed as a waiver with respect to that breach or failure or any other breach or failure.

14.4 Headings. The headings used in this Agreement are for reference only and do not define, limit, or otherwise affect the meaning of any provisions hereof.

14.5 Severability.  If any provision of the Agreement is or becomes invalid by a court of competent jurisdiction or is deemed unenforceable under applicable law, it is the intention of the Parties that the remainder of the Agreement will not be affected.  The Parties covenant and agree to renegotiate any affected provision in good faith to provide a reasonably acceptable alternative provision with the intent of preserving the basic purpose and economics of the Agreement within 45 days of such determination.

14.6 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 under 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 Service in whole or in part to a Cvent affiliate. Any purported assignment or transfer in violation of this Section is void. 

14.7 Relationship of the Parties.  Each Party is an independent contractor in the performance of the Agreement and is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection with the Agreement.

14.8 Non-Exclusivity. Subject to Cvent’s confidentiality obligations under this Agreement, nothing herein prevents or limits Cvent’s right to undertake engagements for any other entity, transfer or license the deliverables to other parties, or to reuse them in whole or in part in other projects, including a competitor of Customer, whether or not similar to the Developed Materials. 

14.9 Governing Law.  The Agreement is governed by the laws of Singapore, without giving effect to its conflict of law provisions. The Parties hereby submit to the exclusive jurisdiction of the courts located in Singapore for any lawsuit, action or proceeding arising out of or related to the Agreement. The United Nations Convention on Contracts for International Sale of Goods does not apply to the Agreement or orders placed under it. 

14.10 Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.

14.11 Entire Agreement. The Agreement contains the entire agreement of the Parties with respect to its subject matter and supersedes all prior agreements on the same subject matter and will govern all disclosures and exchanges of Confidential Information made by the Parties previously hereto. The Agreement may not be modified except by a writing signed by Cvent and Customer. All pre-printed or standard terms of any Customer purchase order or other business processing document are hereby rejected and will have no force or effect. The language of the Agreement is English, and only the English-language version may be used to represent the Agreement’s terms.

14.12 Counterparts and Signature.  The Agreement and any Ordering Document may be executed via electronic signature and signed in any number of counterparts, all of which together will constitute one and the same document. A signed copy of the Agreement or any Ordering Document transmitted via facsimile, email or other electronic means will constitute an originally signed Agreement or Ordering Document, as applicable, and, when together with all other required signed copies of this same Agreement or Ordering Document, as applicable, will constitute one and the same instrument.

14.13 Use of Agents.  Cvent may designate an agent or subcontractor to perform certain tasks and functions under the Agreement. Cvent will, however, remain responsible for performance of its duties under the Agreement. 

14.14 DMCA Takedown Notice.  ​​​​​​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.  If Customer comes across a situation where Customer suspects that this may not be the case, Customer is requested (however not obligated) to contact Cvent as follows:

Cvent, Inc.

ATTN: General Counsel

1765 Greensboro Station Place, Suite 700

Tysons Corner, Virginia 22102

(703) 226 3500

legal@cvent.com

 

Pursuant to the DMCA, Customer’s notice must include the following information:

 

  • Identification of the copyrighted work Customer is claiming has been infringed.
  • Identification of the material Customer is claiming is infringing the copyrighted work and information reasonably sufficient to permit Cvent to locate the material. Please provide a link if possible.
  • Customer's address, telephone number, and email address.
  • A statement that Customer has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information Customer provided in the notification is accurate, and under penalty of perjury, that Customer is the copyright owner or that Customer is authorized to act on behalf of the copyright owner.
  • Customer's physical or electronic signature.

Cvent cannot take action regarding Customer's notice unless all of the required information is provided.  In accordance with the DMCA, Cvent reserves the right to terminate or disable, in appropriate circumstances and at Cvent’s sole discretion, Customer's account if Customer is determined to be a repeat infringer.

14.15 Publicity. Customer agrees that Cvent may identify Customer as a recipient of Services and use its logo in sales presentations, marketing materials and press releases, provided that Cvent uses Customer’s logo in accordance with Customer’s logo guidelines.

14.16 Notices.  Any notice required or permitted under the Agreement or required by law must be in writing and must be: (i) delivered in person; (ii) delivered by electronic mail to the address listed on the applicable Ordering Document with a copy to receivables@cvent.com; (iii) sent by first class registered mail, or air mail, as appropriate; or (iv) sent by an internationally recognized overnight air courier, in each case properly posted and fully prepaid to the contact person specified in the Ordering Document. Notices will be considered to have been given at the earlier of time of actual receipt, delivery in person, at the time of email with return receipt, two (2) business days after deposit in the mail, or one (1) day after delivery to an overnight air courier service, provided in each case that delivery in fact is affected.  Either Party may change its contact person or address for notices by means of notice to the other Party given in accordance with this Section. 

14.17 No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties here and their respective permitted successors, affiliates and assigns, and is not for the benefit of, nor may any provisions be enforced by, any other person.

14.18 Survival.  Sections 1, 3, 5, 8.2, 9, 10, 12, 13.3, 13.5, and 14 will survive termination of this Terms of Use.