Cvent UAE Supplier & Venue Solutions Terms of Use

SUPPLIER & VENUE SOLUTIONS TERMS OF USE

Last Updated: September 12, 2024

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. The following document (these “Terms of Use”, “Agreement” or “Terms”) describes the terms under which Cvent, Inc. and any of its wholly-owned subsidiaries, (individually and collectively, "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) social security numbers and its international equivalent; (ii) passport numbers or other similar government-issued identification numbers; (iii) health or medical information (other than dietary preferences or medical contact information); (iv) date of birth; (v) financial account numbers, credit card numbers, debit card numbers, financial access codes, financial passwords or other financial information that would permit access to an individual’s financial account other than payment information entered using Cvent’s online payments module; or (vi) 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”) attached as Exhibit A.  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 and exclude 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. 

4.1.1 Subscription Right.  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.

4.1.2 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 affect 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.   

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, and Customer, on its behalf and on behalf of 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.  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) PHYSICAL INJURY; (B) A PARTY’S FRAUD OR WILLFUL MISCONDUCT; (C) CUSTOMER’S OBLIGATION TO PAY FEES OWED UNDER THE AGREEMENT; or (D) 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 the Commonwealth of Virginia without giving effect to its conflict of law provisions. The Parties hereby submit to the exclusive jurisdiction of the state or federal courts located in Fairfax County, Virginia or the United States District Court for the Eastern District of Virginia for any lawsuit, action or proceeding arising out of or related to the Agreement. For purposes of establishing jurisdiction in Virginia under the Agreement, each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any claim that: (i) it is not personally subject to the jurisdiction of the court; (ii) it is immune from any legal process with respect to it or its property; and (iii) any suit, action or proceeding is brought in an inconvenient forum.  The Uniform Computer Information Transactions Act 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, in accordance with the Digital Millennium Copyright Act (“DMCA”), Customer will 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 Survival. Sections 1, 3, 5, 8.2, 9, 10, 12, 13.3, 13.5, and 14 will survive termination of this Terms of Use.   

Exhibit A – Product Exhibits

Exhibit A

PRODUCT EXHIBITS

Additional Terms and Conditions for CSN Advertising, White Label Search, Cvent White Label RFP Form and Wedding Spot Advertising

Last Updated: September 12, 2024

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of CSN Advertising, Cvent White Label Search, Cvent White Label RFP Form and Wedding Sport Advertising and their associated Services. 

1. Scope of Services

1.1           These Terms apply to the CSN Advertising, Cvent SpeedRFP Advertising and Wedding Spot Advertising. Customer is also referred to as “Supplier” for the purposes of this Product Exhibit. 

1.2           Suppliers of meeting space such as hotels and other venues, as well as hotel representation, management or franchise companies acting on behalf of hotels and venues, and companies that provide services to meeting and event planners (collectively referred to hereafter as "Suppliers") may subscribe to one of the advertising products  as set forth in the table below,* in accordance with the pricing set forth in the Order Form. 

1.3         The Basic Listing allows for the transmission of responses to meeting and event planner RFPs and other related communications among meeting and event planners and Suppliers and includes a basic advertisement to display a Supplier’s venue or service (hereafter called "Basic listing").  Suppliers can also upgrade their Basic Listing to one of the higher level of Listings set forth below by purchasing additional forms of paid advertisements (also referred to as “Listings”) from Cvent. 

1.4         All Listings of the Supplier Network includes all of the functionality and features of the Basic Listing. In addition, a variety of additional functions and features that provide Suppliers with a more robust set of account management and RFP-related tools may be available as set forth below, based on the applicable Listings as designated on the Order Form. Cvent reserves the right to update the below features/terms from time-to-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 Cvent has established with Supplier, including email communications or posting on Cvent’s website. Listings on Cvent White Label Search follow the functionality and features outlined for 4 Diamond in the table below. 

Markets: North America Platinum, North America Elite, North America Tiers 1-3 (collectively “North America”*); LATAM Tiers 1-2, Europe/UK Elite, Europe/UK Tiers 1-3, AAMEA Elite, AAMEA Tiers 1-3 (collectively, “International”**)***

***Tiers will be determined by Cvent in its sole discretion based upon, among other factors, the geographic location of the Supplier, and Cvent reserves the right to update Supplier's classification from time to time.

2. Supplier Room Data

2.1         Within thirty (30) days of Cvent's request, Supplier and Cvent agree to exchange data concerning all rooms and conference space booked by Supplier through its use of the Services, including but not limited to RFP metrics and room night data ("Supplier Room Data"). Cvent and Supplier agree to work cooperatively and in good faith to ensure the accuracy of the Supplier Room Data and to develop a mutually agreeable operational mechanism to exchange the same on a quarterly or other more frequent basis.  

2.2         Supplier hereby acknowledges and agrees that, notwithstanding anything to the contrary in this or any other agreement between the parties, Cvent may share Supplier Room Data with the following third parties having a legitimate need-to-know or having an otherwise valid business purpose for viewing the Supplier Room Data: (i) any authorized Supplier Affiliate, representative, agent, or unaffiliated third party (subject to the third party’s execution of a separate non-disclosure agreement with Cvent); and (ii) Supplier’s corporate flag entity, management company, ownership group, advertising agency, or individual hotel property.

2.3.  Supplier acknowledges that Cvent needs the content provided by Supplier to provide the Services and Supplier hereby grants Cvent a worldwide, royalty free, non-exclusive, perpetual (for the duration of the term of the Agreement) and irrevocable (for the duration of the Agreement), licenses Supplier Room Data to Cvent for the term of the Agreement. 

3.   Supplier Affiliates

3.1        Supplier acknowledges and agrees that if Supplier is affiliated with a hotel representation company, hotel management company, hotel chain or franchise, and/or is a member of a hotel association (each such company, franchise or association referred to hereinafter as a “Supplier Affiliate”), Supplier may have authorized such Supplier Affiliate to take certain actions on Supplier’s behalf including without limitation soliciting, receiving and/or responding to RFPs. Supplier and Supplier Affiliate each understand and agree that they are jointly responsible for keeping Cvent informed of the existence and status of the Supplier Affiliate relationship, and any changes thereto, and agree that Cvent may (but is not obligated to) treat a Supplier Affiliate as authorized by Supplier to solicit, receive and respond to RFPs on behalf of Supplier and to perform other customary functions of Supplier Affiliates unless and until Cvent has received written authorization with respect to such Supplier Affiliate. 

3.2         Supplier and Supplier Affiliate each represent and warrant that use of the Services by Supplier, and/or by Supplier Affiliate on behalf of Supplier, does not and shall not violate the terms and conditions of any agreement between Supplier and Supplier Affiliate. All aspects of Supplier’s relationship with a Supplier Affiliate, including without limitation whether and to what extent a Supplier Affiliate is authorized to use the Services on behalf of Supplier and/or to receive any referral fee for RFPs awarded to Supplier which originate with Supplier Affiliate, must be managed directly between Supplier and Supplier Affiliate. 

3.3         Supplier and Supplier Affiliate shall each be jointly and severally liable and agree to defend, indemnify and hold Cvent harmless from and against any and all liabilities, damages and costs incurred by Cvent in connection with any dispute between Supplier and Supplier Affiliate.  Supplier and Supplier Affiliate agree that, unless otherwise agreed in writing between Cvent and Supplier, any changes to Supplier’s relationship with a Supplier Affiliate shall not alter or reduce Supplier’s payment or other obligations hereunder during the remainder of the Term of any Order Form and such Order Form shall continue to apply to the same Supplier property (and will not be transferred to another Supplier property or to Supplier Affiliate) during the remainder of the Term of such Order Form.  In the event that any change to the ownership, management or franchise affiliation of a Supplier requires Supplier to rebrand or otherwise alter its listing on the Services, Cvent will work in good faith with Supplier to make the necessary changes within ten (10) business days after receiving reasonable electronic notice of such required change.

4. Paid Advertisements in CSN Advertising

4.1      General. For Suppliers that elect to purchase Advertising from Cvent, including Diamond Plus and Search Ads, Display Ads, Content, and Group Business Webpages, Cvent agrees to provide advertising placement during the applicable Term of an Order Form at the rates set forth therein. Eligibility for the Convention and Visitor’s Bureau copy feature require purchase of a Cvent Diamond Listing or Marketing Bundle. Supplier’s upgraded venue listing(s) will be displayed within the Services during the Term specified in the Order Form provided Cvent has received the necessary Supplier Content in an acceptable format two business days prior to the Term start date. If Supplier Content is received later than that, the advertisements will go live on the Services website two business days following the day Cvent receives the Supplier Content. This will not modify the Term end date. Supplier acknowledges and agrees that Cvent may use the content from Supplier profile if Supplier fails to provide Cvent with Supplier Content prior to the applicable content deadline. Provided that Cvent shall not downgrade Supplier’s listing during the Term of the applicable Order Form, Cvent reserves the right, at its sole discretion, to change the number and organization of premium listings in each geographical area, as well as the organization and layout of search pages, regional and destination landing pages and other Services pages which may contain supplier advertisements, at any time without prior notice. 

4.2      Suggested Ads. Suggested Ads are comprised of a package of RFP units and placements of Supplier’s advertising, provided at the rates set forth in the Order Form, and displayed until the earlier to occur of: (a) a click-through of Supplier’s Suggested Ad and submission of the RFP through the Cvent Services corresponding to the number of RFP units purchased by Supplier; or (b) upon expiration of the Term set forth in the Order Form. Cvent will provide to Supplier the Suggested Ad placement subject to available inventory at the time the Order Form is mutually executed.  The number of RFP units exhausted will be calculated solely based on records maintained by Cvent and in accordance with the following methodology: (a) a click-through of Supplier’s Suggested Ad and submission of the RFP through the Cvent Services = one (1) RFP unit; and (b) a click-through of Supplier’s Suggested Ad and submission of the RFP through the Cvent Services and the RFP is awarded to Supplier = the following number of RFP units based on the number of room nights in the awarded RFP:

(each of the foregoing, an “RFP-related Event”).  No other measurements or statistics of any kind shall be accepted by Cvent or have any effect under this Agreement.

4.3         Suggested Ads with Booster.  Suggested Ads with Booster are comprised of a package of RFP units and placements of Supplier’s advertising, each with a “booster” which is based upon Supplier’s need dates, and which will be displayed until the earlier to occur of (i) the RFP leads purchased by Supplier have been exhausted; or (ii) upon expiration of the Term set forth in the applicable Order Form. Cvent will provide to Supplier the Suggested Ad placement subject to available inventory at the time the Order Form is mutually executed.  The number of RFP units exhausted will be calculated solely based on records maintained by Cvent and in accordance with the methodology for Suggested Ads set forth in Section 11.2 above, provided, however, that where the RFP matches the Supplier’s need dates, an additional two (2) RFP units will be exhausted. No other measurements or statistics of any kind will be accepted by Cvent or have any effect under this Agreement. If Supplier’s account does not contain enough RFP units to allow for the completion of an RFP-related Event, Supplier agrees that Cvent will credit Supplier’s account with enough RFP units to complete the transaction and that Cvent will be entitled to charge Supplier for any such credited RFP units. To the extent that Cvent invoices Supplier for any RFP units credited to Supplier’s account, Supplier will pay such invoice as set forth in the Agreement.

4.4         Diamond and Diamond Plus Ads.  Diamond and Diamond Plus Ads may be configured for desktop and/or mobile browsers and are offered subject to available inventory at the time the Order Form is mutually executed.

4.5       Retargeting Ads.  Retargeting Ads are comprised of a specified number of “views” or clicks.  For Videos of a Supplier-provided video at the rates set forth in the Order Form and displayed until the earlier to occur of: (a) exhaustion of the views purchased by Supplier or (b) upon expiration of the Term set forth in the Order Form. Cvent will provide to Supplier the Video Ad placement subject to available inventory at the time the Order Form is mutually executed.  For purposes of this Agreement, a “view” means fifteen (15) or thirty (30) seconds of viewer “watch time,” depending upon the ad unit purchased. The number of views exhausted shall be calculated solely based on records maintained by Cvent.  No other measurements or statistics of any kind shall be accepted by Cvent or have any effect under this Agreement. Cvent is entitled to approve or reject Supplier’s video in its sole and exclusive discretion. Suppliers have the option to target their Video Ads to certain specified locations and to manage views on a monthly basis. Unless set forth otherwise in the Order Form, Suppliers purchasing a Video Ad will be charged an annual set-up fee, as set forth in an applicable Order Form, which is designed to recover the costs associated with the collection of creative elements, implementation of the video re-targeting, and the monitoring and tracking of Video Ad performance.

4.6          Destination Guide.  Supplier agrees to provide the necessary marketing collateral and other creative Supplier Content for each Destination Guide advertisement in accordance with the following rules: (i) content which is to be posted to the Destination Guide on the first day of the month must be received by Cvent not later than the 15th day of the preceding month. (ii) Supplier Content which is to be posted to the Destination Guide on the 15th day of the month must be received by Cvent not later than the last day of the preceding month.  If Supplier fails to provide the necessary Supplier Content before the applicable deadline, (iii) the Term of the Destination Guide advertisements will not be extended to accommodate the delay; (iv) Supplier will not be entitled to receive a refund of any portion of the applicable fee(s); and (v) the advertisement will be placed in the Destination Guide in the next semi-monthly release.  Cvent agrees, upon Supplier’s reasonable request and without additional charge (not more than once quarterly), to upload revised Supplier Content provided by Supplier to a Destination Guide advertisement in connection with a promotional event for a property.  Supplier agrees that Cvent may charge a USD $100 administrative fee for each such request which is more frequent than quarterly, or which is not based on a promotional event. Cvent may charge a professional services fee of USD $250 per hour (with a two-hour minimum) for the creation of marketing collateral or other creative Supplier Content requested by Supplier.

4.7           Email Newsletter.  Supplier agrees to provide the necessary marketing collateral and other creative Supplier Content for each Newsletter advertisement not later than the 15th day of the preceding month prior to publication. If Supplier fails to provide such Supplier Content before the deadline, (i) Cvent will exercise commercially reasonable efforts but cannot guarantee placement of the advertisement in the selected edition of the Newsletter; and (ii) where placement is not possible, Supplier will not be entitled to receive a refund of the applicable fee(s), however the advertisement will be wait-listed and placed in the next edition of the Newsletter where advertising space is available.

4.8           Blog.  Supplier agrees to provide the necessary marketing collateral and other creative Supplier Content for each Cvent Blog advertisement in accordance with the following rules: (i) Supplier Content which is to be posted to the Cvent Blog on the first day of the month must be received by Cvent not later than the 15^th day of the preceding month and (ii) Supplier Content which is to be posted to the Cvent Blog on the 15^th day of the month must be received by Cvent not later than the last day of the preceding month.  If Supplier fails to provide the necessary Supplier Content before the applicable deadline; (x) the Term of the Cvent Blog advertisements will not be extended to accommodate the delay; (y) Supplier will not be entitled to receive a refund of any portion of the applicable fee(s); and (z) the advertisement will be placed in the Cvent Blog in the next release. 

4.9           DISCLAIMERS. 

CVENT MAY PROVIDE ANY COMPONENT OF A MARKETING PACKAGE OR MARKETING BUNDLE CURRENTLY PROVIDED TO SUPPLIER TO ANY THRID PARTY EFFECTIVE UPON EXPIRATION OF SUPPLIER’S CURRENT SUBSCRIPTION TERM; PROVIDED, THAT CVENT WILL GIVE REASONABLE PREFERENCE TO SUPPLIER FOR SUBSCRIPTION RENEWAL IF (I) SUPPLIER SIGNS A RENEWAL AGREEMENT SIXTY (60) OR MORE DAYS PRIOR TO EXPIRATION OF THE CURRENT SUBSCRIPTION TERM, OR (II) AT ANY TIME SIXTY-ONE (61) OR MORE DAYS PRIOR TO EXPIRATION OF THE CURRENT SUBSCRIPTION TERM, IF CVENT PROVIDES NOTICE TO SUPPLIER OF AN OFFER BY A PROSPECTIVE THIRD PARTY, SUPPLIER SIGNS TH A RENEWAL AGREEMENT WITHIN FIVE (5) BUSINESS DAYS.

SUPPLIER ACKNOWLEDGES THAT CVENT CANNOT COMMIT TO THE VOLUME OF CLICKTHROUGHS OR IMPRESSIONS, OR THE VOLUME OR QUALITY OF RFPS SUBMITTED THROUGH THE SERVICES.  CVENT RESERVES THE RIGHT TO REFUSE ANY ADVERTISING CONTENT PROPOSED BY SUPPLIER ON LEGAL, SOCIAL OR ETHICAL BASIS OR IF CONTENT FAILS TO REASONABLY COMPLY WITH CVENT’S CREATIVE POLICIES AND TECHNICAL SPECIFICATIONS FOUND HERE: http://www.cvent.com/en/pdf/cvent-creative-tech-specs.pdf. ALL CVENT ADVERTISING PLACEMENTS ARE SUBJECT TO AVAILABLE INVENTORY.

5.            Reporting Services for CSN Advertising and Cvent White Label Search and Cvent White Label RFP Form 

5.1         Scope.  Cvent offers Suppliers various enhanced RFP Services on an ala carte basis, including but not limited to RFP routing and escalation, custom proposal templates, the ability to advertise and respond to special promotions, and other solutions, including RFP Showcase, Cvent Scorecard Reports, and Competitive Set Reports, all of which designed to customize Supplier’s user experience and optimize its results. Any additional terms relating to such enhanced RFP Services will be set forth in the applicable Order Form.

5.2         Cvent Scorecard and Competitive Set Reports. Cvent Scorecard and Competitive Set Reports (collectively and individually, “Reports”) allow a Supplier to measure the performance of its Cvent-paid advertising, as well as compare its paid advertising performance to other Suppliers’ ads on the Site.  Cvent’s Competitive Set Report Business Rules can be found here. 

5.3         During the applicable subscription term of the Report, as further set forth in the applicable Order Form, Cvent will provide Supplier and its specifically identified permitted users (“Permitted Users”) with a non-exclusive, non-transferable subscription to the access and view the data contained in the Reports.

5.4         The subscription term and the publishing intervals (e.g., one-time, weekly, monthly, etc.) will correspond to the periods listed in the applicable Order Form.  If prior to the expiration of a term, one of the parties determines that it does not wish to continue to either provide or receive the Reports, such party will provide the other with at least thirty (30) days prior written notice of its intent not to renew the subscription. However, any fee or portion of a fee that is due and payable shall be paid, and Cvent will not be obligated to refund to Supplier any fee or portion of a fee associated with any unused portion of the subscription term. In addition, Cvent may immediately and without notice terminate the subscription prior to the expiration of a term for any of the following reasons: (a) Supplier is in default of its payment obligations hereunder; or (b) Supplier or a Permitted User breaches any of the terms of this Agreement, in which case Supplier will pay all fees due to Cvent for the entirety of the subscription term, regardless of the amount of time remaining under the subscription term.

5.5         For each competitive set chosen by Supplier, Cvent will aggregate and/or anonymize Supplier’s raw RFP data residing within the Services and compare it with equivalent data obtained from other Suppliers’ use of the Services. Supplier’s determination of and changes to its competitive set will subject to the business rules and other applicable terms and conditions set forth in the parties’ Order Form. Cvent also reserves the right to use and reproduce aggregate portions of Supplier's raw RFP data in its monthly, weekly and daily Reports to which other Suppliers may subscribe. Neither the identity of Supplier, nor the source of any information received, however, shall be revealed by Cvent to any other person except upon written consent of Supplier.

5.6         Except for the subscription provided to Supplier, Supplier has no rights in the Reports and the Reports, and all data contained therein are and will remain the sole and exclusive property of Cvent and its licensors, if any. The Reports and the data contained therein, including the Aggregate Data, are proprietary to Cvent and constitute the Confidential Information of Cvent. Neither Supplier nor its Permitted Users shall copy, distribute or reproduce, or otherwise disclose Cvent's Confidential Information or the data contained in the Reports for any reason, and Supplier shall be liable for any breach of confidentiality by it and its Permitted Users. Supplier will notify Cvent, in writing, of any violations to this provision within ten (10) days after it becomes aware of such violation.

6.            RFP Showcase.  The RFP Showcase is a marketplace for “special” RFPs, enabling meeting planners to discover new venues and for Suppliers to acquire new leads.  All Suppliers have the ability to review showcased RFPs, but only those that pay for this feature may respond to showcased RFPs. As further set forth in an Order Form, Suppliers must pay an annual subscription fee in advance (“Subscription Fee”) (with the exception of existing Suppliers that have purchased a One-, Two-, Three- or Four-Diamond placement) and will be required to pre-fund its RFP Showcase account with at least the minimum dollar amount required by Cvent to respond to showcased RFPs (“Account Funding Fee”).  The amount of funds depleted per RFP response are based upon the RFP type and at the rates set forth in each showcased RFP.  When funds in Supplier’s RFP Showcase account have been depleted such that Supplier cannot respond to a showcased RFP, Supplier must refund its RFP Showcase account with another Account Funding Fee payment. The number of RFP responses exhausted, and amount of funds depleted shall be calculated solely based on records maintained by Cvent.  No other measurements or statistics of any kind shall be accepted by Cvent or have any effect under this Agreement. Any funds remaining in Supplier’s RFP Showcase account upon the expiration or termination of the Order Form will be forfeited by Supplier.

7.           User Limits During the Term of this Agreement.  Additional users shall be available for use by Customer for properties owned or managed by Customer or by a third-party subject to a valid franchise agreement with Customer for up to twenty-five (25) authorized users unless otherwise specified in the Order Form.  Additional users shall be subject to payment of additional fees at Cvent’s then current rate for such users.  Customer represents and warrants that it has obtained written consent from all such properties to access their data. Provided Customer is then in good standing of this Agreement, Customer may amend the list of such properties by adding properties who are acquired by Customer or enter into valid management or franchisee agreements with Customer during the Term of this Agreement (and has provided the aforementioned consent). In addition, Cvent may remove any properties from Customer’s use for users who terminate their management or franchise agreements with Customer during the Term of this Agreement or who requests Cvent in writing to remove its property from such Service. Notwithstanding the foregoing, Customer acknowledges and agrees that if after the Effective Date of this Order Form any third party entity or brand comes to control Customer, comes to be controlled by Customer, or comes to be under common control with Customer, then all such additional properties may only be added to the use upon Customer’s payment of additional fees for such properties at Cvent’s then current rate.

8.       Cvent White Label RFP Form and Cvent White Label Search. Cvent White Label Search and Cvent White Label RFP Form Services include a code snippet provided by Cvent and it is Supplier’s sole responsibility to add this code snippet to their own website outside of the Cvent Supplier Network. Supplier is responsible for any HTML modifications applied to the button for Cvent White Label RFP form.  Individual Supplier profiles for hotels are reliant on an active Cvent Supplier Network subscription. Supplier is responsible for notifying Cvent promptly whenever there is a change to a hotel’s participation on the Cvent White Label Search and Cvent White Label RFP Form. Additions to the contracted number of Suppliers included in a single Cvent White Label Search and Cvent White Label Form shall be subject to and in accordance with Supplier’s subscription and payment plan outlined in the applicable Order Form. In addition, Cvent may remove any properties from Customer’s use of Cvent White Label RFP Form and Cvent White Label Search, who terminate their management or franchise agreements with Customer during the Term of this Agreement or who requests Cvent in writing to remove its property from such Service.  For the avoidance of doubt, Customer shall not be entitled to any refund, rebate, credit, or offset for Fees paid or payable hereunder in the event of any such removal. Cvent is not responsible for RFP content provided by users through Cvent White Label Search and Cvent White Label RFP Form, or for any links or documents provided in these RFPs. 

9.       Additional Terms and Conditions for Wedding Spot Advertising

Platform Description: The Wedding Spot Platform is a platform connecting people seeking wedding services ("Clients") to our community of vendors who provide wedding venues and related services.

Relationship of Parties: Cvent's acceptance of Supplier to the Advertising Service should not be construed as or otherwise deemed an endorsement or promotion of such Supplier, and such acceptance is in reliance on the Supplier's representation and warranty to Cvent of the accuracy of information submitted by Supplier. As the Advertising Service solely provides a platform and tools for Clients and Supplier to communicate with potential transaction partners, any such transactions are made by Clients and Supplier at their own risk.

General Practices Regarding Use and Storage: You acknowledge that Cvent may establish general practices and limits concerning use of the Advertising Service, including without limitation the maximum period of time that data or other content will be retained by the Advertising Service and the maximum storage space that will be allotted on Cvent's servers on your behalf. You agree that Cvent has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded on the Advertising Service. You acknowledge that Cvent reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Cvent reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Mobile Services: The Advertising Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Advertising Service via a mobile device, (ii) the ability to browse the Advertising Service from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). To the extent you access the Advertising Service through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Cvent and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Wedding Spot account information to ensure that your messages are not sent to the person that acquires your old number.

Apple-Enabled Software Applications: Cvent offers Software applications that are intended to be operated in connection with products made commercially available by other application platforms (each, an “Application Platform”). With respect to Software that is made available for your use in connection with a third-party branded product (such Software, "Application Platform Software"), in addition to the other terms and conditions set forth in these Additional Terms and Conditions, the terms and conditions provided by such Application Platform will also apply. Cvent and you acknowledge and agree that the Application Platform(s), and each Application Platform’s respective subsidiaries, are third party beneficiaries of these Additional Terms and Conditions and Agreement, with respect to the Application Platform Software, and that, upon your acceptance of these terms and conditions, the Application Platform will have the right (and will be deemed to have accepted the right) to enforce the Agreement, against you with respect to the Application Platform Software as a third party beneficiary thereof.

Hotel Room Blocks: Cvent offers Clients the opportunity to search and submit a request for a proposal for a set of Supplier rooms for specific dates (collectively, the “Hotel Room Blocks”).

Marks: The Wedding Spot name and logos are trademarks and service marks of Wedding Spot (collectively the "Wedding Spot Trademarks"). Other Wedding Spot, product, and service names and logos used and displayed via the Platform Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Wedding Spot. Nothing in the Agreement or the Advertising Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Wedding Spot Trademarks displayed on the Platform Service, without our prior written permission in each instance. All goodwill generated from the use of Wedding Spot Trademarks will inure to our exclusive benefit.

Third Party Material: Under no circumstances will Cvent be liable in any way for any content or materials of any third parties (including Clients and Supplier), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Cvent does not pre-screen content, but that Cvent and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Advertising Service. Without limiting the foregoing, Cvent and its designees will have the right to remove any content that violates the Agreement or is deemed by Cvent, in its sole discretion, to be otherwise objectionable.

Social Networking Services: You may enable or log in to the Advertising Service via various online third-party services, such as social media and social networking services like Facebook or Twitter ("Social Networking Services"). To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Cvent’s use, storage and disclosure of information related to you and your use of such services within Wedding Spot Platform (including your friend lists and the like), please see our Privacy Policy at www.wedding-spot.com/privacy/. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Cvent  shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Platform Service. In addition, Cvent is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Cvent is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Cvent enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

Warranties; Disclaimers:

ALTHOUGH CVENT ADMINISTERS THE ADVERTISING SERVICE (INCLUDING PRICE ESTIMATES AND COMPARISON FEATURES) AND ALLOWS CLIENTS TO SEARCH FOR SUPPLIERS ON OUR WEDDING SPOT PLATFORM, CVENT IS NOT OTHERWISE A PARTY TO THE SUPPLIER’S SERVICES OR ANY OTHER TRANSACTIONS THAT MAY TAKE PLACE BETWEEN CLIENTS AND SUPPLIERS AND IS NOT INVOLVED IN OR RESPONSIBLE FOR THE PERFORMANCE OF ANY SERVICES PROVIDED BY SUPPLIERS. CVENT HAS NO CONTROL OVER THE PERFORMANCE OF ANY SERVICE BY SUPPLIERS OR ANY CLAIMS MADE BY SUPPLIERS ABOUT THE VENUE OR SERVICES THEY MAY OFFER, NOR DOES CVENT GUARANTEE OR ENDORSE THE TRUTH OR ACCURACY OF ANY REPRESENTATIONS MADE BY SUPPLIERS, THE ABILITY OF SUPPLIERS TO PROVIDE THE VENUE OR SERVICES AS CLAIMED BY SUPPLIERS (EVEN IF THROUGH THE SERVICE) OR THE ABILITY OF CLIENTS TO PAY FOR ANY VENUE OR SERVICES OFFERED BY SUPPLIERS. CLIENTS AND SUPPPLIERS (AND NOT CVENT) BEAR ALL RISKS AND LIABILITIES ASSOCIATED WITH ANY SUPPLIERS SERVICES, VENUES OR OTHER TRANSACTIONS BETWEEN THEM. THE QUALITY OF THE SUPPLIER SERVICES PURCHASED THROUGH THE USE OF THE ADVERTISING SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE SUPPLIER WHO PROVIDES SUCH VENUE OR SUPPLIER SERVICES TO CLIENT.

USERS OF WEDDING SPOT PLATFORM MAY POST REVIEWS, RATINGS OR OTHER COMMENTS AND CONTENT ("CONTENT") VOLUNTARILY AT THEIR SOLE DISCRETION ABOUT SUPPLIERS AND SUPPLIER’S SERVICES. CVENT IS NOT RESPONSIBLE FOR THE CONTENT, OPINIONS OR INFORMATION POSTED ON OUR WEDDING SPOT PLATFORM BY OTHERS. CONTENT POSTED BY ANYONE OTHER THAN CVENT ON THE WEDDING SPOT PLATFORM IS THE SOLE RESPONSIBILITY OF THE POSTING PARTY. CVENT DOES NOT ACTIVELY MONITOR THE WEDDING SPOT PLATFORM FOR INAPPROPRIATE POSTINGS AND DOES NOT ON ITS OWN UNDERTAKE EDITORIAL CONTROL OF POSTINGS. HOWEVER, IN THE EVENT THAT ANY INAPPROPRIATE POSTING IS BROUGHT TO THE ATTENTION OF CVENT, WE WILL TAKE ALL APPROPRIATE ACTION. WE SHALL NEITHER BE LIABLE NOR RESPONSIBLE FOR ANY CONTENT AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY IN THAT REGARD. CVENT WILL NOT MEDIATE OR RESOLVE ANY DISPUTE OR DISAGREEMENT BETWEEN YOU AND OTHER USERS WITH REGARD TO ANY CONTENT OR POSTINGS ON OUR WEDDING SPOT PLATFORM.

Disputes: You agree that you are solely responsible for your interactions with any other user in connection with the Advertising Service and Cvent will have no liability or responsibility with respect thereto. Cvent reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Advertising Service.

Link(s): Cvent grants you a worldwide, limited, non-exclusive, non-transferable license, without the right to sublicense, so that you may establish one or more links to Wedding Spot Platform from your website(s), for the purpose of allowing any of Cvent’s guest and registrants to use Wedding Spot Advertising. You shall include a hypertext link to a designated Wedding Spot Platform in the form as agreed by the parties and use reasonable efforts to promote such link on your website.

“No Cancellation” Policy:  Cvent has a strict no cancellation policy.  Supplier may not cancel its contract any time before the end of the contract’s term. All fees paid hereunder are non-refundable, and no refunds or credits of any kind shall be issued.  

Change in existing Supplier profile: To the extent an existing Supplier profile listed on the Wedding Spot Platform undergoes any change in ownership (whether in the case of a merger, acquisition or sale of all or substantially all assets), Supplier re-branding, brand transitions or conversions, and/or a Supplier changes their location address(es) listed on our Wedding Spot Platform, the Supplier will be required to upgrade their venue listing by paying the amount specified in the payment plan in order for Cvent to facilitate the changes to the Supplier’s profile. Following payment by the Supplier, the Supplier’s updated listing will be displayed on the Wedding Spot Platform.

Additional Terms and Conditions for Cvent Productivity Tools and CSN Business Intelligence

Last Updated: December 13, 2022

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of Cvent Productivity Tools and CSN Business Intelligence. 

1. Scope of Services

1.1           These Terms apply to Cvent Productivity Tools and CSN Business Intelligence. Customer is also referred to as “Supplier” for the purposes of this Product Exhibit. 

2. CSN RFP Visibility Terms 

2.1     CSN RFP Visibility Enterprise.  During the Term of this Agreement, the Services known as CSN RFP Visibility Enterprise/ CSN RFP Visibility Enterprise-Additional User, shall be available for use by Customer for properties owned or managed by Customer or by a third-party subject to a valid franchise agreement with Customer for up to twenty-five (25) authorized users. Additional users shall be subject to payment of additional fees at Cvent’s then current rate for such users. Customer represents and warrants that it has obtained written consent from all such properties to access their data. Provided Customer is then in good standing of this Agreement, Customer may amend the list of such properties by adding properties who are acquired by Customer or enter into valid management or franchise agreements with Customer during the Term of this Agreement (and has provided the aforementioned consent). In addition, Cvent may remove any properties from Customer’s use of CSN RFP Visibility Enterprise/ CSN RFP Visibility Enterprise-Additional User, who terminate their management or franchise agreements with Customer during the Term of this Agreement or who requests Cvent in writing to remove its property from such Service.  For the avoidance of doubt, Customer shall not be entitled to any refund, rebate, credit, or offset for Fees paid or payable hereunder in the event of any such removal.  Notwithstanding the foregoing, Customer acknowledges and agrees that if after the Effective Date of this Order Form any third party entity or brand comes to control Customer, comes to be controlled by Customer (or its affiliates or shareholders), or comes to be under common control with Customer (or its affiliates), then all such additional properties may only be added to the use of CSN RFP Visibility Enterprise/ CSN RFP Visibility Enterprise-Additional User upon Customer’s payment of additional Fees for such properties at Cvent’s then current rate for CSN RFP Visibility Enterprise/ CSN RFP Visibility Enterprise-Additional User.

2.2    Multi Property User Access. During the Term of this Agreement, the Services known as Multi-Property User Access shall be available for use with the Customer properties designated in the list attached hereto. Customer represents and warrants that it has obtained written consent from all such properties to access their data. Provided Customer is then in good standing of this Agreement, Customer may amend the list of such properties by adding properties (who enter into valid management agreements with Customer during the Term of this Agreement and provided the aforementioned consent) or removing properties (who terminate their management agreements with Customer during the Term of this Agreement or who requests Cvent in writing to remove its property from such Service), on condition that the number of properties does not otherwise exceed the contracted amount of properties specified in this Order Form. In the event the addition of Customer properties cumulatively exceeds the number of Customer properties specified in the Order Form, Customer shall pay additional fees for such properties within 30 days of the date of the applicable invoice from Cvent. For the avoidance of doubt, in no event shall the Fees due hereunder be reduced to less than the amount set forth in this Order Form due to the removal of Customer properties from the Services known as Multi-Property User Access.

2.3    Multi-Property IDs.  At Customer’s request, Cvent may provide one or more login IDs and passwords to other employees of Customer’s or Customer’s parent company but who are not employees of Customer or its Affiliates (all of foregoing collectively as, “Above Property Users”).  Such additional logins may be subject to an additional charge by Cvent.  If Customer is a hotel, motel, resort, or short-term lodging facility owned or managed by an Above Property User, (each, a “Property User”), Customer hereby consent to Cvent providing such logins to Above Property Users.  If Customer is an Above Property User, Customer represent and warrant that it has obtained consent from your Property Users to access such property-level data

3. CSN Business Intelligence

3.1           Changes to Hotel Flags.  Customer will notify Cvent in writing (via email to account manager) at least 30 days in advance of changes to its flag. 

Additional Terms and Conditions for Cvent Transient Services

Last Updated: September 12, 2024

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of the Transient Services and associated Services. 

BUSINESS INTELLIGENCE

Customer’s Business Intelligence dashboard subscription is limited to the Minimum Annual License Metric, and Customer will be provided subscription access equal to the Minimum Annual License Metrics as defined on the attached Order Form. Excluding any Business Intelligence license subscription which is paid for by Customer using Cvent’s online payment and activation site, Customer will provide Cvent with a written list identifying those properties that will be subscribed to the Business Intelligence dashboard ("Original Property List"). Customer may not modify the Original Property List during the Term. Customer may neither assign nor transfer the Business Intelligence license subscription to any property not listed in Original Property List. Customer acknowledges that Cvent cannot activate the Business Intelligence OnDemand Service until Customer provides Cvent with the Original Property List.  Upon receipt of the Original Property List, Cvent will provide Customer with a prepaid code. Customer and/or end user will use the prepaid code to select Business Intelligence from Cvent’s Supplier Portal.  Upon selection, Customer will be prompted to enter at a minimum seven (7) competitor properties ("Competitive Set"). Cvent’s selection of the Competitive Set activates the Business Intelligence dashboard.

Additional Terms and Conditions for Cvent Event Diagraming, Interactive Floor Plans and Photorealistic 3D

Last Updated: January 23, 2022

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of Cvent Event Diagraming, Interactive Floor Plans and Photorealistic 3D (collectively, “Event Diagraming”) and Cvent Sales and Catering CRM.

Definitions

• Cvent Event Diagraming
• Cvent Sales & Catering CRM - Defined below
• Hotel Website Solutions
• Floor Plans - Means all renderings of a physical space uploaded to the Customer’s instance of the Event Diagraming Platform in a system supported format (e.g., a PDF, image file, acceptable CAD file or Event Diagraming’ proprietary FPC2 (or later) data file) but excluding Event Diagraming’ proprietary data structure for storing and representing such Floor Plans.

Event Diagraming Platform and Cvent Sales and Catering CRM

• Event Diagraming Platform
  Customer’s right to access and use the Event Diagraming Platform commences on the “Start Date,” which is the later of the date specified in the Order Form or the date an access code for the Event Diagraming Platform is first provided to Customer. Cvent will provide to Customer access to the Event Diagraming Platform promptly after receipt from Customer of the necessary details of the initial user associated with the account. This access shall include licenses for the number of users as described on the Order Form (either a fixed number of users or an unlimited number of users). Event Diagraming reserves the right to change, improve and/or update the Event Diagraming Platform from time to time in its sole discretion, and to provide such changes, improvements and/or updates to Customer at no additional cost so long as it is not a feature or functionality that Event Diagraming offers to its other customers as a separate product at an additional charge.
• User Limits Customer has the ability to set up and change user accounts. Customer agrees that each user account shall be assigned to, and Customer shall cause it to be used exclusively by, a single individual (e.g., no creation of generic or shared user accounts). Except when provided otherwise on an Order Form, users are limited to employees of Customer and independent contractors acting as temporary employees (e.g., no granting user accounts to independent contractors that would use such accounts outside of the work they are performing on behalf of Customer). Where an Order Form specifies a limited number of users, Customer may re-assign a user account where the person initially assigned such account has left the employ of Customer or changed job assignments to a new job where use of the Event Diagraming Platform is not part of such job responsibilities. However, Customer shall not reassign such user account as a means of sharing use of the Event Diagraming Platform within Customer’s operations, rather, Customer shall purchase additional users as required. Cvent reserves the right to impose a reconnection fee, not to exceed $500 or equivalent of local currency, in the event Customer is suspended for a reason caused by Customer and thereafter Customer requests renewed access to the Event Diagraming Platform.
• License to Customer Data
  Customer hereby grants Cvent a non-transferable (except as provided herein), royalty-free (except as provided herein), non-exclusive, worldwide license to display, transmit, distribute, copy, store and/or reproduce the Customer Data on or through the Event Diagraming Platform or any other platforms maintained by Cvent, Inc. or its affiliates and to disclose Customer Data to third party service providers for Cvent to operate the Services. Additionally, Cvent may use, display, transmit, distribute, copy, store, provision into and/or reproduce the Floor Plans as part of the Event Diagraming Platform as well as in other Event Diagraming’ or Cvent’s (or its affiliates)   products during and after the Term.

Warranties; Disclaimers

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE EVENT DIAGRAMING PLATFORM IS PROVIDED “AS IS,” AND NEITHER EVENT DIAGRAMING NOR ANY OF ITS PROVIDERS, LICENSORS, OFFICERS, EMPLOYEES, OR AGENTS MAKES ANY WARRANTY, CONDITION OR GUARANTEE WITH RESPECT TO THE EVENT DIAGRAMING PLATFORM OR AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE EVENT DIAGRAMING PLATFORM, UNDER THIS AGREEMENT OR OTHERWISE. THE PURCHASE OF ACCESS TO AND USE OF THE EVENT DIAGRAMING PLATFORM IS MADE WITH KNOWLEDGE OF THIS WARRANTY LIMITATION. CVENT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. CVENT DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE EVENT DIAGRAMING PLATFORM.

CUSTOMER ACKNOWLEDGES THAT THE EVENT DIAGRAMING PLATFORM RELIES ON BLUEPRINTS THAT ARE PROVIDED BY CUSTOMER OR THAT MAY BE CREATED BY CVENT, AND THAT THE EVENT DIAGRAMING PLATFORM MATHEMATICALLY EXTRAPOLATES DATA DETERMINED FROM SUCH BLUEPRINTS, AND UNDERSTANDS THAT SUCH BLUEPRINTS AND DATA MAY CONTAIN ERRORS OR INACCURACIES, AND THAT SUCH DATA WHEN USED BY THE EVENT DIAGRAMING PLATFORM MAY PERMIT CONFIGURATIONS THAT VIOLATE THE LAWS, RULES OR REGULATIONS OF THE JURISDICTION IN WHICH THE FACILITY REPRESENTED IN SUCH BLUEPRINT IS LOCATED (WHETHER BY OVERRIDE BY CUSTOMER OR BY FUNCTION OF THE EVENT DIAGRAMING PLATFORM). CONSEQUENTLY, CUSTOMER AGREES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING THAT THE PLANS GENERATED BY THE EVENT DIAGRAMING PLATFORM ARE SUITABLE FOR THE CONTEMPLATED EVENT AND WILL IN PRACTICE ACTUALLY PERMIT THE USE OF THE SPACE CONTEMPLATED IN SUCH PLAN AND THAT SUCH PLAN COMPLIES WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE IN THE LOCAL JURISDICTION FOR WHICH THE PLAN HAS BEEN CREATED.

ADDITIONAL TERMS AND CONDITIONS FOR CVENT PASSKEY IMPLEMENTATION

Last Updated: August 3, 2021

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s implementation of Passkey. 

The following is applicable only to those properties that do not have access to the OnDemand Services as of the Effective Date of the applicable Order Form.

1.             Acknowledgment

ACKNOWLEDGEMENT.  CUSTOMER ACKNOWLEDGES THAT CVENT IS NOT LIABLE FOR ISSUES THAT MAY ARISE TO DUE CUSTOMER’S SYSTEMS OR THIRD-PARTY INTEGRATIONS, SUCH AS DELAYS IN TRANSMISSION OF INFORMATION, THRID PARTY OUTAGES OR DATA QUALITY FROM SUCH THRID-PARTY SYSTEMS OR CUSTOMER SYSTEMS. CUSTOMER ACKNOWLEDGES THAT DATA INTEGRITY OR DELAY ISSUES WITHIN CUSTOMER OR THIRD-PARTY SYSTEMS MAY LEAD TO ROOM INVENTORY DISCREPANCIES.

2.             Passkey Onboarding

1. Scheduled calls with the client to review the onboarding process and answer questions about the account set-up
2. Configuration of an account within Passkey, specifically:
   1. Passkey Settings and Defaults
   2. Event Bundles
   3. Attendee Website Templates
   4. Group Campaign Templates
   5. Planner Notification Letter Templates
   6. Smart Alerts
   7. Guarantee/Payment and Attendee Types
   8. Marketing Materials
3. Installation of PMS/CRS interface for GroupLink purposes, as applicable, including testing reservation transfer between Passkey and Customer’s PMS/CRS
4. Introductory training comprised of three (3) online instructor-led sessions, totaling eleven (11) hours, and covering the following topics:
   1. Introduction to Passkey
   2. Libraries and Bundles
   3. Creating Events
   4. Going Live
   5. Inventory Management
   6. Website Customization
   7. Planner Experience
   8. Upselling Techniques
   9. Reservation Integrations
   10. Day to Day Management
   11. Office Time

The scope of work does not include:

1. Cvent Professional Services creating events/building groups or managing inventory within Passkey
2. Customized training per property or onsite training. Customer agrees to pay Cvent for any additional training modules, classes or training participants not specifically identified at Cvent’s then current rates. Additional fees will include, but may not be limited to, additional training materials, reproduction, additional trainers, and travel and direct expenses for all sessions

Materials/Information/Resources Required of Client 

1. Identification of a lead at the property to be the point of contact throughout the Passkey onboarding process
2. Participation in scheduled calls with the Cvent lead
3. Completion of the Passkey requirements workbook
4. Participation in user acceptance testing to confirm reservations are transferring successfully between Passkey and the property’s PMS/CRS
5. Ownership of the scheduling and communication with the PMS vendor for installation, where applicable
6. Identification of appropriate attendees for training, up to six (6) trainees participating in hands-on training
7. Active participation and attendance for the full training course including:
   1. All attendees at training will have working knowledge of the Internet, Microsoft Word and Excel, know how to cut & paste images and text, and how to use email and attachments prior to attending any training module. 
   2. Provide all attendees with the following:

i.              Internet connection capable of running WebEx

ii.             Phones

iii.            Attendees should bring own computers meeting the following minimum requirements:

Customer will be responsible for any additional direct costs, training cancellation fees, or other charges associated with delays or cancellations in training that result from a failure to provide the Training Requirements.

Additional Terms and Conditions for Hotel Website Solutions

Last Updated: September 12, 2024

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of Interactive Floor Plans and Photorealistic 3D (collectively, “Event Diagraming”), and other Hotel Website Solutions.

Event Diagraming Platform Terms

1. Event Diagraming Platform - Customer’s right to access and use the Event Diagraming Platform commences on the “Start Date,” which is the later of the date specified in the Order Form or the date an access code for the Event Diagraming Platform is first provided to Customer. Cvent will provide to Customer access to the Event Diagraming Platform promptly after receipt from Customer of the necessary details of the initial user associated with the account. This access shall include licenses for the number of users as described on the Order Form (either a fixed number of users or an unlimited number of users). Event Diagraming reserves the right to change, improve and/or update the Event Diagraming Platform from time to time in its sole discretion, and to provide such changes, improvements and/or updates to Customer at no additional cost so long as it is not a feature or functionality that Event Diagraming offers to its other customers as a separate product at an additional charge.
2. User Limits - Customer has the ability to set up and change user accounts. Customer agrees that each user account shall be assigned to, and Customer shall cause it to be used exclusively by, a single individual (e.g., no creation of generic or shared user accounts). Except when provided otherwise on an Order Form, users are limited to employees of Customer and independent contractors acting as temporary employees (e.g., no granting user accounts to independent contractors that would use such accounts outside of the work they are performing on behalf of Customer). Where an Order Form specifies a limited number of users, Customer may re-assign a user account where the person initially assigned such account has left the employ of Customer or changed job assignments to a new job where use of the Event Diagraming Platform is not part of such job responsibilities. However, Customer shall not reassign such user account as a means of sharing use of the Event Diagraming Platform within Customer’s operations, rather, Customer shall purchase additional users as required. Cvent reserves the right to impose a reconnection fee, not to exceed $500 or equivalent of local currency, in the event Customer is suspended for a reason caused by Customer and thereafter Customer requests renewed access to the Event Diagraming Platform.
3. License to Customer Data - Customer hereby grants Cvent a non-transferable (except as provided herein), royalty-free (except as provided herein), non-exclusive, worldwide license to display, transmit, distribute, copy, store and/or reproduce the Customer Data on or through the Event Diagraming Platform or any other platforms maintained by Cvent, Inc. or its affiliates and to disclose Customer Data to third party service providers for Cvent to operate the Services. Additionally, Cvent may use, display, transmit, distribute, copy, store, provision into and/or reproduce the Floor Plans (defined below) as part of the Event Diagraming Platform as well as in other Event Diagraming’ or Cvent’s (or its affiliates)  products during and after the Term.
4. Floor Plans.  “Floor Plans” means all renderings of a physical space uploaded to the Customer’s instance of the Event Diagraming Platform in a system supported format (e.g., a PDF, image file, acceptable CAD file or Event Diagraming’ proprietary FPC2 (or later) data file) but excluding Event Diagraming’ proprietary data structure for storing and representing such Floor Plans.

CUSTOMER ACKNOWLEDGES THAT THE EVENT DIAGRAMING PLATFORM RELIES ON BLUEPRINTS THAT ARE PROVIDED BY CUSTOMER OR THAT MAY BE CREATED BY CVENT, AND THAT THE EVENT DIAGRAMING PLATFORM MATHEMATICALLY EXTRAPOLATES DATA DETERMINED FROM SUCH BLUEPRINTS, AND UNDERSTANDS THAT SUCH BLUEPRINTS AND DATA MAY CONTAIN ERRORS OR INACCURACIES, AND THAT SUCH DATA WHEN USED BY THE EVENT DIAGRAMING PLATFORM MAY PERMIT CONFIGURATIONS THAT VIOLATE THE LAWS, RULES OR REGULATIONS OF THE JURISDICTION IN WHICH THE FACILITY REPRESENTED IN SUCH BLUEPRINT IS LOCATED (WHETHER BY OVERRIDE BY CUSTOMER OR BY FUNCTION OF THE EVENT DIAGRAMING PLATFORM). CONSEQUENTLY, CUSTOMER AGREES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING THAT THE PLANS GENERATED BY THE EVENT DIAGRAMING PLATFORM ARE SUITABLE FOR THE CONTEMPLATED EVENT AND WILL IN PRACTICE ACTUALLY PERMIT THE USE OF THE SPACE CONTEMPLATED IN SUCH PLAN AND THAT SUCH PLAN COMPLIES WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE IN THE LOCAL JURISDICTION FOR WHICH THE PLAN HAS BEEN CREATED

Warranties; Disclaimers. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE EVENT DIAGRAMING PLATFORM IS PROVIDED “AS IS,” AND NEITHER EVENT DIAGRAMING NOR ANY OF ITS PROVIDERS, LICENSORS, OFFICERS, EMPLOYEES, OR AGENTS MAKES ANY WARRANTY, CONDITION OR GUARANTEE WITH RESPECT TO THE EVENT DIAGRAMING PLATFORM OR AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE EVENT DIAGRAMING PLATFORM, UNDER THIS AGREEMENT OR OTHERWISE. THE PURCHASE OF ACCESS TO AND USE OF THE EVENT DIAGRAMING PLATFORM IS MADE WITH KNOWLEDGE OF THIS WARRANTY LIMITATION. CVENT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. CVENT DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE EVENT DIAGRAMING PLATFORM.

Additional Terms and Conditions for Cvent Sales & Catering CRM

Last Updated: August 3, 2021

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of Cvent Sales and Catering CRM.

Customers subscribing to the Event Diagraming Sales & Catering CRM (“System”) in a duly executed Order shall have access to Event Diagraming’ group booking management and customer-relationship-management application for use in the property(ies) listed in each applicable Order and located in the United States only. As between Customer and Event Diagraming, Customer is solely responsible for inputting any data necessary to utilize the System, including but not limited to any data from Customer’s property management system.   Customer may utilize the System to create and generate contracts and invoices for its group bookings, including event, room and catering bookings directly from the System, provided Customer is solely responsible for the legality and accuracy of such contracts and invoices. Customer shall indemnify, defend and hold Cvent, its affiliates, and their respective officers, directors, employees, agents and advisors, harmless from and against any and all liability, damages, costs or expenses (including reasonable attorneys’ fees) that are or may be sustained or incurred by an indemnified party as a result of any asserted claim or claims related any contracts or invoices generated through the System.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE SYSTEM IS PROVIDED “AS IS,” AND NEITHER CVENT NOR ANY OF ITS PROVIDERS, LICENSORS, OFFICERS, EMPLOYEES, OR AGENTS MAKES ANY WARRANTY, CONDITION OR GUARANTEE WITH RESPECT TO THE SYSTEM OR AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SYSTEM, UNDER THIS AGREEMENT OR OTHERWISE. THE PURCHASE OF ACCESS TO AND USE OF THE SYSTEM IS MADE WITH KNOWLEDGE OF THIS WARRANTY LIMITATION. CVENT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. CVENT DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE SYSTEM.

Additional Terms and Conditions for Live Events

Last Updated: August 3, 2021

These Additional Terms and Conditions are legally binding and form an integral part of the Order Form and Supplier & Venue Solutions Terms of Use entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to Live Events. 

 Customer is responsible for the actions of its agents at Live Events. Cvent reserves the right, in its sole discretion, to change the site, hours, or dates of any event that Customer has contracted though an executed Order Form to sponsor, appear as an exhibitor, or otherwise attend.  Cvent will attempt to notify Customer of any such changes as far in advance as possible. In the event Customer wishes to cancel all or part of its participation in the event, Customer must send notice of cancellation in writing to Cvent at least sixty (60) days prior to the event date. Notwithstanding any such cancellation, Customer shall be liable for one hundred percent (100%) of the total fees set forth in the Order Form irrespective of the reason for Customer's cancellation. In the event of cancellation by Customer, Cvent shall have the right to use Customer 's allocated space/session, as applicable, or rent such space/session to another Customer. Cvent's re-allocation of Customer's space/session shall not excuse Customer from payment of the fees set forth in the Order Form.  Cvent reserves the right to cancel the event or to terminate the Order Form for any reason at any time upon reasonable written notice to Customer. Upon cancellation or termination by Cvent, Cvent's sole liability to Customer and Customer’s sole and exclusive remedy shall be a refund of the fees paid by Customer pursuant to the Order Form

Additional Terms and Conditions for Cvent Instant Book

Last Updated: October 20, 2023

1. Scope: Cvent’s automated meeting space and hotel guest room availability, rates and inventory reservation and distribution system allows for computerized reservations of Customer meeting space and hotel guest room inventory by Cvent users (“Buyers”) (collectively, (“Cvent Instant Book”). In addition to these Additional Terms and Conditions, Customer agrees to be bound by the Cvent Instant Book Booking and Service Terms located at: https://www.cvent.com/en/cvent-instant-book-terms-and-conditions. The parties agree that the Additional Terms and Conditions for Cvent Instant Book and the Cvent Instant Book Booking and Service Terms are legally binding and form an integral part of the Agreement entered into by and between Cvent and Customer to reflect the Parties’ agreement with regard to the Customer’s subscription and use of Cvent Instant Book. 

2. Cvent Obligations: Cvent will display the meeting space and/or hotel guest room availability, rates and inventory data that Customer chooses to make available to Buyers (as defined in the Cvent Instant Book Booking and Service Terms) through Instant Book to Buyers that Customer has authorized for Buyer’s purchase. Instant Book will allow Buyers to search and reserve meeting space and/or hotel guest rooms directly with Customer. 

3. Customer Obligations:

3.1 Meeting Space and Hotel guest room Data: Customer will be responsible for maintaining the accuracy, completeness and usability of the meeting space and/or hotel guest rooms made available within Instant Book, including all applicable associated taxes and any applicable service fees charged to the Buyer. Customer is responsible for timely updating, and for the accuracy and completeness of, meeting space and hotel guest room information provided to Instant Book for each hotel property.  In furtherance of the above, Customer shall maintain an application programming interface (“API) that is compatible with Instant Book to display available meeting space and hotel guest rooms throughout the Term of this Agreement and at its own expense.

3.2 Overbooking: In the event of overbooking, including without limitation, when a Buyer reserves a meeting space or hotel guest room through Instant Book that is not actually available at a Customer property, Customer is responsible for finding acceptable alternative accommodations for the person or entity that reserved the meeting space or hotel guest room, or otherwise making such person or entity whole. Additionally, Customer will indemnify, defend, and hold Cvent harmless against any and all demands, judgments, awards, losses, damages, costs, penalties, expenses, claims and liabilities, including reasonable attorneys fees, and any other losses and liabilities of any kind arising from or related to a Customer’s overbooking of meeting space or hotel guest rooms made available via Instant Book. 

3.3 Transaction Fees: 

3.3.1 “Transaction Fee“ means the fees payable by Buyer or Customer, as applicable, to Cvent related to meeting space, ancillary services, or hotel  guest rooms, in each case minus any credit card processing fees or other transaction costs, if any and not refunded due to a cancellation as permitted pursuant to the Cvent Instant Book Booking and Service Terms.

3.3.2 “Actualized Transaction Value” means the total aggregate fees paid or payable to Customer as a result of the applicable booking by the Buyer from the Meeting Space or Related Hotel guest rooms, excluding taxes. 

3.3.3 “Commissionable Booking” means a booking submitted by a third-party end user who requires a commission be paid to the Buyer as a condition of being awarded the booking as designated in an agreement between the Buyer and third party.  Commissions on a Commissionable Booking may be on the Hotel guest rooms or the Meeting Space The following schedule outlines how Transaction Fees are calculated.

3.3.4 “Hotel Guest Room Night” means the sum of all related Hotel Guest Rooms for all contracted days. For example, when five (5) Hotel Guest Rooms are booked for three (3) nights each it results in a total of 15 Hotel Guest Room Nights. 

The following Transaction Fee schedule shall apply to Actualized Transaction Value apportioned to Hotel Guest Rooms and Meeting Space made via Instant Book:

All fees payable by Customer shall be paid within thirty (30) days after the invoice date.

4. Supported Systems : 

4.1 Internet: Cvent will make available to Customer with access to Cvent Instant Book via the internet by use of a Customer-provided browser. Customer is solely responsible for obtaining and maintaining at its own expense all equipment needed to access Cvent Instant Book, including internet access and adequate bandwidth. The Cvent Instant Book is not compatible by use of Internet Explorer browser.

4.2 Third Party Solutions:Customer acknowledges and agrees that certain functionalities of Cvent Instant Book may require a license or subscription to a compatible third-party solution or Customer to procure such license or subscription from Cvent subject to terms and conditions as required by the third-party provider. If Customer buys or licenses any such third-party solution from a third party provider, Customer acknowledges and agrees that such solutions are being provided by a third party and Cvent is not responsible or liable for any claims or damages related to or arising from Customer’s use thereof, including but not limited to any unavailability of such solution during Customer’s Instant Book.

5. Privacy and Disclaimers: 

CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE DATA PRIVACY LAWS INCLUDING BUT NOT LIMITED TO COLLECTING PROPER CONSENT AND AUTHORIZATION TO SHARE BUYERS’ INFORMATION, INCLUDING ANY PERSONAL INFORMATION, WITH ANY THIRD PARTY.

NOTWITHSTANDING ANYTHING SET FORTH IN THE AGREEMENT OR THESE ADDITIONAL TERMS AND CONDITIONS, ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ACCURACY OR USE ARE HEREBY DISCLAIMED. CVENT DOES NOT WARRANT OR GUARANTEE THAT CVENT INSTANT BOOK (OR THE SUPPORT PROVIDED HEREUNDER) WILL SATISFY YOUR REQUIREMENTS, OR THAT THE OPERATION OF SUCH WILL BE UNINTERRUPTED OR ERROR FREE. YOU ACCEPT CVENT INSTANT BOOK AS-IS, IN THE FORM PROVIDED, AND EXPRESSLY WAIVE ANY RIGHT TO ANY AND ALL REFUNDS, DAMAGES (WHETHER DIRECT, INDIRECT OR OTHERWISE), OR OTHER COMPENSATION