24-091.00CVENTSocialTablesSoftwareCenterPlace DocuSign Envelope ID:4374857A-82F9-4C9F-87C6-3FD44B5617E7
cvent SUPPLIER &VENUE SOLUTIONS
Customer:Center Place Cvent, Inc.
Billing Address: 1765 Greensboro Station Place,7th Floor
2426 N. Discovery Place Tysons Corner,VA 22102
Spokane Valley,WA 99216 Billing Dept. Phone:703.226.3522
Billing Dept. Email: Receivables@cvent.com
Software, Enhanced RFP Services, Paid Advertising, Analytics, Fees and Usage Totals
YEAR 1:7/1/2024- 6/30/2025
Total Price Before Discount "S^ 8 9" '^
Discount USD 10,540.70
TOTAL FEES PAYABLE in USD* USD 8,392.00
YEAR 2: 7/1/2025 -6/30/2026
Total Price Before Discount US^ 12 «6 88
Discount USD 4,804.88
TOTAL FEES PAYABLE in USD* USD 7,762.00
YEAR 1:7/1/2024-6/30/2025
Listing Advertisement(s), Software, Services and CONNECT Quantity Service Term Fee
CSN Advertising-1 Diamond 1 7/1/2024 USD 2,262.00
6/30/2025
#of RFP Non- Comp Set
Suggested Advertisement(s) Quantity Units Native Venue Codes Service Term
MMA(s)
CSN Advertising-Suggested Ad-Single Property 1 10 N/A N/A 7/1/2024-1/1/2025
CSN Advertising-Suggested Ad-Display Fee 1 N/A N/A N/A 7/1/2024-1/1/2025
Suggested Advertisement(s) Net Total Price USD 0.00
Cvent Event Diagramming&Interactive Floor
Plans(formerly Social Tables), and Cvent Sales& Quantity Unit Service Term Fee
Catering CRM
Cvent Event Diagramming(Venues)
Meeting Space Bucket:15000-29999 1 License 7/1/2024-6/30/2025 USD 5,130.00
Cvent Event Diagramming-Setup 1 Account 7/1/2024-6/30/2025 USD 1,000.00
Cvent Event Diagramming-Personalized 1x1 Online 1 Hour 7/1/2024 6/30/2025 USD 0.00
Training
Cvent Event Diagramming-Interactive Floorplans
(Venues) 1 Account 7/1/2024-6/30/2025 USD 0.00
Meeting Space Bucket:15000-29999
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Cvent Event Diagramming-Cvent Interactive Floorplans- 1 Account 7/1/2024-6/30/2025 USD 0.00
Setup
YEAR 2:7/1/2025-6/30/2026
Listing Advertisement(s),Software, Services and CONNECT Quantity Service Term Fee
CSN Advertising-1 Diamond 1 7/1/2025- USD 2,632.00
6/30/2026
Cvent Event Diagramming&Interactive Floor
Plans(formerly Social Tables),and Cvent Sales& Quantity Unit Service Term Fee
Catering CRM
Cvent Event Diagramming(Venues)
Meeting Space Bucket:15000-29999 1 License 7/1/2025 6/30/2026 USD 5,130.00
Cvent Event Diagramming-Setup 1 Account 7/1/2025-6/30/2026 USD 0.00
Cvent Event Diagramming-Personalized 1x1 Online 1 Hour 7/1/2025-6/30/2026 USD 0.00
Training
Contract Term
The term is 7/1/2024 to 6/30/2026.
Services
Cvent products and services listed herein,each subject to the Supplier&Venue Solutions Terms of Use attached hereto.
Payment Terms
Annual Upfront by Invoice; Payment due Net 30 from Invoice Tax/VAT/GST/ABN ID#:
Date.
Is Purchase Order Required?: Price does not include sales tax or any other applicable taxes.
Purchase Order#:
Purchase Order Portal:
Pricing Valid Through:6/10/2024
Additional Terms
Cvent will provide Supplier online training about how Supplier may maximize the value of its Half-Diamond and 1-Diamond ad
purchases,as further set forth at-https://web.cvent.com/event/b07dbd60-280f-4577-9615-b25a959e3f3f/summary.Supplier
acknowledges and agrees that the training session and all content,materials, ideas,strategies, business plans, processes,
opportunities, know-how,and any other information presented during that training,whether oral,written,or in any other
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media(collectively,"1 raining Materials"),constitute cvent's intellectual property,and are proprietary and confidential to Cvent.
Notwithstanding anything to the contrary in this or any other agreement between the parties,Cvent agrees to license Supplier's use
of the Training Material subject to the Terms of Use,and except for the foregoing limited license,Cvent hereby retains all right,title,
and interest to such Training Materials.
By opting into diamond waitlist below,Supplier agrees that during the initial twelve months of this Agreement it is being placed on
a waiting list for its metropolitan area for Diamond Ad placements.In the event a three or four Diamond Ad placement becomes
available in the Supplier's metropolitan area during such twelve month period and Supplier is then in good standing of this
Agreement,Cvent reserves the right at its sole discretion to upgrade Supplier to either a three or four Diamond Ad placement
upon notice from Cvent.In the event of such upgrade,Supplier shall subscribe to such upgraded level for a minimum of twenty-
four(24)months and the Term of this Agreement shall be automatically extended for such period for the upgraded Diamond Ad
placement only.Supplier agrees to pay the Cvent rates for the first twelve months of the term of the three Diamond at ICURRENCY
&3 DIAMOND LIST PRICE AMOUNT' or the four Diamond at JCURRENCY&4 DIAMOND LIST PRICE AMOUNT'as applicable;with
subsequent twelve months term subject to an 5%increase for either the three or four Diamond from the immediately preceding
twelve month period(notwithstanding any different rates then in effect with the franchisor or management company of Supplier's
property, if any).Such fees for the upgraded Diamond Ad placement annually are due in advance within thirty(30)days of the date of
the invoice from Cvent,provided Cvent shall apply a credit to such fees for the first twelve months in the amount of the fees prepaid
for the Diamond Ad placement purchased hereunder prior to the upgrade prorated based on the remaining term of the then current
twelve month period.If the Term of this Agreement is for twenty-four months or longer,then Supplier shall have a right to renew its
placement on the waiting list for another twelve month period provided it provides written notice of such renewal to Cvent no later
than ninety(90)days prior to the expiration of the initial twelve month period for the waiting list.Supplier acknowledges and agrees
that this Order Form does not guarantee that its Diamond Ad placement will be upgraded during the Term and notwithstanding
anything set forth herein,may not be upgraded at all.
Diamond Waitlist Opt-In Signature
By checking this box and providing your initials signature,you are opting into the diamond waitlist terms as outlined herein.
Billing Contact Details: Billing Address: Service Address:
Name: Nicole Ulmer Street:2426 N. Discovery Place Street:2426 N. Discovery Place
Title:CenterPlace Coordinator City:Spokane Valley City:Spokane Valley
Email: nulmer@spokanevalleywa.gov State:WA State:WA
Phone:509-720-5405 Zip Code:99216 Zip Code:99216
Country: US Country: US
Update Billing Contact Details( Only if the Billing Contact details are incorrect)
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DocuSign Envelope ID:4374857A-82F9-4C9F-87C6-3FD44B5617E7
Cvent Signatory Customer Signatory
Signatory represents that s/he is the authorized to bind the Supplier
entity listed above.
Name: Nick DeMarco Name: John Hohman
Title:Sales Executive,Hospitality Cloud-Unique Venues Title: City Manager - City of Spokane val 1 ey
Email: ndemarco@cvent.com Email:jhohman@spokanevalleywa.gov
Phone:+1 571-899-6471 Phone:509-688-0300
c—DDocuSignneed by:
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Signature: Signature: �_---
"-2E9C13185C07183...
Date Signed: 07-Jun-2024 Date Signed:
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DocuSign Envelope ID:4374857A-82F9-4C9F-87C6-3FD44B5617E7
SUPPLIER&VENUE SOLUTIONS TERMS OF USE
Last Updated:October 16,2023
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 subdo mains 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.
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 PH"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);
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(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 fmancial 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. If Cvent permits payment via credit or debit card,
Cvent may charge Customer a surcharge of three percent(3%)of each applicable invoice(except where prohibited by law),and Customer
hereby consents to such charge being made against the credit or debit card provided by Customer. Cvent may impose a special handling
charge of 3-5%if special invoicing requirements apply(such as EDI,third party systems such as Ariba,or other dedicated invoicing systems).
If Customer does not pay the fees or other charges when they are due,then a finance charge of one percent(1%)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(a,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)
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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 intemet 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;
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(ii) copy,record,extract,scrape,modify or make derivative works based upon the Products or Services;
(iii) "frame"or"mirror"the Products or Services on any other server or device;
(iv) access the Products or Services for any benchmarking or competitive purposes or use the Products or Services for
application service provider,timesharing or service bureau purposes,or any purpose other than its own internal use;
(v) decompile,disassemble,reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the
Products or Services;
(vi) remove,obscure or modify a copyright or other proprietary rights notice in the Products or Services;
(vii) use the Product or Service to send or store infringing, obscene, threatening, libelous or otherwise unlawful material,
including material that violates third-party privacy rights;
(viii) use the Product or Service to create,use,send,store or run material containing software viruses,worms,Trojan horses
or otherwise engage in any malicious act or disrupt the security,integrity or operation of the Products or Services;
(ix) attempt to gain or permit unauthorized access to the Products or Services or related systems or networks, including
conducting penetration testing,denial of service attacks or engaging in similar efforts;
(x) use the Products or Services other than in compliance with all applicable laws and regulations;
(xi) use the Products or Services in a manner or for a purpose that is deceptive or infringes,misappropriates or otherwise
violates the intellectual property rights of a third party;
(xii) use the Cvent Contents for any purpose other than in conjunction with the Products or Services as expressly provided for
in this Agreement or license, sublicense, sell, resell, transfer, rent, lease, assign, distribute, disclose, or otherwise
commercially exploit or make available to any third party the Cvent Contents;or
(xiii) knowingly permit or assist any other party(including any user)to do any of the foregoing.
5.3 Breach by Authorized User.Any failure by Customer's authorized user to comply with the Agreement is deemed to be a breach
by Customer,and Cvent will not be liable for any damages incurred by Customer or any third party resulting from such breach. Customer
will immediately notify Cvent and take all necessary steps to effect the termination of an access ID for any authorized user if there is any
compromise in the security of that access ID or if unauthorized use is suspected or has occurred. In addition,in the event of a breach of
Section 5.2(xii),upon request Customer shall immediately return all Cvent Contents,including those in the possession of third parties.
5.4 Customer Users. Customer is solely responsible for the actions of its employees and agents that use the Services on its behalf,
including without limitation to submit,accept,or reject requests for proposals("RFPs")and for related communications with other users of
the Services.Customer assumes all risk in dealing with other users of the Services and shall be responsible for all communication with each
other and if applicable,separately executing contracts with one another.Unless directly attributed to Cvent,any dispute regarding a Service,
or failure to provide agreed Service must be resolved directly between Customer and such third party.Cvent is not responsible for any breach
by either party of the terms of any transaction or associated transaction-related activities.
5.5 Server Location Acknowledgment.Customer acknowledges that Cvent has servers located in the United States and Europe only
and that the SaaS Solutions are not intended to be used in any countries that require an individual's personal data to remain on servers located
in another country(i.e.,the Russian Federation or The People's Republic of China).Without limiting the generality of the foregoing,the
Services provided hereunder are not intended for use by citizens of the Russian Federation who reside in Russia.Customer represents and
warrants that it will use the Service in compliance with all such applicable data privacy localization requirements. The Customer
acknowledges and agrees that any use of the Services by Customer within the People's Republic of China,including Hong Kong and Macau
(collectively,"China")carries certain inherent risks associated with government rules and regulations and business environment,including
but not limited to access (and interruption) to telecommunication or intemet 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.[Reserved.]
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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.
7.4.1 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 or Switzerland on behalf of Customer,then
the Parties agree to execute Cvent's data protection agreement located at https://www.cvent.com/en/data-privacy-
addendums.
7.4.2 If a SaaS Solution involves the processing of consumer personal information (as defined by the California
Consumer Privacy Act)of California residents on behalf of Customer,then the Parties agree to execute Cvent's
CCPA addendum also located at https://www.cvent.com/en/data-privacy-addendums.
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 PERMI Fl ED 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
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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.In no event shall Cvent be provided a list of individuals'personal data for its use for any commercial purpose beyond the
provision of Services to Customer.
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, or as otherwise compelled by law or
regulation. 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. 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)to allow the disclosing Party an opportunity to seek a court order to contest 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.
I
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 parry'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 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
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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 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 PERMI1TED 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.Except when the applicable Order Form provides otherwise,each Order Form will renew at the then applicable rates at
the end of its Subscription Term unless Customer provides timely notice of nonrenewal pursuant to 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. 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,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 OFAC and Bribery. Customer represents and warrants that it is not and will not allow the Service to be used by any entity
incorporated in or resident in a country subject to economic or trade sanctions by the U.S. State Department or Office of Foreign Assets
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Control("OFAC")or are listed as a"Specially Designated National,"a"Specially Designated Global Terrorist,"a"Blocked Person,"or
similar designation under the OFAC sanctions regime. Any breach of this Section is a material breach of the Agreement and Cvent may
immediately terminate the Agreement.You further warrant that you will not engage in any commercial bribery,kickback schemes,or other
forms of improper payments to any person,private or public,and agrees that you will not create or submit any false,inaccurate,or misleading
invoices or other business documents related to any use of the Services. You will permit,upon request,Cvent reasonable access to your
books and records and/or to conduct periodic or ad hoc audits,as Cvent deems necessary. Upon request,you agree to provide Cvent with a
written certification attesting your compliance with the foregoing anticorruption requirements.
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. As related to any disputes stemming from public records requests pursuant to chapter 42.56 RCW and the seeking
of an injunction to prevent the disclosure of documents thereunder, this Agreement is governed by the laws of the State of Washington
without giving effect to its conflict of law provisions. Further,related to any litigation commenced pursuant to chapter 42.56 RCW,the
Parties hereby submit to the exclusive jurisdiction of the state court located in Washington State and the agree that venue shall be proper in
the Spokane County Superior Court for the State of Washington. Otherwise,this Agreement is governed by the laws of the State of New
York 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 New York,New York for any lawsuit,action or proceeding arising out of or related to the Agreement.For purposes of
establishing jurisdiction in New York 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
leealtli cvent.com
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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.
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.
Attachments:
Exhibit A—Product Exhibits
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Exhibit A
PRODUCT EXHIBITS
Additional Terms and Conditions for
CSN Advertising,Cvent SpeedRFP Advertising and Wedding Spot Advertising
Last Updated:October 9,2023
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 SpeedRFP Advertising 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.
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,"Intemational"**)***
Feature Basic Half Diamond 1 Diamond 2 Diamond 3 Diamond 4 Diamond
Inventory Unlimited Unlimited Unlimited Unlimited Limited Limited
Key Details in J J J J J J
Overview
Industry Ratings
Amenities J J J 4 J J
Key Stats for
Meeting Space
Meeting Room J J J J J J
Capacity Chart
Key Stats for Guest 4 J J J J J
Rooms
Venue Location on J J J J J J
Map
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Distance from 4 4 ✓ ✓ ✓ ✓
Airport
Parking Info&Costs ✓ 4 4 ✓ 4 4
Cancellation Policy 4 4 4 4 4 4
Additional 4 4 ✓ 4 4 4
Information
Award Information 4 4 4 4 4 4
Virtual Tour 4 ✓ 4 4 4 4
Image on Search 4 4 4 4 4 4
Results("Main
Image")
Image on DG 4 4 4 4 4 4
("Listing Image")
Quick View 4 4 4 4 4 4
Description("Listing
Description")
Search Ranking None Least More than Half More than 1 More than 2 Most
Enhancement Diamond Diamond Diamond
Image Gallery(Qty) 0 5 10 15 30 50
Hero Image X ✓ ✓ 4 4 4
Guest Room Image X 4 ✓ ✓ 4 4
Gallery
Local Attractions X 4 ✓ 4 ✓ 4
Profile Description X 4 4 4 ✓ ✓
Floor Plans X X 4 4 4 4
Menus X X 4 4 4 4
Need Dates X X ✓ ✓ ✓ 4
Seasonality X X 4 4 ✓ 4
Social Media Links X X 4 4 ✓ ✓
Additional Materials X X 4 ✓ 4 4
(Document Library)
DocuSign Envelope ID:4374857A-82F9-4C9F-87C6-3FD44B5617E7
Images on Meeting X X X
Room Capacity Chart
Meeting Room Drill- X X X J J J
in Pages
Promotions X X X '/ '/ •/
Getting Here X X X J J J
Additional display X X X X J 4
ads on search results
Professional RFP Available Available Included Included Included Included
Management License
Property Users
North America* 1 1 1 2 3 5
International** 1 1 1 1 2 2
***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 parry'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.
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4.Paid Advertisements in CSN Advertising and Cvent SpeedRFP
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:
Number of Room Nights Number of REP Unit(s)
0-75 1
76—150 2
151—300 3
301-1,000 4
1,001+ 5
(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.
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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`s day of the preceding month and(ii)Supplier Content which is to be posted to the Cvent Blog on
the 15`"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 SpeedRFP
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.This section shall not be deemed to prevent disclosure of Reports and data therein
when required by chapter 42.56 RCW. Supplier agrees to provide notice to Cvent upon receiving a request for such information so as to provide
Cvent an opportunity to seek a court order preventing the disclosure. For the purposes of any litigation related to chapter 42.56 RCW,the Supplier
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and Cvent agree that the laws of the State of Washington apply and that jurisdiction is exclusively in state court in Spokane County,Washington,
with venue in the Spokane County Superior Court.
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. 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
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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.weddine-spot.coni'privacv/.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.
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.
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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.
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Additional Terms and Conditions for Cvent Transient Services
Last Updated:September 14,2023
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.
RATE AUDIT
Rate Audit(as defined below)shall be performed on up to any of the following GDS(available are:Abacus,Amadeus,Apollo or Galileo,Sabre,and
Worldspan)to ensure integrity of the rate loading of Customer's rates for up to the number of hotels in Customer's preferred hotel program as listed in the
Order Form for 3 Audit Jobs(as defined below)for each annual period.
Definition of an"Audit": An"Audit"is described as:(i)a single PSEUDO CITY CODE,(ii)a single HOTEL,(iii)a single DATE,and(iv)a single
RATE ACCESS CODE.[Note:A PSEUDO CITY CODE can also be referred to as an Office ID or SID]
Customer must provide,and agrees to provide,to Cvent the authority to perform Audits on its behalf by allowing access into Customer's Master PSEUDO
CITY CODES in each of the applicable GDS.
In the event that Customer is unable to provide Cvent access to utilize Customer's Master PSEUDO CITY CODES when performing Audits,Customer
has the option to utilize Cvent's Master PSEUDO CITY CODES in each GDS.Should Customer select this option,Customer understands and agrees that
Cvent's access is only valid and accurate if EACH AND EVERY hotel chain being audited attaches Cvent's PSEUDO CITY CODES to all of the
negotiated rate access codes.IF,Cvent's PSEUDO CITY CODES are not attached by the hotel companies then the Audit results will be inaccurate for
which Cvent will not be responsible for any such inaccuracies.
Definition of an"Audit Job": An"Audit Job"shall be defined as the initiation and completion of the processing of a single file containing one or more
Audits.
Activities Included In the Annual License Fee
• For each annual period,Audits shall be performed in the GDS as elected by Customer,available are:
- Abacus
- Amadeus
- Apollo or Galileo
- Sabre
- Worldspan
• For each annual period,Rate Audit report will:
- 3 Audit Jobs in GDSs as elected by Customer.
>Any Audit in excess of the Annual License Metric Volume,as more fully described on the Order Form will be subject to additional annual
fees as Cvent's current rate.
• Customer shall be provided access to Cvent's Rate Audit GUI interface to review audit results.
• Customer shall be responsible for any and all applicable GDS transaction fees and will be billed in arrears by Cvent.
• For each annual period,Cvent will initiate the first full-program audit per Customer request. Cvent shall then utilize the GUI interface to perform up to:
follow-up audits per program for failed properties identified in previous audits.
• Beginning with the 4th Audit,per program,additional fees shall apply as set forth below.
• "AUDITS"PERFORMED IN EXCESS OF THE PARAMETERS SET FORTH IN THIS EXHIBIT A SHALL BE INVOICED BY CVENT,
MONTHLY,IN ARREARS ATTHE OVERAGE FEE LISTED IN THE ORDER FORM,PER PROPERTY.
• ADDITIONAL AUDIT AND SET-UP FEES SHALL APPLY IF CUSTOMER ADDS ANY ADDITIONAL PCCS OR GDS TO BE AUDITED
DURING THE TERMS SET FORTH IN THIS AGREEMENT.
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.
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Additional Terms and Conditions for
Cvent Event Diagraming,Interactive Floor Plans and Photorealistic 3D
Last Updated:January 2023
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 for the Customer during the term of this Agreement.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
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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.
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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:
I. 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:
a. 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.
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b. 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:
Standard Designation Version(s)
Operating System Microsoft Windows 2007/XP/Vista/Server 2003
Browser Microsoft Internet Explorer V 9.0 or higher
ESR31(Firefox33)or higher
Mozilla Firefox
Software Microsoft Office Professional 97-SR2/2000-SP3/XP-SP 2
Java Runtime(required for Sun's Java Runtime Environment Version 1.4.2
Java map setup) plug-in,JRE
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.
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Additional Terms and Conditions for
Hotel Website Solutions
Last Updated:January 2023
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"),White Label RFP 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 tight 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
Plattbrm 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.
5. 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.
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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 attomeys'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.
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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.
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Additional Terms and Conditions for Cvent Instant Book
Last Updated: October 16,2023
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.
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.
Customer Obligations:
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.
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.
Transaction Fees
• "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.
• "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.
• "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.
• "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:
Non-Commissionable Bookings of Hotel Guest Rooms Percentage identified on the Order Form.If no percentage is identified on the
and Meeting Space Order Form,then 8.5%to be invoiced to Customer
Commissionable Bookings No fee invoiced to Customer.A fee calculated based on per Hotel Guest Room
Night to be invoiced to Buyer by Cvent
All fees payable by Customer shall be paid within thirty(30)days after the invoice date.
Supported Systems:
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.
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.
Privacy and Disclaimers
DocuSign Envelope ID:4374857A-82F9-4C9F-87C6-3FD44B5617E7
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.