Terms of Use

CrowdCompass Mobile Event Solution Terms of Use IMPORTANT – READ CAREFULLY

Last updated: February 5, 2013.

This document (these "Terms of Use" or "Terms") sets forth terms and conditions under which Cvent, Inc. d/b/a CrowdCompass ("Cvent") provides you ("Customer", "You", "Your") a license to access and use Cvent’s mobile application-based event management solution ("Mobile Event Solution") which is comprised principally of the web-based content management portal at www.crowdcompass.com ("EventCenter") for input of data and other content by You and a mobile application component (the "Software"), a specific instance of which may be customized by You for a specific event or events and made available for download and use by Your customers and others attending the event.

Cvent, pursuant to these Terms, shall provide You with the Mobile Event Solution, including at least one platform version of the CrowdCompass mobile application for events and access to the EventCenter for management of Your event data and distribution of that data to the mobile application for events.

1. ORDER FORM

These Terms are incorporated by reference into each Order Form executed by Customer and Cvent (each "Order Form"), pursuant to which the Customer receives the right to access and use the Mobile Event Solution, including the EventCenter and the Software, as upgraded from time to time. These Terms and the Order Form together comprise a binding written agreement between Customer and Cvent, effective as of the date of mutual execution of the Order Form by Cvent and Customer (the "Agreement"). Cvent may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms at http://www.crowdcompass.com/pdf/crowdcompass-terms-of-use.pdf where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with You.

2. TERM

The term of this Agreement ("Term") shall be the period set forth on the applicable Order Form.

3. SERVICE

3.1 Access. Upon Your acceptance of this Agreement, Cvent will provide You with login access to the EventCenter for the term of the Agreement. Access to the EventCenter includes entering and updating content for Your event, pushing notifications to, and aggregating usage metrics from the mobile application for Your event.

3.2 Customer Content; Mobile Platform Requirements.

a. Content. All event data, materials and content ("Content") required for the Software to operate properly must be supplied by You through the EventCenter. Failure to provide all Content required for successful operation of the Software does not invalidate this agreement or Your obligation to pay for the Mobile Event Solution. Cvent will provide You with documents and templates listing the type and format of the information needed to upload Content into the Event Center. You represent and warrant that all Content is correct and current and that provision and/or use of such Content hereunder shall not violate or infringe the intellectual property, privacy or publicity rights of any third party, and that all placements of Content have been approved for Cvent’s use. You shall defend, indemnify and hold Cvent harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Cvent or which are agreed by Cvent to be paid by way of settlement or compromise, arising out of any breach of the foregoing representation and warranty or any violation of applicable law by You. You grant Cvent a limited, non-exclusive right to use the Content (including copyright, trademark, patent, publicity or other rights) for Cvent to provide the Mobile Event Solution.

b. Mobile Platforms. Use of the Software to deploy a mobile application for Your event will be subject to approval rules and procedures established by the third parties that operate and control the applicable online marketplaces for mobile device applications (collectively, the "Mobile Marketplaces"), including Apple and Google. You acknowledge and agree that (i) You, Your employees and any agents acting on Your behalf shall abide at all times by such approval rules and procedures and any changes thereto; (ii) Cvent has no control over such approval rules and procedures, and cannot be responsible for ensuring performance or availability of any Mobile Marketplace; and (iii) Cvent is not liable for any delays in the delivery or deployment of Your mobile applications caused by changes to, or Your failure to adhere strictly to, any such approval rules or procedures. Without limiting the generality of the foregoing, you agree (i) not to use Your mobile applications for the purpose of sending unsolicited messages to end users or for the purpose of phishing or spamming, including, but not limited to, engaging in any types of activities that violate anti-spamming laws and regulations, or that are otherwise improper, inappropriate or illegal; and (ii) not to make use of push notifications in a manner which is excessive, as may be determined by the applicable Mobile Marketplace.

c. Build Process and Minimum Timelines. You will be assigned a Project Manager shortly after submission of Your signed Order Form. If the Order Form spans multiple mobile applications, You shall be responsible for notifying Your Project Manager of each mobile application at least one hundred and twenty (120) days prior to the desired launch date for such mobile application in order to ensure timely delivery. The Project Manager will collaborate with You to schedule delivery dates for You to provide event information, graphics and other Content for configuring the Software for Your event (the "Delivery Schedule"). Cvent is not responsible for delays resulting from any failure by You to comply with the agreed upon Delivery Schedule. Once initial graphics and other Content are provided, You agree that the Project Manager will be given a reasonable period of time (typically 5-15 business days, but possibly longer for complex events) to build a demo version of the mobile application for Your event. Thereafter You will have an opportunity to review and make changes prior to submission of the mobile application to the applicable Mobile Marketplaces. Cvent allows up to two (2) rounds of complimentary changes. The complimentary rounds of changes are available only until your mobile application is submitted to the applicable Mobile Marketplaces. If you require additional rounds, or changes after submission to a Mobile Marketplace, an hourly charge of $150/hour may apply. A timely release of Your mobile application requires that all Content be submitted and approved for submission to the Mobile Marketplaces no later than 14 days prior to Your agreed upon mobile application launch date. EventCenter shall continue to be available to You to add and modify Content before, during and after publication.

3.3 Upgrades. During the term of this agreement, if Cvent upgrades the version of the Software or EventCenter You are using under this Agreement, You will not be charged an upgrade fee. Should Cvent offer additional optional software modules in the future that complement the Software or EventCenter, You may elect to purchase the optional software modules for an additional fee

3.4 Additional Graphics. Cvent provides optional graphics arts services ("Additional Graphics") which may be used by You to supplement the Content including to create splash screen, icons, banners, and background, at a rate of $750.00 per event application.

3.5 Smartphone and Tablet Devices Supported. Devices currently supported and available with a native, compiled app include iOS 4.0 and above for iPhone, and iPod Touch iOS 4.0 for optimized app for iPad and Android OS 2.1 and above for Android phones and Android tablets. Submission is made to Apple iTunes / App Store and Android Market only. CrowdCompass also provides a web application version of the mobile application that can be accessed from any mobile device, including BlackBerry devices, or a regular computer with a good Internet connection and a compatible browser. Some features may not be available on all supported devices or the web application version.

3.6 Mobile Event Solution Features. Mobile Event Solution features include an event schedule, exhibitor list, speaker list, maps, networking opportunities, exhibitor and sponsor advertising opportunities, integration with social media platforms, and access to the Portal to manage Content and run metrics on mobile application usage. Optional features, including Click photo scavenger hunt, integration with third party databases, additional languages and advanced session surveys, are available if specified on the applicable Order Form.

4. SUPPORT

During the term of this Agreement, Cvent agrees to provide You with email and telephone access to our CrowdCompass Mobile Support Center during our standard support hours of Monday – Friday, 6:00 AM – 6:00 PM (Pacific Time) except for holidays which are federal or national banking holidays. If You have more than one EventCenter login, You agree to appoint an Authorized Support Contact who will contact the CrowdCompass Mobile Support Team directly on behalf of Your other EventCenter users. One hundred and twenty (120) days after Your event, the mobile application(s) for such event shall be removed from their respective stores and Mobile Marketplaces, and Cvent shall retain no obligation to update such mobile application(s).

5. PRIVACY

5.1 Ownership of Your Data. Cvent considers Your data that You input and host on the EventCenter website to be Your personal property. As a policy, we do not examine any of Your data except at Your request and only for the purposes of providing You with technical support. Cvent will not use Your data for Cvent’s benefit or the benefit of a third party, or for any reason other than providing software and services as contemplated hereunder. Notwithstanding the foregoing, information related to the use of the Software by Your customers and others (usage statistics) will remain the property of Cvent for its own use as it sees fit.

5.2 Analysis. Cvent reserves the right to perform statistical analysis of all of our web sites and our hosting systems. We do this to measure the effectiveness of our web sites, to optimize website performance, to analyze users and usage and to ensure license compliance.

5.3 Highly Sensitive Personal Information. Notwithstanding any provision to the contrary in this Agreement, Customer acknowledges and agrees that use of the Mobile Event Solution to transmit, process or store Highly Sensitive Personal Information (as defined below) is unnecessary for use of the Mobile Event Solution and therefore Customer shall be solely responsible for any such use of the Mobile Event Solution by Customer or its employees, agents, subcontractors or clients, and Cvent shall bear no risk or liability for same. "Highly Sensitive Personal Information" shall be defined as (a) social security numbers; (b) passport numbers or other government issued id numbers, date of birth and/or gender, except solely to the extent required by applicable regulations of the Department of Homeland Security or other government regulatory body; (c) health or medical information (other than food allergies or medical contact information); (d) financial account information; and (e) other information which a reasonable person would recognize as being highly sensitive (but excluding, for avoidance of doubt, contact information such as name, mailing address, email address, and phone number).

6. PRICING AND PAYMENT

The pricing and payment terms for the Mobile Event Solution are as set forth in the applicable Order Form signed by You and Cvent. All payment is due within 30 days of receipt of invoice. 100% of all due payments must be received before submission of Your mobile application(s) to their respective stores and Mobile Marketplaces can commence.

7. LICENSE GRANT

7.1 License. Subject to Your acceptance and continuing adherence to these Terms, Cvent grants You a non-exclusive and non-transferable license to access and use the Mobile Event Solution during the term hereof solely for the purpose of configuring and deploying a mobile application for Your event(s). Except for the foregoing license, no other rights to any component of the Mobile Event Solution are granted hereunder.

7.2 No Title. This license confers no title or ownership in the Mobile Event Solution or any component thereof. This license is not a sale of any rights in the Mobile Event Solution including any instances of the Software contained in the mobile applications published for Your event(s). The Mobile Event Solution is owned by Cvent and You must treat it like any other copyrighted material.

7.3 Components. The Software contains client software components for mobile devices. You may commission distribution of one platform version of the Software for each license that You have purchased from Cvent. Additional licenses are available for an additional fee.

7.4 Modifications. The Software requires modification to suit Your event needs. All modifications must be performed by Cvent or contractors or consultants contracted by Cvent. All modifications will be defined in a CrowdCompass Mobile Event Solution Order Form.

7.5 No Subsidiaries. This Agreement is for Use on behalf of a single company or organization. You may not use this software on behalf of multiple companies or organizations. Supplemental subsidiary licenses are available for an additional fee.

7.6 No De-compilation. You may not copy or modify the Software, reverse engineer it or disassemble/de-compile the Software.

7.7 Not for Resale. You agree that You will not use the Software or any component of the Mobile Event Solution for hire on behalf of another individual or organization or in any other resale capacity.

7.8 No Source Code. You will not receive or have access or license to any source code for the Software.

8. WARRANTY OF TITLE

Cvent hereby represents and warrants to You that Cvent is the owner of the Software and other components of the Mobile Event Solution Package being provided to You or otherwise has the right to grant to You the rights set forth in this Agreement. As Your sole remedy, in the event of any breach or threatened breach of the foregoing representation and warranty, Cvent shall, at its option, either: (i) procure, at Cvent’s expense, the right for You to use the Software, (ii) replace the Software or any part thereof that is in breach with Software of comparable functionality that does not cause any breach, or (iii) refund to You the full amount of any fees paid by You to Cvent.

9. TIMELY PAYMENT

9.1 Except as otherwise agreed in writing and signed by an authorized officer of both parties, all payments due to Cvent shall be due and payable in full within thirty (30) days of receipt by You of a proper invoice.

9.2 All past due payments will accrue interest due at a rate of two percent (2%) per month on the unpaid balance from the due date until paid in full, unless the applicable maximum rate chargeable is less, in which case that rate shall apply.

9.3 Cvent may, at its option, elect to terminate this Agreement and restrict Your access to the EventCenter and availability of the Software for failure to pay any fees associated with this Agreement that are past due by more than sixty (60) days.

10. TERMINATION

Either party may elect to terminate this agreement upon written notice to the other party of a breach of obligations by that party regarding this Agreement unless the breach is cured within thirty (30) days after such notice. All disclaimers of warranties and limitations of liability shall survive any termination of this Agreement. You may terminate this Agreement upon ninety (90) days prior written notice; however, You will not be entitled to a refund of any sums paid to Cvent and all fees specified on any Order Form shall continue to be payable pursuant to the terms thereof.

Your License to use the EventCenter and Software will continue so long as You remain in compliance with the Agreement. Upon termination, You shall cease using the Software and any other components of the Mobile Event Solution and shall destroy all copies of the same in any form.

11. APPLICABLE LAW

This Agreement is governed by and will be construed in accordance with the laws of the Commonwealth of Virginia. The federal and state courts encompassing Arlington, Virginia shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement, and You expressly consent to (i) the personal jurisdiction of such courts, and (ii) service of process being effected upon You by registered mail.

12. CVENT LIMITED WARRANTY STATEMENT

12.1 Cvent warrants to You that for a period of thirty (30) days prior to the event and one hundred and twenty (120) days following the event, the Mobile Event Solution will perform substantially in accordance with the product documentation furnished to You.

12.2 If Cvent receives notice of non-performance as stated in Section 12.1 during the warranty period, Cvent will, at its option, either repair or replace the Software or other element that prove to be defective. If Cvent is unable, within thirty (30) days, to correct a defect that You have notified Cvent of during the warranty period, as Your sole remedy for Cvent’s breach of warranty You will be entitled to terminate this agreement upon written notice and obtain a full refund of any fees associated with the defective Software. After the warranty period, You will still be able to terminate this Agreement if Cvent is unable to correct the defect within ninety (90) days of notice and will be entitled to a pro-rata refund representing the unused portion of the current annual fee associated with the defective Software.

12.3 The warranty set forth in this Article 12 does not apply to defects resulting from improper or inadequate installation, maintenance or configuration of the Software or EventCenter performed by non-Cvent employees unless such non-Cvent employees were retained as contractors or consultants by Cvent.

12.4 EXCEPT AS SET FORTH IN THIS ARTICLE 12 THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED EXTENDED TO YOU. ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS LIMITED TO THE EXPRESS WARRANTY SET FORTH ABOVE IN ARTICLES 12.1 AND 12.2.

12.5 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MOBILE EVENT SOLUTION, THE EVENTCENTER OR THE SOFTWARE OR FOR ANY OTHER CAUSE OR CLAIM ARISING UNDER THIS AGREEMENT OR ANY ORDER FORM, EVEN IF CVENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, CVENT’S ENTIRE LIABILITY UNDER ANY AND ALL PROVISIONS OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR USE OF THE SOFTWARE.

13. ASSIGNMENT

Either party may assign the Agreement to any entity which has or maintains a controlling interest of 51% or more providing the assignee agrees to abide by the terms of the Agreement. An assignment shall not relieve the assignor of liability hereunder unless consented to by the other party, which consent will not be unreasonably withheld. Notwithstanding, neither party may assign the Agreement to a direct competitor of the other party.

14. ENTIRE AGREEMENT; COUNTERPARTS

14.1 This Agreement supersedes any prior oral or written statements, agreements, or representations and can be changed only by an amendment designated as such and signed by an authorized officer of both parties. Any additional or conflicting terms contained in any Customer purchase order, proposal or other document shall be deemed to be rejected by Cvent without need of further notice of objection, even if such document is acknowledged or accepted by Cvent, and regardless of any statement to the contrary which may be contained therein, and shall be of no effect or in any way binding on Cvent. This Agreement may be signed in multiple counterparts, and each shall be deemed an original.

14.2 In the event that one or more of the provisions of this Agreement shall be found illegal or unenforceable, then such provisions shall be deemed struck and other provisions of this Agreement shall remain in full force and effect.

15. FORCE MAJEURE

Neither party shall be declared in default by reason of any failure to comply with the terms of this Agreement, if such failure is due to ‘acts of God’, acts of government, fires, floods, epidemics, unavailability of materials, unavailability of third party communications facilities or services, unavailability of utilities or any cause or condition beyond their control, whether foreseeable or not.