2025-371-E-Economic Dev-CVENT-Destination Marketing Platform

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Page 7 of 10 11.2 Procedures. The Party seeking indemnity under this Section 11 (the “Indemnified Party”) must: (a) notify the other Party (the “Indemnifying Party”) promptly in writing of the Claim, specifying the nature of the Claim and such relief as is sought therein; (b) tender to the Indemnifying Party sole control of the defense or settlement of the Claim at the Indemnifying Party’s expense, provided, however, the Indemnifying Party may not settle a Claim in a manner that would have an adverse impact on the business of the Indemnified Party without receiving the prior written consent of the Indemnified Party; and (c) cooperate and, at the Indemnifying Party’s expense, assist in the defense of the Claim. The Indemnified Party may participate at its own expense in any Claim or related settlement negotiations using counsel of its own choice. 12 LIMITATION OF LIABILITY 12.1 LIMITATIONS OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY’S TOTAL AND AGGREGATED LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE ORDERING DOCUMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO (A) PHYSICAL INJURY; (B) A PARTY’S FRAUD OR WILLFUL MISCONDUCT; (C) CUSTOMER’S OBLIGATION TO PAY FEES OWED UNDER THE AGREEMENT; OR (D) A PARTY’S INDEMNIFICATION OBLIGATIONS RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT AS SET FORTH UNDER SECTION 11 OF THE AGREEMENT. THESE LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES, AND WILL SURVIVE AND APPLY TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW. 12.2 EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE CAUSE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. 12.3 ACKNOWLEDGEMENT. THE FEES CHARGED UNDER THE AGREEMENT REFLECT THE OVERALL ALLOCATION OF RISK BETWEEN THE PARTIES, INCLUDING BY MEANS OF THE LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES DESCRIBED IN THE AGREEMENT. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND A MODIFICATION OF THESE PROVISIONS WOULD AFFECT SUBSTANTIALLY THE FEES CHARGED. IN CONSIDERATION OF THESE FEES, THE PARETIES AGREE TO THIS ALLOCATION OF RISK AND TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICALBE LAW AND HEREBY WAIVES ANY RIGHT, THROUGH EQUITABLE RELIEF OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION OF ARTICLE 12 OR ALLOCATION OF RISK. 13 TERM AND TERMINATION 13.1 Term. Unless this Terms of Use is earlier terminated in accordance with Section 13.3, this Terms of Use commences on the Effective Date and continues until the later to occur of: (i) the fifth anniversary of the Effective Date, or (ii) the expiration of the Subscription Term or Services in the last outstanding Ordering Document (“Term”). If the Subscription Term of an Order Form is for multiple years, unless otherwise set forth in the Order Form, the annual fees are due in advance in each year of the Order Form. 13.2 Renewal. An Order Form will renew automatically at the end of its Subscription Term if specified thereon, subject to Customer’s provision of timely notice of nonrenewal as specified in the applicable Order Form. If an Order Form specifies a certain Usage Metrics annually, then this limitation pertains to each term year of the Subscription Term. 13.3 Termination. Either Party may terminate an applicable Ordering Document immediately upon written notice at any time if: (i) the other Party commits a non-remediable material breach of the Ordering Document, or if the other Party fails to cure any remediable material breach or, if not curable within 30 days, provide a written plan of cure acceptable to the non-breaching Party within 30 days of being notified in writing of the breach; (ii) the other Party ceases business operations; or (iii) the other Party becomes insolvent, generally stops paying its debts as they become due or becomes the subject of an insolvency or bankruptcy proceeding. Termination of the Agreement or an Ordering Document by either Party will not limit a Party from pursuing any other remedies available to it, including injunctive relief. Unless the Parties agree to otherwise in writing, termination will not release Customer from its obligation to pay all fees that Customer has agreed to pay under the Agreement. If Cvent terminates the Agreement for Customer’s non-payment, Customer agrees to pay to Cvent the remaining value of the Ordering Document for all remaining years. Customer acknowledges this as liquidated damages reflecting a reasonable measure of actual damages and not a penalty. Ordering Documents that are not terminated will continue in full force and effect under the terms of the Agreement. 13.4 Suspension. Cvent may immediately restrict or suspend access to the Services if Cvent becomes aware of, or reasonably suspects, any breach of the Agreement by Customer or its authorized users that may violate applicable laws, cause damage to Cvent or negatively affect Cvent’s other customers. Cvent may remove any violating Customer Data posted or transmitted through a SaaS Solution. Cvent will act in good faith and use reasonable efforts to notify Customer via phone or email before initiating suspending or restricting any Service. Customer is still responsible for full payment of the Ordering Document even if access to the Services is suspended or terminated for any breach of the Agreement. 13.5 Return of Data. Upon Customer’s written request made within 30 days after the effective date of expiration or termination of the Agreement, Cvent will, provided Customer is not in breach of any of its obligations with Cvent, make available to Customer for download a Docusign Envelope ID: 6A684DF1-FB78-4C74-92A8-1B8FE29FD949