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<br />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,
<br />any Customer Data. Notwithstanding any such deletion, Cvent may retain archival copies of Customer Data on backup media for a reasonable
<br />period of time not to exceed two (2) years following expiration or termination of any Ordering Document.
<br />14 MISCELLANEOUS
<br />14.1 Force Majeure. A Party will be temporarily excused from performance under an Ordering Document for any period of time that
<br />the Party is prevented from performing its obligations hereunder as a result of an act of God, criminal acts, distributed denial of service
<br />attacks, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, war, utility or communication failures, or
<br />other cause beyond the Party’s reasonable control. Both Parties will use reasonable efforts to mitigate the effect of a force majeure event.
<br />14.2 Trade Compliance. Customer represents and warrants that: (i) it will comply with all applicable import, export, economic
<br />sanctions, money laundering and anti-boycott laws and regulations, (ii) none of it, its subsidiaries, and their respective directors, officers,
<br />and, to the Customer’s knowledge, employees, agents, and representatives, nor any financial institution used to pay Cvent under this
<br />Agreement, are a subject or target of any economic or financial sanctions or trade embargoes imposed, administered, or enforced from time
<br />to time by the United States Government (including those administered by the Office of Foreign Assets Control of the U.S. Department of
<br />the Treasury (“OFAC”), U.S. Department of Commerce, or the U.S. Department of State), the United Nations, the European Union, or any
<br />other applicable governmental bodies or agencies (“Sanctions”), including but not limited to by being a person that is (A) listed on any
<br />Sanctions-related list issued by any Sanctions Authority, (B) operating, resident, or located in any country, region, or territory which is itself
<br />the subject or target of any comprehensive Sanctions (currently, the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk
<br />People’s Republic regions of Ukraine, Cuba, Iran, North Korea, and Syria) (“Sanctioned Countries”), (C) owned or controlled by, or acting
<br />on behalf of, any such person or persons described in the forgoing clauses (A) or (B) (any person or entity described in this clause (ii),
<br />“Sanctioned Persons”), (iii) it will not provide a Service to any Sanctioned Person or in or with any Sanctioned Country or otherwise engage
<br />in any activity in connection with the Services or this Agreement that would result in the violation of any Sanctions applicable to any party
<br />hereto, and (iv) it has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the
<br />Customer, its subsidiaries, and their respective directors, officers, employees, agents, and representatives with Sanctions. Any breach of this
<br />Section is a material breach of this Agreement and Cvent may immediately terminate this Agreement for breach upon notice. Customer shall
<br />not be entitled to any refund or credit based on Fees paid hereunder prior to such termination.
<br />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
<br />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.
<br />14.4 Headings. The headings used in this Agreement are for reference only and do not define, limit, or otherwise affect the meaning of
<br />any provisions hereof.
<br />14.5 Severability. If any provision of the Agreement is or becomes invalid by a court of competent jurisdiction or is deemed
<br />unenforceable under applicable law, it is the intention of the Parties that the remainder of the Agreement will not be affected. The Parties
<br />covenant and agree to renegotiate any affected provision in good faith to provide a reasonably acceptable alternative provision with the intent
<br />of preserving the basic purpose and economics of the Agreement within 45 days of such determination.
<br />14.6 Assignment. Except for assignment to a Party’s affiliate (any entity which directly or indirectly controls, is controlled by, or is
<br />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
<br />competitor of the other Party, neither Party may assign or otherwise transfer any right or obligation set forth under the Agreement without
<br />the other Party’s prior written consent, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Cvent may subcontract
<br />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.
<br />14.7 Relationship of the Parties. Each Party is an independent contractor in the performance of the Agreement and is solely responsible
<br />for all of its employees and agents and its labor costs and expenses arising in connection with the Agreement.
<br />14.8 Non-Exclusivity. Subject to Cvent’s confidentiality obligations under this Agreement, nothing herein prevents or limits Cvent’s
<br />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
<br />in other projects, including a competitor of Customer, whether or not similar to the Developed Materials.
<br />14.9.1 Governing Law. The Agreement is governed by the laws of the Commonwealth of Virginia without giving effect to its conflict of
<br />law provisions. The Parties hereby submit to the exclusive jurisdiction of the state or federal courts located in Fairfax County, Virginia or the
<br />United States District Court for the Eastern District of Virginia for any lawsuit, action or proceeding arising out of or related to the Agreement.
<br />For purposes of establishing jurisdiction in Virginia under the Agreement, each Party hereby irrevocably and unconditionally waives, to the
<br />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
<br />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
<br />Computer Information Transactions Act does not apply to the Agreement or orders placed under it.
<br />
<br />14.9 Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
<br />PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.
<br />14.10 Entire Agreement. The Agreement contains the entire agreement of the Parties with respect to its subject matter and supersedes
<br />all prior agreements on the same subject matter and will govern all disclosures and exchanges of Confidential Information made by the Parties
<br />previously hereto. The Agreement may not be modified except by a writing signed by Cvent and Customer. All pre-printed or standard terms
<br />of any Customer purchase order or other business processing document are hereby rejected and will have no force or effect. The language of
<br />the Agreement is English, and only the English-language version may be used to represent the Agreement’s terms.
<br />Docusign Envelope ID: 6A684DF1-FB78-4C74-92A8-1B8FE29FD949
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