Orange County NC Website
Page 2 of 10 <br />government-issued identification numbers; (iii) health or medical information (other than dietary preferences or medical contact information); <br />(iv) date of birth; (v) financial account numbers, credit card numbers, debit card numbers, financial access codes, financial passwords or <br />other financial information that would permit access to an individual’s financial account other than payment information entered using <br />Cvent’s online payments module; or (vi) other information that a reasonable person would recognize as being highly sensitive. For clarity, <br />Protected Information does not include business card type information such as name, title, company name, mailing address, email address, <br />and phone number. <br />“SaaS Solution” means Cvent’s software as a service and other software related services (including applications and advertising <br />platforms) identified in the Order Form and associated Support Services. <br />“Services” means the SaaS Solutions, Professional Services and associated Products. <br />“SOW” means statements of work or similar orders that describe Professional Services to be performed by Cvent for Customer. <br />“Subscription Term” means the time period identified in the Order Form during which Customer is subscribed to the SaaS <br />Solution. <br />“Support Services” is defined in Section 6.1. <br />“Usage Metrics” means a metric limitation on the usage of a SaaS Solution or Product specified in the applicable Order Form, <br />including number of users, number of properties and outputted reports. <br />“Viruses” means programs, subroutines, code, instructions, data or functions (including viruses, worms, date bombs, time bombs, <br />shut-down devices, keys or authorization codes) that are expressly intended to damage, interrupt, interfere with or hinder the operation of <br />any software or data on Customer’s equipment configuration or other equipment or system that the equipment configuration or SaaS Solutions <br />are capable of communicating. For clarity, Viruses does not include software or technology used by Cvent to disable access to or use of the <br />SaaS Solution automatically with the passage of time or under the positive control of Cvent pursuant to this Agreement. <br />2 PURPOSE AND SCOPE <br />2.1 Purpose. This Terms of Use establishes the general terms and conditions for Cvent’s provision of the Services to Customer. <br />Additional terms for the subscription or use of a specific Service are in the applicable exhibits (each a “Product Exhibit”) available at <br />https://www.cvent.com/en/product-exhibits-supplier-venue-solutions. Each Product Exhibit is only applicable for the identified Service and <br />only if used by Customer. <br />2.2 Additional Order Forms. During the Term (defined below), Customer may purchase additional Services or otherwise expand the <br />scope of Services by entering into and executing a mutually agreed to Ordering Document specifying the foregoing details. <br />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 <br />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 <br />Ordering Document or Product Exhibit specifically intend to supersede a specific portion of this Terms of Use. <br />3 FEES, TAXES & PAYMENTS <br />3.1 General. Customer will pay the fees specified in the applicable Ordering Document within 30 days after the invoice date. All <br />payments must be by check, wire or ACH unless the Parties agree otherwise in writing. Except where prohibited by law, payments permitted <br />by Cvent via credit or debit card may be subject to additional processing fees per the requirements of the credit card issuer, merchant acquiring <br />bank, or other entity involved in the processing of payments. The exact fee will be specified to Customer at the time of the relevant transaction <br />and may be paid either to Cvent or its payment services provider; Customer hereby consents to such charge being made against the credit or <br />debit card provided by Customer. Additionally, Cvent may impose a special handling charge of 3-5% if Customer enforces special invoicing <br />requirements (such as EDI, third party systems such as Ariba, or other dedicated invoicing systems). If Customer does not pay the fees or <br />other charges when they are due, then a finance charge of two percent (2%) per month or the maximum rate allowed by law will be assessed. <br />3.2 Currency and Taxes. Fees are in the currency designated in the Ordering Document and exclude taxes. Customer is responsible <br />for payment of all applicable sales, use, value added taxes imposed by a federal, state, local or other government or regulatory entity for any <br />amounts paid by Customer under the Agreement. <br />3.3 Disputed Fees. Customer may reasonably and in good faith dispute an invoice within thirty (30) days of the invoice date by <br />providing written notice to receivables@cvent.com and providing a detailed description of the dispute. Customer may withhold payment on <br />the disputed amount until the dispute is resolved, but will promptly pay the undisputed portion of the invoice pursuant to Section 3.1. The <br />Parties will negotiate in good faith to resolve any payment dispute within forty-five (45) days of Customer’s notice to Cvent. Unless this <br />provision is utilized by Customer during the applicable timelines, all amounts are due. <br />3.4 Failure to Pay. Failure to make timely payments is a material breach of the Agreement and Cvent may suspend its performance <br />obligations in accordance with Section 13.4. Customer will reimburse Cvent for expenses incurred, including interest and reasonable attorney <br />fees, in collecting amounts due under the Agreement. For clarity, amounts paid or payable for SaaS Solutions are not contingent upon the <br />performance of Professional Services or additional features or functionality of the Services. <br />3.5 Overage Fees. If Customer exceeds such Usage Metrics, Customer will pay overage fees specified in the applicable Order Form <br />Docusign Envelope ID: 6A684DF1-FB78-4C74-92A8-1B8FE29FD949