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<br />5.2 Restrictions. Customer will not and will take reasonable steps to ensure that its authorized users do not:
<br />(i) license, sublicense, sell, resell, transfer, rent, lease, assign (except as provided in Section 14.6 (Assignment)), distribute,
<br />disclose or otherwise commercially exploit or make available to any third party the Products or Services;
<br />(ii) copy, record, extract, scrape, modify or make derivative works based upon the Products or Services;
<br />(iii) “frame” or “mirror” the Products or Services on any other server or device;
<br />(iv) access the Products or Services for any benchmarking or competitive purposes or use the Products or Services for
<br />application service provider, timesharing or service bureau purposes, or any purpose other than its own internal use;
<br />(v) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the
<br />Products or Services;
<br />(vi) remove, obscure or modify a copyright or other proprietary rights notice in the Products or Services;
<br />(vii) use the Product or Service to send or store infringing, obscene, threatening, libelous or otherwise unlawful material,
<br />including material that violates third-party privacy rights;
<br />(viii) use the Product or Service to create, use, send, store or run material containing software viruses, worms, Trojan horses
<br />or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Products or Services;
<br />(ix) attempt to gain or permit unauthorized access to the Products or Services or related systems or networks, including
<br />conducting penetration testing, denial of service attacks or engaging in similar efforts;
<br />(x) use the Products or Services other than in compliance with all applicable laws and regulations;
<br />(xi) use the Products or Services in a manner or for a purpose that is deceptive or infringes, misappropriates, or otherwise
<br />violates the intellectual property rights of a third party; or
<br />(xii) use the Cvent Contents for any purpose other than in conjunction with the Products or Services as expressly provided for
<br />in this Agreement or license, sublicense, sell, resell, transfer, rent, lease, assign, distribute, disclose, or otherwise
<br />commercially exploit or make available to any third party the Cvent Contents; or
<br />(xiii) knowingly permit or assist any other party (including any user) to do any of the foregoing.
<br />5.3 Breach by Authorized User. Any failure by Customer’s authorized user to comply with the Agreement is deemed to be a breach
<br />by Customer, and Cvent will not be liable for any damages incurred by Customer or any third party resulting from such breach. Customer
<br />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
<br />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
<br />Section 5.2(xii), upon request Customer shall immediately return all Cvent Contents, including those in the possession of third parties.
<br />5.4 Customer Users. Customer is solely responsible for the actions of its employees and agents that use the Services on its behalf,
<br />including without limitation to submit, accept, or reject requests for proposals (“RFPs”) and for related communications with other users of
<br />the Services. Customer assumes all risk in dealing with other users of the Services and shall be responsible for all communication with each
<br />other and if applicable, separately executing contracts with one another. Unless directly attributed to Cvent, any dispute regarding a Service,
<br />or failure to provide agreed Service must be resolved directly between Customer and such third party. Cvent is not responsible for any breach
<br />by either party of the terms of any transaction or associated transaction-related activities.
<br />5.5 Server Location Acknowledgment. Customer acknowledges that Cvent has servers located in the United States and Europe only
<br />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
<br />in another country (i.e., the Russian Federation or The People’s Republic of China). Without limiting the generality of the foregoing, the
<br />Services provided hereunder are not intended for use by citizens of the Russian Federation who reside in Russia. Customer represents and
<br />warrants that it will use the Service in compliance with all such applicable data privacy localization requirements. The Customer
<br />acknowledges and agrees that any use of the Services by Customer within the People’s Republic of China, including Hong Kong and Macau
<br />(collectively, “China”) carries certain inherent risks associated with government rules and regulations and business environment, including
<br />but not limited to access (and interruption) to telecommunication or internet services and data privacy and localization requirements.
<br />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
<br />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
<br />a breach of the Agreement (including SLAs, if any) and in no event shall Cvent be liable to Customer for any damages (whether direct,
<br />indirect, consequential, punitive special, or otherwise), fines, penalties, credits, rebates, offsets, or any other form of payment arising from
<br />Customer’s use or inability to use the Services within China. Customer shall indemnify, defend and hold harmless Cvent, its directors,
<br />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
<br />Customer’s use of the Services within China or in connection with any personal data of Chinese residents or citizens.
<br />5.6 No Protected Information. Customer acknowledges and agrees that use of the Services do not require Customer to provide any
<br />Protected Information to or through the SaaS Solutions. Customer will not (and will ensure that its agents and users do not) upload, provide
<br />or submit any Protected Information to the SaaS Solutions. Customer agrees that Cvent will have no liability to Customer or Customer’s
<br />agents, users or any other related party for Protected Information. Cvent may upon notice to Customer suspend all or portion of Customer’s
<br />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
<br />in this Section.
<br />5.7 Third Party Content. Third party data, content, materials or software (“Third Party Content”) published on the Cvent website
<br />or otherwise made available through a SaaS Solution may be subject to third-party licenses. Customer Acknowledges that Third Party
<br />Docusign Envelope ID: 6A684DF1-FB78-4C74-92A8-1B8FE29FD949
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