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<br />WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR STATUTORILY,
<br />ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. USE OF OR CONNECTION TO
<br />THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY
<br />PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SAAS SOLUTIONS AND CUSTOMER DATA, CUSTOMER
<br />UNDERSTAND AND ASSUMES SUCH RISK. TO PROTECT CUSTOMER’S DATA, CVENT MAY SUSPEND CUSTOMER’S USE
<br />OF THE SERVICES IMMEDIATELY AND WITHOUT PRIOR NOTICE IF A BREACH OF SECURITY IS SUSPECTED.
<br />9 PROPRIETARY RIGHTS
<br />9.1 Customer Data. As between Customer and Cvent, Customer owns all rights, title and interest in and to all Customer Data.
<br />Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership
<br />of and right to use all Customer Data. Customer warrants that that it has and will have all rights and consents necessary to allow Cvent to use
<br />Customer Data as contemplated by the Agreement. Customer hereby grants to Cvent and its licensees a, royalty-free, fully-paid, perpetual
<br />(subject to section 13.5), irrevocable, non-exclusive, non-transferable (except as set forth in Section 14.6 (Assignment)), sub-licensable,
<br />worldwide license to Customer Data for the purpose of providing the Products and Services and any other activities expressly agreed to by
<br />Customer, including the right to use, reproduce, communicate to the public by telecommunications, make available, adapt, perform, display,
<br />publish, translate, prepare derivative works from, modify, distribute, sell, rent and take any other action with respect to such data (in whole
<br />or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed.
<br />9.2 Cvent’s Intellectual Property Rights. Customer acknowledges on behalf of it and its agents and affiliates that all rights, title, and
<br />interest in and to all rights (including U.S. or international intellectual property rights such as copyright, trademarks, know-how and trade
<br />secrets) in the Products, Services, and Cvent Content (including all components, derivatives, modifications, Deliverables and enhancements)
<br />are and will be owned exclusively by Cvent or its licensors as applicable. Customer has no right (including right of ownership), license or
<br />authorization to the Products, Services, or Cvent Content except as expressly set forth in Sections 4.1.1 and 4.3.2. All other rights in and to
<br />the Products, Services, and Cvent Content are expressly reserved by Cvent. To the extent that any such rights vest initially with Customer
<br />by operation of law or for any other reason, Customer hereby perpetually and irrevocably assigns, transfers, and quitclaims all such rights to
<br />Cvent.
<br />9.3 Aggregate Data. Customer hereby unconditionally and irrevocably grants to Cvent all rights, title and interest in data inputted into
<br />or collected by the SaaS Solutions on an aggregated and anonymous basis, that is collected in compliance with applicable laws and Cvent’s
<br />Privacy Policy (“Aggregate Data”). Among other usage, Cvent may use Aggregate Data to improve its products and services, provide
<br />statistical information, deliver usage data and other commercial uses. For clarity, Aggregate Data will be aggregated and anonymized and
<br />will not identify Customer as the source of any specific data or finding, nor will it include any personally identifiable information of any
<br />individual users. Cvent will maintain appropriate security measures for all Aggregate Data in accordance with the terms and conditions of
<br />the Agreement.
<br />9.4 Feedback. If Customer or its agents provide any comments, suggestions, enhancement requests, feedback or recommendations
<br />(“Feedback” relating to the Products or Services), Cvent may use such Feedback without any further obligation (including attribution) or
<br />compensation to Customer or its agents , and Customer, on its behalf and on behalf of its agents. Customer hereby irrevocably assign to
<br />Cvent all right, title and interest in the Feedback related to Cvent Products and Services.
<br />10 CONFIDENTIALITY
<br />10.1 Obligations. The receiving Party will not disclose or use any Confidential Information of the disclosing Party for any purpose
<br />outside the scope of the Agreement, except with the disclosing Party's prior written permission. Each Party will protect the confidentiality
<br />of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential
<br />information of like kind (but in no event using less than reasonable care). If the receiving Party is compelled by law to disclose Confidential
<br />Information of the disclosing Party, it will provide the disclosing Party with prior written notice of the compelled disclosure (to the extent
<br />legally permitted) and reasonable assistance, at disclosing Party's cost, if the disclosing Party wishes to contest the disclosure.
<br />10.2 Remedies. The disclosing Party has the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin
<br />any actual or threatened breach of this Section 10.
<br />10.3 Exceptions. Section 10.1 will not apply to any information that: (i) is or becomes generally known to the public without the
<br />receiving Party’s breach of any confidentiality obligation owed to the disclosing Party; (ii) was known to the receiving Party prior to its
<br />disclosure by the disclosing Party; (iii) was independently developed by the receiving Party without use of or reference to any Confidential
<br />Information or breach of any obligation owed to the disclosing Party; or (iv) is received from a third party without restriction and without
<br />breach of the third party’s obligation to the disclosing Party.
<br />10.4 Prior Non-Disclosure Agreement. Any existing non-disclosure agreement entered into by the Parties is hereby superseded and
<br />replaced by the terms in this Section 10, which will govern all disclosures and exchanges of Confidential Information made by the Parties
<br />previously under such non-disclosure agreement.
<br />11 INDEMNIFICATION
<br />11.1 Customer Indemnity. Customer will: (a) defend Cvent against any claim or lawsuit by a third party (a “Claim”) against Cvent to
<br />the extent the Claim arises out of or results from (i) Customer Data except if due to a breach of the Agreement by Cvent, (ii) Customer’s
<br />breach of Section 5 or (iii) Customer’s breach of Section 14.2 14.2; and (b) pay any damages awarded against Cvent for the Claim or any
<br />amounts agreed by Customer and the claimant for the settlement of the Claim.
<br />Docusign Envelope ID: 6A684DF1-FB78-4C74-92A8-1B8FE29FD949
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