Terms of Use
Application Services
Acuvent will provide you with non-exclusive access to Cvent’s owned and/or leased computer systems and certain proprietary and licensed software and other information (the “Services”) as upgraded from time to time. You may use the Services only for purposes of performing your internal business operations or your clients’ business operations outsourced to you. You may not use the Services as part of a commercial time-sharing or service-bureau operation or in any other resale capacity.
If you require that Acuvent provide additional services to those referred to in your agreement, these services will be subject to negotiation of additional fee amounts appropriate to the further services provided.
Price and Payment
You agree to pay all fees and other charges in accordance with your service agreement. If you do not pay the fees or other charges when they are due, a finance charge of two percent (2%) plus $100 per month, or the maximum rate allowed by law if less. You are responsible for reporting and paying any applicable taxes.
Registrations and Registrants
Your agreement may specify a number of registrants allowed for a given service level and or price. You will be billed for any registrations beyond this number at the rate specified in your agreement, or the then current rates for overage if none is specified. Except for price, which may differ, you agree that registrations incurred beyond the contracted level will be subject to the same terms. A Registrant is defined as a person registering via a registration process created within the Cvent system, even if the Registrant was submitted manually through the back end of the system. Guests registered under a Registrant will count as a Registrant for billing purposes. If a person cancels, the initial registration still counts as a Registrant for billing purposes. You agree that the number of Registrants listed under minimum usage fee in your contract is the minimum number of Registrants you agree to use and pay for per annum. Should you use less than this minimum number, fees due under the contract will not be reduced. Unused registrants will not roll over to another term year.
Responsibilities of Parties
You shall be responsible for the adequacy and accuracy of all data that you furnish to your account and Acuvent. Even though Cvent maintains redundant servers, you are responsible for the backup of your data used in conjunction with the Services.
Acuvent will assign you one or more user IDs and passwords that will enable you to access the Services. You shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords.
You agree that you will use the Services only for lawful purposes and in accordance with these Terms of Use.
If you exceed the contracted level of services during the term of your Agreement, you will be charged as specified in your contract, or if not specified, using the then-current rates for the overage. Where no limits for usage of application services are explicitly given in your contract, limits will apply as specified later in this document. Absent an automatic renewal term in your written agreement; if you continue to use the Services beyond your term, your Agreement will automatically renew for another term at then-current rates.
You shall not reverse engineer, disassemble or decompile the Services or cause or permit the reverse engineering, disassembly or decompilation of the Services.
No "Spamming" or Illegal Conduct
You will not use the Services for illegal activities or junk mail, chain letters, pyramid schemes, “spam” or distribution to any person who has not given specific permission to be included in such a process. If you use the Services for illegal conduct or to spam, we may terminate your access to the Services and seek immediate legal recourse. We may also take any self-help remedies necessary to prevent continued violations, including, but not limited to, deleting the contact information from your address book on behalf of those individuals who lodge complaints with our web-hosting company or us. You are still responsible for full payment of your Agreement even if your access to the Services is terminated for spamming or other illegal conduct.
Warranties
The Services are provided “as is” without warranty of any kind, and Acuvent and Cvent disclaim all warranties, either express or implied, including but not limited to, implied warranties of merchantability, correspondence to description, fitness for a particular purpose and noninfringement. Acuvent and Cvent do not represent or warrant but will make commercially reasonable efforts to ensure that the services are uninterrupted or error-free, that defects will be corrected, or that the servers used for the Services will be free of viruses or other harmful components.
Limitation of Liability
Our liability to you and your clients, if applicable, for any recoverable losses or damages arising under this Agreement shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under this Agreement during its then-current term.
In no event will Acuvent, Cvent or any person or entity involved in the creation, manufacture or distribution of any software, services or other materials provided under this agreement be liable for: (i) any damages caused by your failure or that of your clients, event invitees, employees, agents, affiliates or suppliers to perform their responsibilities; (ii) any claims or demands of third parties or (iii) any lost profits, loss of business, loss of use, loss of data, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if Acuvent or Cvent has been advised of the possibility of such damages. Acuvent or Cvent will not be held responsible, or considered to have failed to meet its obligations under this agreement, if it either delays performance or fails to perform as a result of any cause beyond its reasonable control.
These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement.
Insurance
You release and indemnify Acuvent, its owners, employees, contractors and agents from and against any liability or damage however arising in connection with an event(s) except where such liability or damage arises as a result of Acuvent’s gross negligence. It is necessary for you to maintain appropriate insurances to cover any claim arising from the event(s).
Termination
If you become dissatisfied with the Services because of substantial non-performance, you shall give Acuvent detailed written notice of such dissatisfaction. Acuvent shall have thirty (30) days to cure your dissatisfaction after receipt of such notice. If Acuvent fails to cure and you have a reasonable basis for your dissatisfaction, you may terminate this Agreement and Acuvent will refund your unused annual fees on a monthly pro-rata basis, starting as of the end of the 30 day cure period.
Either party may terminate this Agreement if (i) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.
In the event of non-payment by the Customer, Acuvent may accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand.
In the event of non-payment by the Customer, Acuvent reserves the right to restrict access to the Services. Customer agrees that such restrictions do not modify the amounts due under their agreement.
Laws and Disputes
The governing law of this contract is to be the substantive law of NSW, Australia.
If you fail to pay fees when due, then you shall also be liable for all fees due during the term of the contract and any additional expenses (including but not limited to fees and accrued interest) Acuvent incurs in collecting such delinquent fees.
Notice
Any notice pursuant to this Agreement shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified mail, postage prepaid, with return receipt requested; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via email, provided that the receiving party acknowledges receipt by return email, and that the email clearly states in the subject line that it is intended to give notice under this Agreement.
Intellectual Property
You acknowledge that Cvent or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Services, and any or all modifications to the Services, related documentation and marketing materials regardless of (i) whether such intellectual property notices appear on the materials or (ii) whether such intellectual property notices have been filed with governmental agencies. Nothing in this Agreement will directly or indirectly be construed to assign or grant you any right of ownership, title or interest in the Services, or any intellectual property rights relating thereto.
Additional Services
If you require that Acuvent provide additional services to those referred to in your agreement, these services will be subject to additional fees amounts appropriate to the additional services provided.
Privacy & Confidentiality
As a part of the services provided, data is recorded and stored. We will treat the data and all information we hold concerning the event(s) as confidential. Unless we have your permission, we will not disclose or share personally identifiable information collected on our website with any third party (except as required by law or pursuant to a governmental request.)
Any proposal and anything else, including intellectual property, which we disclose or produce for purposes of providing our services together with anything we submit or give you only for the term of this agreement remains our property (i.e. title to it remains vested in us). Among other things, it must not be copied and given to third parties.
General
Except in the case of a merger, acquisition or sale of substantially all assets, neither party may assign or otherwise transfer any right or obligation set forth in the Agreement without the other party's prior written consent. The Agreement will be binding upon the parties' respective successors and permitted assigns.
The Agreement and this Terms of Use supersedes any prior agreement or understanding between the parties whether oral or written. The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions.
The remaining terms are applicable only where you elect to have Acuvent collect fees on your behalf:
Credit Card Merchant Fees
If you are using our merchant facilities, the merchant fees are 1.7% for Visa and MasterCard and 3.0% for American Express (all exclude GST). The e-Commerce fee charged by the gateway provider per credit card transaction is included in Acuvent's 'per registration' fee. These merchant fees are subject to change and we will provide you with reasonable notice of any changes.
Bank recalls
Anyone who accepts payments by way of credit card must face the possibility of recalls. Banks will look to you to satisfy them that services or facilities were provided and while you must accept that responsibility, it remains the case that registrants might demand a reversal of a credit card charge for a variety of reasons ranging from dissatisfaction of services provided through to simple confusion over events actually attended or fraudulent use of a credit card. Acuvent will offer all assistance in determining whether such demands are reasonable. However, when a cardholder demands reversal of a credit card charge, banks can and will take the funds in question directly from our bank account without notice and in these circumstances or in any circumstances where a recall cannot be reversed, you agree to immediately reimburse us for the total of any such recall amount and any associated bank fees. In circumstances where monies are otherwise held for you, such reimbursement shall be made from those monies.
Registrant Refunds & Cancellations
Any refunds or credits must be independently arranged between you and your registrants or your clients’ registrants. If you or your client cancels an event for which we have collected fees on your behalf, or if you permit partial or complete refunds, you must maintain sufficient funds in your or our bank account so that the (Event Product) system may issue such refunds to your registrants. Acuvent will charge the applicable registration fee for all cancelled bookings.
Transfer of funds collected on your behalf
Where registration fee payments are being collected by us on your behalf, we will transfer funds collected (less the applicable credit card merchant fees) to your nominated bank account upon your request. Up to 3 complimentary transfers are included for events with 50 registrations or more. One complimentary transfer is included for events with less than 50 registrations noting that if a transfer is for an event/s with less than 20 registrations Acuvent reserves the right to charge you a transfer fee of AUD$25 +GST. You may request additional transfers (a fee of AUD$25 +GST per request applies and is deducted from the funds disbursed).