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Last Updated February 23, 2021

Terms & Conditions for Services Engagements

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These Terms and Conditions for Services Engagements along with any accompanying Supplemental Terms for  Services Engagements Exhibit (together, the “Agreement”) are an integrated part of the order form that  references these terms (“Order”). All capitalized terms not otherwise defined herein will have the meanings  assigned to them in the Order or the Supplemental Terms for Services Engagements Exhibit. 

1. ORDERING AND PROVISION OF SERVICES 

1.1 Scope of Services. Confluent shall perform Services as set forth in the applicable Order. All Services are  subject to the Supplemental Terms for Services Terms Exhibit located at:  https://www.confluent.io/legal/supplemental-terms-for-service-engagements. Confluent shall have no obligation to deliver any  Services not expressly ordered in an Order. 

1.2 Fees and Payment. Customer shall pay Confluent the fees (“Services Fees”) in the amount specified in the  applicable Order in accordance with the Order terms. 

1.3 Taxes. Customer will pay all applicable customs, duties, sales, use, value added, withholding, or other taxes,  federal, state or otherwise, however designated, which are levied or imposed because of the transactions  contemplated by this Agreement, excluding only taxes based on Confluent’s net income. If Customer is  compelled to make a deduction or set-off for any such taxes, Customer will pay Confluent such additional  amounts as necessary to ensure receipt by Confluent of the full amount Confluent would have received but  for the deduction. 

1.4 Late Payments. Late payments may bear interest at the rate of one and one-half percent (1.5%) per month  (or the highest rate permitted by law, if less) from the payment due date until paid in full. Upon written  notice to Customer, Confluent may suspend its performance under this Agreement for failure to pay any  amounts owed when due. 

2. INTELLECTUAL PROPERTY OWNERSHIP 

2.1 Services Materials. Except for the license granted to Customer in the following sentence, Customer  acknowledges and agrees that Confluent or its licensors own and shall retain all rights, title, and interest,  including but not limited to all patent, copyright, trade secret, know-how, design rights, trademark, and  other intellectual property rights, in and to any and all materials (including training materials) provided to  Customer in the course of performing the Services (the “Services Materials”) as well as any training or  education materials provided by Confluent (“Course Materials”), including any changes, corrections, bug  fixes, enhancements, improvements, updates, upgrades, derivative works, and other modifications to the  Services Materials or Course materials. Subject to the payment of the Services Fees and the terms of this  Agreement and the applicable Order(s), Confluent grants to Customer a limited, non-exclusive, non sublicensable, non-transferable (except as expressly stated otherwise in the Agreement) license to use the  Services Materials solely in connection with Customer’s use of Confluent Platform, Confluent Software, or  Confluent’s Cloud Services. 

2.2 Customer Materials. If Customer provides or otherwise makes available to Confluent any software, data, or  other materials belonging to Customer in connection with this Agreement, then Confluent may reproduce,  modify, and use the same in connection with its provision of the Services. Other than the foregoing sentence, Customer retains own and shall retain all rights, title, and interest in all materials provided to Confluent. 

2.3 Feedback. Customer has no obligation to provide Confluent any suggestions, enhancement requests,  recommendations, or other feedback regarding Confluent’s products and services (“Feedback”). However,  Confluent may use and include any Feedback that Customer provides in Confluent’s products and services  without restriction or payment. Notwithstanding anything to the contrary herein, Confluent and its  personnel shall be free to use and employ its and their general skills, know-how, and expertise, and to use,  disclose, and employ any generalized ideas, concepts, methods, techniques, or skills gained or learned  during the course of performing Services hereunder, but only to the extent that such information does not  contain any identifiable Confidential Information of Customer. 

3. CONFIDENTIALITY 

3.1 Confidentiality Obligations. Each party shall retain in confidence the non-public information and know-how  disclosed or made available by the other party pursuant to this Agreement which is either designated in  writing as proprietary and/or confidential, if disclosed in writing, or if disclosed orally, is designated in writing  (which may be via email) as confidential within thirty (30) days of the oral disclosure or should reasonably  be understood to be confidential by the recipient (“Confidential Information”). Notwithstanding any failure  to so designate them, the terms and conditions of this Agreement and the Services Materials shall be  Confluent’s Confidential Information. Each party shall (a) maintain the confidentiality of the other party’s  Confidential Information using at least a reasonable degree of care; (b) refrain from using the other party’s  Confidential Information except for the purpose of performing its obligations under this Agreement; and  (c) not disclose Confidential Information to any party except to its and its affiliate’s employees,  subcontractors and agents as is reasonably required in connection with this Agreement and who are subject  to confidentiality obligations at least as protective as those set forth in this section. Each party shall  immediately notify the other party of any unauthorized disclosure or use of any Confidential Information  and assist the other party in remedying such unauthorized use or disclosure by taking such steps as are  reasonably requested by such other party. The foregoing obligations will not apply to Confidential  Information of the other party which (i) is or becomes publicly known without breach of this Agreement;  (ii) is discovered or created by the receiving party without use of, or reference to, the Confidential  Information of the disclosing party, as shown in records of the receiving party; or (iii) is otherwise known to  the receiving party without confidentiality restrictions and through no wrongful conduct of the receiving  party. Receiving party may disclose Confidential Information to the extent required by law or court order if  the receiving party provides prompt notice and reasonable assistance to the disclosing party to enable the  disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. 

3.2 Injunctive Relief. Any breach or threatened breach of section 3 may cause irreparable harm to the disclosing  party for which there is no adequate remedy at law. Therefore, the disclosing party will be entitled to seek  injunctive relief without the necessity of proving actual damages or posting a bond, in addition to any other  remedies available at law. 

4. WARRANTIES AND DISCLAIMERS 

4.1 Each party warrants it has the right and power to enter into this Agreement, that an authorized  representative has executed this Agreement, and that each will comply with any applicable laws and  regulations pertaining to this Agreement.  

4.2 Confluent represents and warrants that it will provide the Services in a professional manner, employing a  standard of care, skill and diligence consistent with industry standards. Confluent's entire obligation and Customer’s sole remedy for a breach of this section 4.2 will be for Confluent to use commercially reasonable  efforts to re-perform the Services. 

4.3 EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 4, CONFLUENT MAKES NO WARRANTIES, EXPRESS,  IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR ANY OTHER ACCOMPANYING  MATERIALS PROVIDED HEREUNDER. CONFLUENT SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES,  EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY  INTELLECTUAL PROPERTY RIGHTS, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE,  AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT  AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS  AVAILABLE” BASIS. UNLESS OTHERWISE STATED IN AN ORDER, CONFLUENT SHALL HAVE NO OBLIGATION  TO PROVIDE ANY MAINTENANCE OR SUPPORT SERVICES FOR ANY MATERIALS PROVIDED UNDER THIS  AGREEMENT. 

5. LIMITATION OF LIABILITY.  

5.1 NOTHING IN THIS AGREEMENT LIMITS EITHER PARTY’S (I) LIABILITY FOR PERSONAL INJURY, DEATH OR WILLFUL MISCONDUCT; (II) LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW; OR (III) BREACH OF SECTION 1.2 (INTELLECTUAL PROPERTY RIGHTS) OR SECTION 3 (CONFIDENTIALITY). 

5.2 EXCEPT AS PROVIDED IN SECTION 5.1 ABOVE, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO CONFLUENT FOR SERVICES UNDER THE APPLICABLE ORDER(S) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, AND NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND (TO THE FULLEST EXTENT PERMITTED BY LAW) UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART ON THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

6. TERM AND TERMINATION 

6.1 This Agreement shall commence on the effective date of the applicable Order(s) for the Services and shall  continue until Confluent completes all Services provided thereunder unless earlier terminated in accordance  with the terms hereof. Without prejudice to any other rights, if either party materially defaults in the  performance of this Agreement, then the other party may give written notice to the defaulting party of such  material default. If the noticed default is not cured within thirty (30) following receipt of default notice by  the defaulting party, then the non- breaching party shall have the immediate right to terminate this  Agreement. 

6.2 The rights and obligations of Confluent and Customer in sections 1.2, 3, 4.2, and 5 shall survive termination  of this Agreement. Upon termination or expiration of this Agreement for any reason, all Services Fees for  Services rendered prior to the effective date of such termination or expiration shall become immediately  due and payable. Nothing contained herein shall limit any other remedies that Confluent may have for the  default of Customer under this Agreement nor relieve Customer of any of its obligations incurred prior to such termination. 

7. GENERAL 

7.1 Assignment. Neither party may assign or otherwise transfer this Agreement or any rights or obligations  hereunder, in whole or in part, whether by operation of law or otherwise, to any third party without the  other party’s prior written consent, except to an Affiliate or to any successor to its business or assets to  which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise.  Any purported transfer, assignment or delegation without such prior written consent will be void. Subject  to this section, this Agreement shall be binding upon and inure to the benefit of the parties, and their  respective successors and permitted assigns. 

7.2 Delays. In the event that either party is unable to perform any of its obligations under this Agreement due  to any act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production  facilities, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of the  party invoking this section, and if such party used its commercially reasonable efforts to mitigate its effects,  such party shall give prompt written notice to the other party, and the time for the performance shall be  extended for the period of delay or inability to perform due to such occurrences. 

7.3 Governing Law. This Agreement is governed by the laws of the State of California without regard to its  conflicts of laws principles. All disputes arising out of this Agreement will be subject to the exclusive  jurisdiction of and venue in the federal and state courts within Santa Clara County, California. The parties  consent to the personal and exclusive jurisdiction and venue of these courts. The parties disclaim and  exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. 

7.4 Export Compliance. Service Materials are subject to export control laws and regulations. Customer may not  access, use, download or otherwise export or re-export the Services Materials or any underlying information  or technology except in full compliance with all applicable laws and regulations, including United States  export control laws. 

7.5 Assurance. During the Term, each party will obtain and maintain, at its own expense, insurance appropriate  with respect to performance of the party’s respective obligations under this Agreement, including  commercial general liability, errors and omissions, worker’s compensation and employer liability as required  by applicable law, and automobile liability. 

7.6 Other. This Agreement, together with its exhibits, addendums and any incorporated terms, represents the  entire agreement between the parties, and supersedes all prior agreements and understandings, written or  oral, with respect to its subject matter, and is not intended to confer upon any third party any rights or  remedies. Customer acknowledges that it has not relied on any representations other than those contained  in this Agreement. The terms of this Agreement will supersede any additional or conflicting term in any  purchase order or other purchasing-related document issued by Customer and relating to an Order. In the  event of any perceived inconsistency, the terms of any Order shall control, followed by these Terms and  Conditions for Services Engagements, and then the Supplemental Terms for Services Engagements Exhibit.  The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any  subsequent breach or default. If any provision of this Agreement is held invalid or unenforceable under  applicable law by a court of competent jurisdiction, it will be replaced with the valid provision that most  closely reflects the intent of the parties and the remaining provisions of this Agreement will remain in full  force and effect. Nothing in this Agreement will be construed as creating an agency, partnership, or joint  venture relationship between the parties. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other party, whether express  or implied, or to bind the other party in any respect. Notices will be in writing and deemed given when  delivered in person (including by overnight courier), or three (3) business days after being mailed by first  class, registered or certified mail, postage prepaid, to the address of the party specified in the Order or such  other address as either party may specify in writing. Each party represents and warrants that the individual  binding a party under this Agreement and any Order is authorized to do so.