PLEASE READ THESE TERMS BEFORE USING ANY CONFLUENT EDUCATION SERVICES. BY CLICKING ON THE CHECKBOX OR DOWNLOAD BUTTON THAT DEMONSTRATES ACCEPTANCE OF THESE TERMS, OR BY USING ANY CONFLUENT EDUCATION SERVICES, CUSTOMER SIGNIFIES ITS ASSENT TO THESE TERMS. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THAT ENTITY. IF CUSTOMER DOES NOT ACCEPT TERMS, THEN IT MUST NOT PURCHASE OR USE THE CONFLUENT EDUCATION SERVICES.
These Education Services E-Commerce Terms (“Terms”) are entered into by and between Confluent, Inc. (“Confluent”) and the purchaser or user of the Education Services that accepts these Terms. (“Customer”). The effective date of these Terms (“Effective Date”) is the date that Customer orders the applicable Confluent Education Services.
1.1 “Confluent Education Self-Paced Subscription” means access to Courses in the form of a subscription to Confluent’s self-paced Education Services that a Named User may access and use freely during any ordered subscription.
1.2 “Confluent Instructor-Led Training” means an instructor-led Course.
1.3 “Course” means a specific training engagement, session, or module.
1.4 “Course Materials” means Confluent’s proprietary education and training materials relating to the Courses.
1.5 “Education Services” means Confluent’s educational and training Courses delivered either by an instructor (in person or online) or as a self-paced online Course.
1.6 “Fees” means the fees associated with the ordered services under these Terms.
1.7 “Named User” means a specific individual authorized by Customer to access and use the applicable ordered Education Services. A license for a Named User may not be transferred from one individual to another or shared amongst users without Confluent’s prior written approval.
2. COURSES AND COURSE MATERIALS
2.1 Orders. Subject to Confluent’s acceptance, Customer may place orders for access to Courses online via Confluent’s website.
2.2 Confluent Instructor-Led Training Scheduling. Confluent at its discretion may cancel or reschedule any scheduled Course if certain minimum enrollment is not achieved, due to instructor illness, or due to other events outside of its control. If this occurs, Customer will be notified via email. If a Customer requires their registration in a Confluent Course to be rescheduled, Customers may request to attend an alternately scheduled Course via email to email@example.com at least fourteen (14) days prior to the start of the Course. Scheduled Course dates are not cancellable by Customer, and Customer will remain responsible for all Fees for such Course. In the event of non-attendance or failure to reschedule in accordance with these Terms, any fees paid are forfeited and non-cancelable.
2.3 Confluent Education Self-Paced Subscriptions. A Confluent Education Self-Paced Subscription provides access to self-paced Courses that Confluent makes available through its training portal for Named Users as purchased by Customer for a specified subscription term. A Confluent Education Self-Paced Subscription includes one (1) certification voucher that may be used for one (1) exam attempt for any currently available certification. Customers are provided with a license key(s) for registration. Each Named User must create a username and password, and such login information may not be shared with or used by other individuals. Confluent Educated Self-Paced Subscriptions are valid for twelve (12) months from the date of purchase and are non-refundable and non-cancellable.
2.4 Course Materials. Subject to the payment of the Fees, Confluent grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable (except as expressly stated otherwise in the Agreement) license to use the Course Materials solely in connection with Customer’s access and use of the ordered Courses. Except for the license granted to Customer in the previous 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 the Course Materials. Customer acknowledges that the Course Materials may not be reproduced, and Courses may not be recorded in any manner except as otherwise authorized in writing by Confluent. Copies of Course Materials shall be limited to those necessary to provide one (1) copy per Named User of the Course. Attendees shall not make any copies of the Course Materials other than for their own personal use. Notwithstanding any failure to so designate them, the Course Materials shall be Confluent’s Confidential Information. Course Materials will be provided to attendees electronically and can be downloaded along with cloud-based labs on which attendees will perform hands-on exercises.
2.5 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.
3. FEES AND PAYMENT
3.1 Fees. Customer shall pay Confluent the Fees applicable for the ordered Education Services.
3.2 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 these Terms, 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.
3.3 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 these Terms for failure to pay any amounts owed when due.
3.4 Credit Card Processing. For Education Services that require payment by credit card, Confluent uses a third party credit card processing service to process payments. Customer consents to the use of such service and to the transfer of Customer’s credit card details to such third-party processor. Customer may be required to accept terms applicable to the processing service. Customer’s credit card will be charged Fees automatically for Customer’s initial order.
3.5 Discount Codes. Confluent is unable to apply discount codes to orders that have already been placed.
4.1 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 these Terms 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”). 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 these Terms; 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 these Terms 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 these Terms; (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.
4.2 Injunctive Relief. Any breach or threatened breach of section 4.1 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.
5. WARRANTIES AND DISCLAIMERS
5.1 Each party warrants it has the right and power to enter into these Terms, that an authorized representative has executed these Terms, and that each will comply with any applicable laws and regulations pertaining to these Terms.
5.2 CONFLUENT MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE EDUCATION SERVICES OR THE COURSE MATERIALS. CONFLUENT SPECIFICALLY DISCLAIMS ALL 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 EDUCATION SERVICES AND COURSE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
6. LIMITATION OF LIABILITY.
6.1 NOTHING IN THESE TERMS 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 2.4
(COURSE MATERIALS) OR SECTION 4 (CONFIDENTIALITY).
6.2 EXCEPT AS PROVIDED IN SECTION 6.1 ABOVE, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING UNDER THESE TERMS 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 THEORYOF LIABILITY (INCLUDINGNEGLIGENCE) 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.
7. TERM AND TERMINATION
7.1 These Terms shall commence on the effective date of the applicable order for the Education Services and shall continue until Confluent has completed rendering the Education Services 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 these Terms, 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 these Terms.
7.2 Upon termination or expiration of these Terms 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 these Terms nor relieve Customer of any of its obligations incurred prior to such termination.
8.1 Assignment. Customer may not assign or otherwise transfer these Terms or any rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, to any third party without the Confluent’s prior written consent. Any purported transfer, assignment or delegation without such prior written consent will be void. Subject to this section, these Terms shall be binding upon and inure to the benefit of the parties, and their respective successors and permitted assigns.
8.2 Delays. In the event that either party is unable to perform any of its obligations under these Terms 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.
8.3 Governing Law. These Terms are governed by the laws of the State of California without regard to its conflicts of laws principles. All disputes arising out of these Terms 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.
8.4 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 Course Materials or any underlying information or technology except in full compliance with all applicable laws and regulations, including United States export control laws.
8.5 Other. These Terms, together with its exhibits, addendums and any incorporated terms, represent 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 these Terms. These Terms will supersede any additional or conflicting term in any purchase order or other purchasing-related document issued by Customer and relating to an Order. 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 these Terms 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 these Terms will remain in full force and effect. Nothing in these Terms 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.