Supplemental Terms for Services Engagements

These Supplemental Terms for Services Engagements are an integrated part of the order form that contains a link to these terms (“Order Form”). All capitalized terms not otherwise defined herein will have the meanings assigned to them in the Order Form.

Advisory Services Terms

1. Scope. Advisory Services are provided for knowledge transfer purposes only, therefore, (a) the provision of any specific deliverables is not a condition of payment under the Order Form; and (b) any Advisory Materials (defined below) provided will not be subject to acceptance testing or other acceptance process.
2. Advisory 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 provided to Customer in the course of the Advisory Services (the “Advisory Materials”). Subject to the payment of the Advisory Services 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 Advisory Materials solely in connection with Customer’s use of Apache Kafka.   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, know-how, methods, techniques, or skills gained or learned during the course of performing Services hereunder. Notwithstanding any failure to so designate them, the Advisory Materials shall be Confluent’s Confidential Information.
3. Requirements. Customer shall (a) identify technical resource(s) to work side by side with the Confluent consultant(s); and (b) ensure all required hardware and associated environments are ready and available.
4. Scheduling. For each Advisory Services engagement, Customer must schedule the full duration of the engagement. Advisory Services will begin on a date mutually agreed by Customer and Confluent. All Advisory Services must be scheduled within one year of the Order Form Effective Date. Advisory Services engagements may be rescheduled subject to Confluent’s availability and as agreed by Confluent in writing, provided that Customer requests such changes at least thirty (30) days prior to the agreed-upon engagement  If Customer cancels any engagement within thirty (30) days of the scheduled date, Customer will remain responsible for all Fees for such engagement. If causes outside of either party’s reasonable control requires that an engagement be rescheduled, Confluent and Customer will agree in good faith on a mutually acceptable rescheduled date.

Training Services Terms

1. Instructor and Course Materials. Confluent will supply an instructor to present the Course to the Attendees. Confluent has developed certain proprietary training materials relating to the Courses (the “Course Materials”). The Course Materials, including any modifications, derivative works, improvements, or upgrades developed by or on behalf of Confluent or Customer are the exclusive property of Confluent. 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 the Course Materials. Subject to the payment of the Training 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 the Courses provided by Confluent. Customer acknowledges that the Course Materials may not be reproduced and Courses may not be recorded in any manner except as otherwise expressly specified in the Order Form. Copies of Course Materials shall be limited to those necessary to provide one copy per Attendee 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. Course Logistics. The following terms apply to all Courses not designated by Confluent as “Public.”
   1. Location. The Courses will be provided at Customer’s location at the address specified in the Order Form or such other location mutually agreed in writing.
   2. Cancellations and Changes. Courses may be rescheduled subject to Confluent’s availability and as agreed by Confluent in writing, provided that Customer requests such changes at least thirty (30) days prior to the agreed-upon Course date (“Course Date”). If Customer cancels any Course within thirty (30) days of the scheduled Course Date, Customer will remain responsible for all Training Fees for such Course. If causes outside of either party’s reasonable control requires that a Course be rescheduled, Confluent and Customer will agree in good faith on a mutually acceptable rescheduled Course Date. The Deposit will only be applied to Training Fees for the Course for which it is made.
   3. Course Attendees Attendees must be Customer employees or Customer’s full-time contractors. Attendees are required to attend all days of any multiple day Courses. Extra attendees, even if designated as observers or other non-participating attendees, are not permitted without prior written consent from Confluent Global Training management.
   4. Remote Attendees If Customer requests any Attendees participate remotely, such remote Attendees will count towards the applicable maximum Attendee limitation. Courses are hands-on and interactive, therefore remote Attendees are not recommended. If remote Attendees participate in Courses, Confluent will make remote conferencing arrangements for such remote Attendees. Customer must provide Confluent with reasonable advance notice if Customer will have remote Attendees participate in a Course.
   5. Classroom and Equipment Requirements

      Classroom and equipment requirements for Courses are as follows:

      • Classroom-style room layout (desks facing the front) large enough to seat all Attendees.
      • Projector capable of at least 1024×768 resolution, and screen.
      • Either a whiteboard or a flipchart, with pens.
      • Internet access for the instructor and attendees in accordance with Confluent lab access policies.
      • Attendee laptops:
        • 64-bit processor, with VT-x enabled in the BIOS
        • At least 3GB of free RAM (so a minimum of 4GB RAM total)
        • Internet access as stated above

      If Customer does not own facilities and equipment that meet the above requirements, Customer must rent the required facilities and equipment. Confluent recommends Customer utilize Confluent to assist with sourcing a qualified training facility. Confluent has established relationships with vendors who are familiar with the requirements. All costs, including any cancellation fees associated with such facility and equipment rentals are the sole responsibility of Customer.

Last updated April 2019