1. YOUR AGREEMENT WITH CONFLUENT
1.1 Your use of Confluent Cloud (“Cloud Service”) is governed by these terms of service
(“Agreement”). The “Cloud Service” means the managed Kafka service that Confluent makes
available as a hosted, web-based service. “Confluent” means Confluent, Inc., located at 101
University Avenue, Suite 111, Palo Alto, CA 94301. “Your”, “You” and “Customer” are used
interchangeably throughout the Agreement and have the same meaning.
1.2 Your use of the Cloud Service is subject to the terms of this Agreement. By accessing or
using the Cloud Service, or by clicking on the checkbox that demonstrates acceptance of this
Agreement, you are agreeing to the terms of this Agreement. If you are entering into this
Agreement on behalf of an entity, then you represent and agree that you have the legal authority
to bind that entity to this Agreement. If you do not accept the terms of this Agreement, then you
cannot use the Cloud Service.
1.3 Certain defined terms are set forth in Section 14 of this Agreement.
2. CLOUD SERVICE
2.1 Subject to payment of the applicable Fees to the Marketplace Platform Provider, Confluent
grants to Customer a limited, world-wide, non-exclusive, non-transferable, right and license
(without right to sublicense) to access and use the Cloud Service during the Subscription Term,
solely for Customer’s internal business operations, in accordance with the terms of this
Agreement. Customer is responsible for Users’ compliance with this Agreement.
2.2 Registration. Customer must register and setup an authorized account to use the Cloud
Service. Customer must keep the registration information accurate and complete. Customer is
responsible for the security of its User Credentials and for the use of its accounts and will
immediately notify designated support of any unauthorized use.
2.3 User and Performance Data. Confluent may from time to time use and process data about
Customer’s use of the services for the purposes of creating statistics and analytics data.
Confluent may use such data for its own business purposes, including to maintain and improve
the Cloud Service and other services and to monitor and analyse its activities in connection with
the performance of such services. Customer acknowledges that certain features used in
connection with the Cloud Service are configured to collect and report telemetry data to
Confluent as more particularly described in More Information Regarding Confluent Data
Collection located at https://www.confluent.io/moreinformation/. Customer may choose to
disable transmission of such telemetry data to Confluent at any time. Confluent will use user data
3. ACCEPTABLE USE
3.1 General Restrictions / Responsibilities. Customer shall not use the Cloud Service to violate
the security or integrity of any network, computer or communications system, software
application, or network or computing device. Customer shall not make network connections to
any users, hosts, or networks unless Customer has permission to communicate with them, and
may not use manual or electronic means to avoid any use limitations placed on the Cloud
Service, such as access and storage restrictions. Confluent may, but has no obligation to (a)
investigate any violation of this provision or misuse of the Cloud Service, or (b) remove or
modify any content, or disable access to any resource, that violates the foregoing. Customer is
solely responsible for (i) the content and legality of Content, (ii) for ensuring compliance with all
privacy laws applicable to the collection and provision of Content; (ii) Customer’s configuration
and use of the Cloud Service, and (iv) taking appropriate action to secure, protect and backup
Content, which may include use of encryption to protect Content from unauthorized access.
Customer is responsible for communicating with the Cloud Service through encrypted and
authenticated connections, as may be required by Confluent, and for transmitting all Content
using such security methods. Confluent does not control the retention policy in Apache
KafkaTM. To the extent that Customer will be subject to user data access and deletion requests,
Customer is responsible for configuring the retention period on Kafka topics (i.e., category
names to which messages are stored and published) that contain EU personal data to a maximum
of 30 days.
3.2 Content Restrictions. Customer shall not submit Content that (a) is illegal, harmful,
fraudulent, infringing, offensive, or in violation of privacy rights or (b) the Confluent Cloud
Enterprise Security Addendum located at https://confluent.io/cloud-enterprise-security-addendum specifies as data that is not to be uploaded. Confluent will not access any Content except as necessary to provide the Cloud Service, any Support Services, or for a Permitted
Disclosure (as defined in Section 7.1).
4. PRIVACY AND SECURITY
Unless a separate data processing agreement has been entered into by the parties that specifically references this Agreement, each party shall comply with the Data Processing Addendum (“DPA”) located https://www.confluent.io/cloud-customer-dpa/ which is incorporated herein by this reference. Confluent will use commercially reasonable administrative, physical and technical safeguards designed to prevent unauthorized access, use or
disclosure of Content, as more fully described in the Confluent Cloud Enterprise Security
Addendum located at https://confluent.io/cloud-enterprise-security-addendum.
5. CONFLUENT SOFTWARE
5.1 As part of the Cloud Service, Confluent may provide to Customer certain of its proprietary
software (“Confluent Software”). Subject to the terms of this Agreement, Confluent grants to
Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the
applicable Term to install and use such Confluent Software solely for Customer’s internal
business operations and solely in connection with Customer’s use of the Cloud Service.
Customer may permit its third-party service providers to install and use the Confluent Software
to provide outsourced services to Customer, and Customer will be solely responsible for such
service provider’s compliance with this Agreement.
5.2 Additional Restrictions on Use. Customer shall not, and shall not permit or encourage any
third party to: (a) use the Confluent Software for third-party training, software-as-a-service, timesharing or service bureau use or (b) disassemble, decompile or reverse engineer any portions of the Confluent Software that are not provided in source code format, or otherwise attempt to gain access to the source code to such Confluent Software (or the underlying ideas, algorithms,
structure or organization of the object code in the Confluent Software). The foregoing restriction
is inapplicable to the extent prohibited by applicable law; provided that, in the event that
Customer intends to disassemble, decompile or reverse engineer the Confluent Software,
Customer shall first provide Confluent with written notice thereof.
6. INTELLECTUAL PROPERTY OWNERSHIP
6.1 Confluent Materials. Confluent or its licensors retain all rights, title and interest, in and to all
intellectual property rights in the Cloud Service; Confluent Software, including all related and
underlying technology and documentation; and any derivative works, changes, corrections, bug
fixes, enhancements, updates, modifications, or improvements of any of the foregoing
(“Modifications”), and including any Feedback (collectively, “Confluent Materials”). Except for
the express limited rights set forth under this Agreement, no right, title or interest in any
Confluent Materials is granted to Customer. Customer acknowledges that the licenses granted in
this Agreement do not include the right to prepare any Modifications of the Confluent Materials.
Confluent reserves all rights not expressly granted in this Agreement. No rights are granted by
6.2 Content. Except for the limited rights granted under this Agreement, as between Customer
and Confluent, Customer retains all rights, title and interest, including all intellectual property
rights, in the Content. Content does not include data that Confluent collects as specified in
section 2.3 (User and Performance Data).
6.3 Feedback. If Customer provides Confluent any suggestions, enhancement requests,
recommendations, or other feedback regarding Confluent’s products and services (“Feedback”),
Confluent may freely use and incorporate such Feedback into Confluent’s products and services
without restriction or payment.
7.1 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 it, the
Confluent Software is Confluent’s Confidential Information and Content is Customer’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 third party except to employees,
subcontractors, agents, and Platform Providers 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 (“Permitted Disclosures”). Confluent will have no obligation under this
Section for any data or Content Customer uploads to the Cloud Service in breach of Section 3.2.
7.2. Injunctive Relief. Any breach or threatened breach of this section 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.
8. WARRANTIES AND DISCLAIMERS
Warranty Disclaimer. CONFLUENT MAKES NO WARRANTIES, EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE, WITH RESPECT TO THE CLOUD SERVICE,
CONFLUENT SOFTWARE, SUPPORT SERVICES,OR ANY MATERIALS PROVIDED
HEREUNDER. CONFLUENT SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT. CONFLUENT DOES NOT WARRANT THAT
THE CLOUD SERVICE OR CONFLUENT SOFTWARE WILL OPERATE
UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
Customer will defend Confluent from and against any third-party claim, demand, or lawsuit
arising out of or relating to (a) Customer’s or a User’s breach of Section 2.1 (License), Section 3
(Acceptable Use) or Section 5 (Confluent Software), (b) Customer’s violation of applicable laws,
rules or regulations in connection with the Cloud Service, or (c) Content or the combination of
Content with other applications, content or processes, including any claim involving alleged
infringement or misappropriation of third-party rights by the Content, and Customer will pay
such damages or costs as are finally awarded against Confluent attributable to any such action,
provided that Confluent gives Customer (i) prompt notification in writing of any such action; (ii)
sole control of the defense or settlement of such action (provided any settlement releases
Confluent from all liability); and (iii) all reasonable information and assistance, at Customer’s
10. LIMITATION OF LIABILITY
10.1 Limitation of Liability. EXCEPT FOR CUSTOMER’S BREACH OF SECTION 3
(ACCEPTABLE USE), CUSTOMER’S BREACH OF SECTION 5 (CONFLUENT
SOFTWARE), AND EITHER PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY):
(A) NEITHER PARTY (NOR ITS SUPPLIERS) WILL BE LIABLE TO THE OTHER PARTY
FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR
EXEMPLARY DAMAGES OF ANY KIND, OR FOR (TO THE EXTENT THE FOLLOWING
ARE NOT CATEGORIZED AS THE FOREGOING EXCLUDED DAMAGES) LOSS OF
BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED
SAVINGS, OR DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR ANY CLAIM OR DEMAND BY ANY OTHER PARTY, HOWEVER
CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT,
NEGLIGENCE OR OTHER TORT, OR INTELLECTUAL PROPERTY INFRINGEMENT)
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
(B) IN NO EVENT SHALL CONFLUENT’S MAXIMUM LIABILITY TO THE OTHER
PARTY FOR DAMAGES OR LIABILITY OF ANY TYPE EXCEED THE AMOUNT PAID
OR PAYABLE BY CUSTOMER TO THE PLATFORM PROVIDER DURING THE TWELVE
(12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH
LIABILITY.THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10.2 Content-Related Liability. NOTWITHSTANDING SECTION 10.1 (LIMITATION OF
LIABILITY) OR ANYTHING ELSE IN THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION THE TERMS OF SECTION 7 (CONFIDENTIALITY): (A) CONFLUENT
WILL HAVE NO LIABILITY FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE
OF CONTENT THAT IS NOT THE RESULT OF CONFLUENT’S BREACH OF SECTION 4
(PRIVACY AND SECURITY); AND (B) CONFLUENT’S MAXIMUM AGGREGATE
LIABILITY FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF CONTENT,
REGARDLESS OF THE CAUSE OF ACTION, WILL BE LIMITED TO THE AMOUNTS
ACTUALLY PAID BY CUSTOMER TO PLATFORM PROVIDER DURING THE TWELVE
(12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISK TO SUCH
10.3. Infringement Liability. NOTWITHSTANDING SECTION 10.1 (LIMITATION OF
LIABILITY), IF CONFLUENT REASONABLY BELIEVES THE CONFLUENT SOFTWARE
MIGHT INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, THEN
CONFLUENT WILL, AT ITS SOLE OPTION AND EXPENSE: (A) PROCURE THE RIGHT
FOR CUSTOMER TO CONTINUE USING THE CONFLUENT SOFTWARE; (B) MODIFY
THE CONFLUENT SOFTWARE TO MAKE IT NON-INFRINGING WITHOUT
MATERIALLY REDUCING ITS FUNCTIONALITY; OR (C) REPLACE THE CONFLUENT
SOFTWARE WITH A NON-INFRINGING, FUNCTIONALLY EQUIVALENT
ALTERNATIVE.IF CONFLUENT DOES NOT BELIEVE THE REMEDIES IN SECTION 10.3 ARE
COMMERCIALLY REASONABLE, THEN CONFLUENT MAY SUSPEND OR
TERMINATE CUSTOMER’S USE OF THE CONFLUENT SOFTWARE.
WITHOUT AFFECTING EITHER PARTY’S TERMINATION RIGHTS, THIS SECTION 10
STATES THE PARTIES’ ONLY RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT FOR INTELLECTUAL PROPERTY RIGHTS-RELATED ALLEGATIONS
AND THIRD-PARTY LEGAL PROCEEDINGS.
11. TERM AND TERMINATION
11.1 Term. This Agreement commences on the Effective Date and will remain in effect until
the termination or expiration of the applicable Order, unless earlier terminated as provided
11.2 . Termination. Either party may terminate this Agreement or an Order upon written notice in the event the other party materially breaches this Agreement and such breach is not cured within thirty days of written notice of such breach. The termination of an Order will not automatically result in the termination of this Agreement. Either party may also terminate this Agreement immediately if the other party (a) terminates or suspends its business; (b) becomes subject to any bankruptcy or insolvency proceeding under federal or state statute; (c) becomes insolvent or subject to direct control by a trustee, receiver or similar authority; or (d) has wound up or liquidated, voluntarily or otherwise.
11.3 Effect of Termination. All terms of this Agreement, which by their nature would survive
the termination of this Agreement, shall survive termination. Upon termination of this
Agreement or expiration of an Order, Customer will immediately cease use of the Cloud Service
and Confluent Software, and if applicable, the Support Services. Customer is solely responsible
for exporting Content from the Cloud Service prior to expiration or termination of this
Agreement. Customer acknowledges that following termination it will have no further access to
12. UPTIME SERVICE LEVEL AGREEMENT AND SUPPORT SERVICES.
Confluent will provide the uptime service level agreement for the Cloud Service in accordance with Exhibit A, below. Unless otherwise stated in an Order, Confluent will provide the following Support Services in connection with the Cloud Service
13.1 Assignment. Customer 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 Confluent’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.
13.2 Delays. In the event that Confluent 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 Confluent
used its commercially reasonable efforts to mitigate its effects, Confluent shall give 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.
13.3 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.
13.4 Export Compliance. Confluent Software is subject to export control laws and regulations.
Customer may not access or use Confluent Software or any underlying information or
technology except in full compliance with all applicable United States export control laws.
Neither the Confluent Software nor any underlying information or technology may be accessed
or used (a) by any individual or entity in any country to which the United States has embargoed
goods; or (b) by anyone on the U.S. Treasury Department’s list of specially designated nationals
or the U.S. Commerce Department’s list of prohibited countries or debarred or denied persons or
13.5 Third Party Software. Confluent also makes available certain third party open source software as identified in the applicable help, notices, about or source files (“Third Party Software”). The Third Party Software shall be subject to the applicable open source license(s) and not this Agreement, and is provided by Confluent at no charge. Confluent makes no warranties, express or implied, and will not be obligated under section 9 with respect to any Third Party Software. To the extent the terms of open source licenses applicable to Third Party Software prohibit any of the restrictions in this Agreement, such restrictions will not apply to such Third Party Software. To the extent the terms of open source licenses applicable to Third Party Software require Confluent to make an offer to provide source code or related information in connection with the Third Party Software, such offer is made.
13.6 Other. This Agreement, together with its exhibits and 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. Confluent may use
Customer’s trade names, service marks and logos in marketing materials and customer lists for
advertising or publicizing Customer’s use of the Cloud Service. 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. 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 business days after being mailed by first className, 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. Customer represents and warrants that the individual binding
Customer under this Agreement and any Order is authorized to do so.
14.1 “Cloud Service” means the products that Confluent makes available through the
Marketplace as a hosted, web-based service, and that are purchased by Customer.
14.2 “Content” means all data and information uploaded to the Cloud Service by Customer or
on Customer’s behalf, but does not include any data Confluent collects as specified in section 2.3
(User and Performance Data).
14.3 “Fees” means the fees payable by Customer for the Cloud Service, as specified in the
14.4 “Marketplace” means the third party platform through which Customer orders the Cloud
14.5 “Platform Provider” means the Marketplace vendor with which Customer places the Order
for the Cloud Service.
14.6 “Order” means the internet order page or an ordering document agreed upon by the parties,
that specifies Customer’s purchase of the Cloud Service.
14.7 “Subscription Term” means the term of Customer’s authorized use of the Cloud Service,
which commences on the earlier of (a) the date Customer starts using the Cloud Service, or (b) as
otherwise stated in the Order.
14.8 “Support Services” means any support and maintenance service that Confluent may
provide in connection with the Order.
14.9 “User” means any person under Customer’s control that Customer allows access to or use
of the Cloud Service, and may include Customer’s employees, contractors, service providers, and
other third parties.
14.10 “User Credentials” means User IDs and passwords.
During your Subscription Term, Confluent will use commercially reasonable efforts to make the
Cloud Service available with a Monthly Uptime Percentage of at least 99.95% (the “Service
Level Objective” or “SLO”). If Confluent does not meet this SLO, Customer will be eligible to
receive a Service Credit from the Platform Provider as described below.
• “Downtime” is the total accumulated minutes during a calendar month for a given Cloud
Service Kafka cluster during which the entire Kafka cluster is unavailable. A minute is
considered unavailable for a given Kafka cluster if all continuous attempts by Confluent’s
monitoring system to write to the Kafka cluster within the minute fail. (Confluent’s
monitoring system will connect to the same Kafka endpoints that Customer uses).
Downtime does not include downtime that results from any of the exclusions set forth
below. Partial minutes of unavailability will not be counted as Downtime.
• “Monthly Uptime Percentage” means the total number of minutes in a calendar month,
minus the number of minutes of Downtime in such month, divided by the total number of
minutes in such month. If Customer’s Cloud Service Kafka cluster is provisioned and
running for only part of a calendar month, such cluster is deemed to be 100% available
during the portion of the month in which it was not provisioned and running.
• “Service Credit” means the percentage of monthly Fees, calculated as set forth below,
credited to Customer’s account with the Platform Provider in accordance with the process
described in this SLA.
2. Service Credits
Service Credits are calculated as a percentage of the total monthly Fees paid by Customer for the
unavailable Cloud Service Kafka cluster for the calendar month in which the Cloud Service does
not meet the SLO, in accordance with the schedule below.
|Monthly Uptime Percentage||Service Credit|
|99.9% but equal to or greater than 99.5%||5%|
|99.5% but equal to or greater than 99.0%||10%|
3. Service Credit Request and Application Process
To receive a Service Credit, Customer must submit a claim by logging a support ticket. To be
eligible, the credit request must be received within five (5) calendar days after the last day of the
month in which the Cloud Service does not meet the SLO, and must include all information
reasonably necessary for Confluent to verify the claim, including:
1. the words “Confluent Cloud Service SLA Credit Request” in the subject line;
2. a description of the applicable Kafka client(s), the version of each such client, and the
configurations for each such client; and
3. a description of the events resulting in Downtime, including the time and duration of the
Downtime and Customer requests logs that document the failed write attempts.
Confluent will evaluate Customer requests and determine in good faith whether a Service Credit
is owed based on its system logs, monitoring reports, configuration records, and other available
information. If Confluent confirms that the Monthly Uptime Percentage applicable to the month
of such request did not meet the SLO, then Confluent will notify the Platform Provider and the
Platform Provider will issue the Service Credit to Customer in accordance with the Customer’s
agreement with the Platform Provider. Customer’s failure to provide the request and other
information as required above will disqualify Customer from receiving a Service Credit.
Service credits are not refundable and can only be used toward future billing charges. Service
credits are Customer’s sole and exclusive remedy with respect to any failure or deficiency in the
Services availability. Service Credits will not entitle Customer to any payment from Confluent.
Service Credits are Customer’s sole and exclusive remedy for any unavailability of the Cloud
Service in accordance with the terms of this SLA. Service credits expire without refund the
earlier of twelve (12) months from issuance or one (1) month after termination of the current
Subscription Term Order.
4. SLA Exclusions
The SLA does not apply to any unavailability of the Cloud Service:
1. That results from (i) Customer’s misuse of the Confluent Cloud Enterprise Service in
violation of Section 3 of the Agreement (Acceptable Use);
2. Due to factors outside Confluent’s reasonable control, including but not limited to any
force majeure event, network intrusions, denial of service attacks, systemic internet issues
or any other act or omission of any telecommunication provider, other services provider,
or the Platform Provider;
3. That results from the use of services, hardware, or software provided by a third party and
not within the primary control of Confluent, including issues resulting from inadequate
bandwidth or resulting from region-wide failures of cloud platform services on which the
Confluent Cloud Enterprise Service runs;
4. That occurs during any period when Customer’s use of the Cloud Service exceeds the
purchased capacity specified in Customer’s Order;
5. That results from Customer’s unauthorized action or lack of action when required,
including those of Customer’s Users or by means of Customer’s passwords; or
6. That results from Customer’s failure to use Confluent-supported Kafka clients with
acceptable configuration values as defined in the Cloud Service documentation.
7. Unavailability due in whole or in part to any of the following: Customer-controlled
actions and/or environment or other failures or shortcomings not within Confluent’s
control including but not limited to the Platform Provider terminating or suspending any
Order with Customer; Customer’s violation of the Agreement; failure by Customer to
take any remedial action in relation to the Cloud Service as recommended by Confluent,
or otherwise preventing Confluent from doing so; Customer’s negligence or willful
misconduct, which may include failure to follow agreed-upon procedures; scheduled
maintenance that takes place upon proper notice, ad hoc maintenance carried out to avoid
future unavailability, and/or updates; or Customer’s failure to provide information
required by Confluent to provision a cluster.