Last updated: November 2023.

IMPORTANT: READ CAREFULLY. Please read these Terms carefully as they contain important information about your legal rights, remedies and obligations. These Terms are a legal contract between you and Confluent (as defined herein). By accessing the Service, you agree to be bound by these Terms. If you do not agree to these Terms, please exit the Service and refrain from all further use of it. 

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with us. If you do not meet all of these requirements, you must not access or use the Website.

PLEASE NOTE: SECTION 13 OF THESE TERMS CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT APPLY TO ALL USERS. SECTION 13 AFFECTS HOW DISPUTES WITH CONFLUENT ARE RESOLVED. BY ACCEPTING THESE TERMS, YOU AGREE TO BE BOUND BY THIS ARBITRATION CLAUSE AND CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY.

1. SCOPE OF SERVICES; SEPARATE TERMS

1.1 Scope of Services: These Terms are entered into by and between you and Confluent Health, LLC, a Delaware limited liability company (“Confluent”, “we”, “our” or “us”). These Terms govern your access to and use of Confluent-branded websites (including, but not limited to, movi.health, app.movi.health, and the moviHealth application(collectively, the “Website”) and all services offered by us through the Website, including, without limitation, our sales portals, all mobile, tablet and other smart device applications, and application program interfaces and associated services (collectively, the “Service”). We refer to our employees, directors, officers, contractors, owners, parents, related entities, managed entities, subsidiaries and agents as our “affiliates” throughout these Terms. The terms “you” and “your” refer to all individuals or entities accessing the Service. By using, visiting or accessing the Service, you agree to be bound by these Terms for yourself and any person that uses the Service under your username. Please read these Terms carefully before accessing and using the Service. If you do not agree with these Terms, do not use our Service. 

1.2 Separate Terms: The access to or use of certain areas and features of the Service may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Service, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise. For example, your participation in physical therapy services is also governed by the End User License Agreements, applicable Privacy Policies or Notice of Privacy with Confluent and/or its contractors, as well as other health or other related consents or notices.  

2. AMENDMENTS OR UPDATES TO TERMS OR THE WEBSITE; ACCESSING THE WEBSITE

Confluent reserves the right to amend, modify or update these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Service and update the “Last Updated” date at the top of these Terms. We may also choose to provide you with notice of the modification by email before the date the revised Terms become effective. If you disagree with the revised Terms, you may cease your use of the Service or cancel any account (“mōviHealth Account”) you have registered through the Service. Otherwise, your continued access to or use of the Service will be subject to the revised Terms.

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

3. PRIVACY POLICY

Your privacy is important to us. In the course of your use of our Service, you may be asked to provide certain information to us. The information we collect and our use policies are set forth in more detail in our Privacy Policy, which is fully incorporated into these Terms by reference, as well as the Privacy Policies of various contractors. The Privacy Policies make important disclosures about how we, or our contractors, collect and use your information and content. We encourage you to read our Privacy Policy and those of our contractors carefully and use it to make informed decisions. Our Privacy Policy is available here.

4. ELIGIBILITY; USE OF SERVICE; ACCOUNT VERIFICATION; SEPARATE TERMS

4.1 Eligibility: You must be at least 18 years old and able to enter into legally binding contracts to access and use the Service or register a Confluent Account. By accessing or using the Service or Confluent Account, you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

4.2 Use of Service: Confluent may make access to and use of the Service, or certain areas or features of the Service, subject to certain additional conditions or requirements, such as, without limitation, completing a verification process or meeting specific eligibility criteria.

4.3 Account Verification: User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Confluent Account user’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may (but have no obligation to) ask users to provide additional information for identification or verification purposes as we deem appropriate.

4.4 Reliance on Information Posted: Except in connection with using the Services pursuant to an Account, the information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Confluent, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Confluent. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

5. ACCOUNT REGISTRATION

5.1 Confluent Accounts: You must register a Confluent Account to access and use certain features of the Service, such as any portals through which the Service is to be provided. If you are registering a Confluent Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms. You agree that all information you provide to register with the Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

5.2 Accuracy of Account Information: You must provide accurate, current and complete information during the registration process and keep your Confluent Account up to date at all times.

5.3 Confidentiality: You are responsible for maintaining the confidentiality and security of your Confluent Account credentials and may not disclose your credentials to any third party. You must immediately notify Confluent of any actual or suspected unauthorized use of your Confluent Account, or if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised. You are liable for any and all activities conducted through your Confluent Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

6. CONTENT

6.1 Proprietary Rights: The Service may, in its entirety or in part, be protected by copyright, trademark, and/or other laws of the United States. You acknowledge and agree that the Service, including all associated intellectual property rights, are the exclusive property of Confluent and/or its licensors or authorizing third parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. All trademarks, service marks, logos, trade names, and any other source identifiers of Confluent used on or in connection with Service are trademarks or registered trademarks of Confluent in the United States. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Service are used for identification purposes only and may be the property of their respective owners.

6.2 Prohibited Uses: Prohibited Uses: You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Service. No licenses or rights are granted to you (by implication or otherwise) under any intellectual property rights owned or controlled by Confluent or its licensors other than the limited license to (i) use the Service on your personal device(s), and (ii) access and view any content made available through the Service and accessible to you, solely for your personal and non-commercial use.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows: 

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own use and not for further reproduction, publication or distribution. .
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own use, provided you agree to be bound by our end user license agreement for such applications
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You may not:

• Modify copies of any materials from the Website.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to:  [email protected].

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of these Terms, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Confluent. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

6.3 License: By creating, uploading, posting, sending, receiving, storing or otherwise making available any user content on or through the Service, you grant to Confluent a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such user content, to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast and otherwise exploit in any manner such user content to provide and/or promote the Service, in any media or platform.

6.4 User Warranties: You are solely responsible for all user content that you make available on or through the Service. Accordingly, you represent and warrant that: (i) you, either are the sole and exclusive owner of all user content that you make available on or through the Service, or you have all rights, licenses, consents and releases that are necessary to grant to Confluent the rights in and to such user content, as contemplated under these Terms; and (ii) the user content, your posting, uploading, publication, submission or transmittal of the user content, and Confluent’s use of such user content (or any portion thereof) does not and will not infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

6.5 Prohibited User Conduct: You will not post, upload, publish, submit or transmit any user content that: (i) violates any applicable federal, state, local or international law or regulation; (ii) is fraudulent, false, misleading (directly or by omission, including, but not limited to, failure to update information) or deceptive; (iii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iv) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (v) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (vi) promotes illegal or harmful activities or substances; (vii) violates any Confluent policy or standard; (viii) transmits, or procures the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation; or (ix) impersonates or attempts to impersonate Confluent, a Confluent employee, another user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing. Confluent may, without prior notice, remove or disable access to any user content that Confluent finds to be in violation of these Terms or Confluent’s then-current policies or standards, or otherwise may be harmful or objectionable to Confluent, its users, third parties or property.

Additionally, you agree not to:  (i) use the Website in any manner that could disable, overburden, damage or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website; (ii) use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (iii) use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms, without our prior written consent; (iv) use any device, software or routine that interferes with the proper working of the Website; (v) introduce any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful; (vi) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website; (vii) attack the Website via a denial-of-service attack or a distributed denial-of-service attack; or (viii) otherwise attempt to interfere with the proper working of the Website.

6.6 Copyright Law: Confluent respects copyright law and expects users of the Service to do the same. If you believe that any content on the Service infringes copyrights you own, please notify us immediately by following the instructions provided in the Contact Us section of these Terms.

7. RULES OF CONDUCT

We expect users of the Service to respect the law and the rights and dignity of others. While using the Service, you agree to comply with all applicable laws, rules and regulations. In addition, your use of the Service is conditioned on your compliance with the rules of conduct set forth in these Terms and failure to comply may result in termination of your access to the Service. If we are made aware of any information or materials posted, transmitted or otherwise made available through or in connection with the Service that may be a violation of any law, regulation or right of a third party, or a violation of these Terms, we have the right, but not the obligation, to remove or disable access to the respective information or materials. Any act or use by you that violates any of the above agreements is strictly prohibited and shall be a material breach of these Terms.

8. PROFILES AND FORUMS AND SUBMISSIONS

8.1 Profiles and Forums: If we choose to make the option available, you may post certain information and materials in connection with the Service or through our social media pages or sites (your “Profile”). Further, we may offer features through the Service that enable you to post information, photographs and other materials and images publicly (collectively referred to herein as “Forums”). All of the rules of conduct above and elsewhere in these Terms apply to Profiles and Forums. Additionally, without our express prior written consent, you may not use Profiles or Forums for any commercial purposes, including the promotion or advertisement of any goods, services or opportunities, and you may not use Profiles or Forums to solicit other visitors or users to visit or become members of, subscribe to or register with any commercial online service or other organization.

We have the right to:  (i) remove or refuse to post any user contributions for any or no reason in our sole discretion; (ii) take any action with respect to any user contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such user contribution violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for Confluent; (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (iv) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website; or (v) terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS CONFLUENT AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

 8.2 Limitation of Liability: Information contained in the Profiles and Forums may be provided by third party visitors to the Service, which may be inaccurate, misleading or deceptive. Confluent, its affiliates and their respective employees, officers, directors, owners, agents, representatives, licensors, suppliers and service providers neither endorse nor are responsible for any opinion, advice, information or statements made in the Profiles and Forums by third parties. Under no circumstances will Confluent, its affiliates, or their respective employees, officers, directors, owners, affiliates, agents, representatives, licensors, suppliers or service providers be liable for any loss or damage caused by your reliance on such information or materials, unless otherwise provided by law. The opinions expressed in the Profiles and Forums reflect solely the opinions of the individuals who submitted such opinions and may not reflect the opinions of Confluent.

8.3 Public Nature of Content: You acknowledge and agree that, to the fullest extent permitted by applicable law, we have no control over, and shall have no liability for any damages resulting from, the use (including without limitation re-publication) or misuse by any third party of information voluntarily made public through Forums or any other part of the Service. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE IN A PROFILE OR A FORUM OR OTHERWISE ON THE SERVICE OR OTHER SOCIAL MEDIA, YOU DO SO AT YOUR OWN RISK. 

8.4 Linking to the Website and Social Media Features: You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part. This Website may provide certain social media features that enable you to: (i) link from your own or certain third-party websites to certain content on this Website; (ii) send emails or other communications with certain content, or links to certain content, on this Website; or (iii) cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features.

Subject to the foregoing, you must not: (i) establish a link from any website that is not owned by you; (ii) cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking or in-line linking; (iii) link to any part of the Website other than the homepage; or (iv) otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion. 

9. DISCLAIMER OF WARRANTIES

9.1 AS IS: While we try to maintain the security of the Service, we do not guarantee that the Service will be secure or that any use of the Service will be uninterrupted. THE SERVICE IS PROVIDED “AS IS.”  

9.2 Disclaimer: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CONFLUENT AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND THE USE THEREOF, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICE AND ASSUME NO RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, (II) UNLESS OTHERWISE COVERED BY LAW, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ACCESS TO AND USE OF THE SERVICE, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY OTHER LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.  YOU UNDERSTAND THAT YOU USE THE SERVICE AT YOUR OWN RISK. 

10. LIMITATION OF LIABILITY

EXCEPT AS OTHERWISE PROVIDED BY LAW, NEITHER CONFLUENT, NOR ITS AFFILIATES OR THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, OWNERS OR AGENTS, SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES) RESULTING FROM USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY (I) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ANY VISITOR’S ACCESS TO AND USE OF THE SERVICE, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IF ANY PART OF THIS LIMITATION OF LIABILITY IS INVALID, ILLEGAL OR UNENFORCEABLE, THEN TO THE EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF CONFLUENT AND OUR AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, OWNERS AND AGENTS UNDER SUCH CIRCUMSTANCES TO YOU OR TO ANYONE ELSE WILL NOT EXCEED ONE HUNDRED DOLLARS. SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU IF THEY ARE NOT PERMITTED BY THE LAWS OF YOUR JURISDICTION.

11. INDEMNIFICATION

You agree to indemnify Confluent and its affiliates and their respective employees, officers, directors, owners, and agents for all damages, liabilities, costs, charges and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms, (ii) your improper use of the Service (or any part thereof), and (iii) your breach of any applicable laws, regulations or third party rights.

12. CONTACT US

If you have any questions about these Terms, please contact: [email protected]

13. DISPUTE RESOLUTION

13.1 Agreement: Except as otherwise provided under any applicable end user license agreement or any other agreement between you and Confluent, you and Confluent agree that we will resolve any dispute or question arising as to the interpretation of any clause of, or the rights and liabilities of the parties under or in any manner relating to these Terms and connected in any manner with use of the Service (a "Claim") in accordance with one of the subsections below or as Confluent and you otherwise agree in writing.

13.2 Conflicts of Laws; Jurisdiction; Venue: Except as otherwise provided under Confluent’s Conditions of Sale, any other agreement between you and Confluent, these Terms and the relationship between you and Confluent with respect to the Service shall be governed by the laws of the Commonwealth of Kentucky without regard to the conflicts of laws rules thereof. Except as otherwise provided under Confluent’s End User License Agreement or any specific agreement entered into between you and Confluent and except as otherwise provided under this Dispute Resolution Section, you and Confluent agree to submit to the personal and exclusive jurisdiction and proper venue of the Jefferson Circuit Court and/or the Western District of Kentucky, in each case in Louisville, Jefferson County, Kentucky, and waive any right to trial by jury.

13.3 Arbitration: Except as otherwise provided under any specific agreement between you and Confluent, any Claim shall be referred to final and binding arbitration before a single arbitrator in Louisville, Kentucky, under the rules and procedures of the American Arbitration Association relating to the selection of arbitrators for the determination of issues. The arbitration shall be governed by the United States Federal Arbitration Act, 9 U.S.C. §§ 1-16. This agreement to arbitrate is supported by adequate consideration, receipt of which is acknowledged. Should arbitration be commenced pursuant to this section, any disagreement over the arbitrability of the Dispute shall be resolved by the arbitrator, not a court of law. The decision of the arbitrator will be binding, final and conclusive on the parties, and judgment on the arbitrator’s decision may be entered in any court having jurisdiction thereof. This agreement to arbitrate is binding upon the respective successors, heirs, legal representatives, assigns and transferees of the parties. The arbitrator may, sua sponte or upon the written request of a party, issue written directions as to the scope and timetable for discovery. In the event that the arbitrator should determine that the matter(s) in dispute may be resolved by a review of a written record, and that a hearing is not necessary, each party waives the right to a hearing. The arbitrator shall be charged to render a written opinion reciting the facts as determined and the applicable law as applied. The arbitrator may award injunctive and other equitable relief, as well as an award of monetary damages. No claim of fraud, duress or other basis for revocation of contract made with respect to these agreed Terms shall limit or preclude the enforcement of this agreement to arbitrate except as such fraud, duress or other basis for revocation shall arise with particularity to this agreement to arbitrate, and each party conclusively agrees that this provision shall be interpreted in a manner consistent with the separability doctrine of Prima Paint Corp. v. Flood and Conklin Mfg. Co., 388 U.S. 395 (1967).

13.4 Waiver: Neither you nor Confluent will participate in a class action or class-wide arbitration for any Claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

13.5 Improperly Filed Claims: All Claims brought under this Section, except as otherwise provided under Confluent’s Conditions of Sale, must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a Claim contrary to this Section, Confluent shall be entitled to recover its reasonable attorneys' fees and costs actually incurred, provided that Confluent has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

13.6 Survival: Subject to Section 15.1, this Section 13 shall survive any termination of these Terms and will continue to apply even if you stop using the Service or terminate your Confluent Account.

14. TERMINATION 

14.1 Termination: You agree that we may terminate your access to or use of the Service or the Website if we reasonably believe you have violated or acted inconsistently with the letter or spirit of these Terms or at our discretion. Upon any such termination, your right to use the Service or the Website will immediately cease. You agree that any termination of your access to or use of the Service may be effected without prior notice and that we may immediately deactivate or delete any Confluent Account user name and/or password used by or provided to you, and all related information and files associated therewith, and/or bar any further access to such information or files, except as otherwise provided under our Privacy Policy. You agree that Confluent shall not be liable to you or any third party for any termination of your access to the Service or to any such information or files and shall not be required to make such information or files available to you after any such termination, except as otherwise provided under our Privacy Policy. We reserve the right to take steps that we believe are necessary or appropriate to enforce and/or verify compliance with these Terms. Confluent reserves the right to stop offering and/or supporting the Service (or any portion thereof) at any time either permanently or temporarily. In such event, we will not be required to provide refunds, benefits or other compensation to users in connection with such discontinued elements of the Service.

14.2 Survival: Unless prohibited by applicable law, the provisions of these Terms that should reasonably survive termination will remain in effect, including, without limitation, Sections 9 through 15.

14.3 Applicability to Privacy Policy: Notwithstanding aanything herein to the contrary, and to avoid any doubt, you retain all applicable personal information rights set forth in more detail in our Privacy Policy, including, without limitation, your rights to have your personal information erased as provided in the Privacy Policy and your rights to close your Confluent Account.

15. MISCELLANEOUS

15.1 Severability: In the event that any portion of these Terms is held to be invalid, the invalidity of such provision will not affect the validity of the remaining provisions of the Terms, which will remain in full force and effect.

15.2 No Modification: Except as specifically provided in a written agreement signed by an authorized representative of Confluent, these Terms, including the Privacy Policy, constitute the entire agreement between Confluent and you. No changes to these Terms shall be made except by a revised posting on this page or, in a writing signed by an executive officer of Confluent. These Terms supersede all prior agreements, proposals and discussions between the parties, whether oral or written, other than a written agreement signed by both parties. These Terms do not constitute any partnership, joint venture, franchise or other relationship other than as expressly stated herein. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party content or third party software.

15.3 No Waiver: The failure of Confluent to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.4 Limitations Period: Any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one year after such claim or cause of action arose or be forever barred unless a longer period is mandated by applicable statute and, in such a case, you are limited to the maximum period permitted by law.

15.5 Section Titles: The section titles in these Terms are for convenience only and have no legal or contractual effect.

15.6 Lawful Use: Confluent makes no claims that the content of the Service may be lawfully viewed or downloaded outside of the United States. Access to the content may not be legal by certain persons or in certain countries. If you access the Service from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

15.7 Contests: Any contests or similar promotions made available through the Service may be governed by rules that are separate from these Terms. By participating in any such contest or promotion you agree to become subject to those rules. We urge you to read the applicable rules, if any, which will be linked from the particular activity, and to review the Privacy Policy, which, in addition to these Terms, will govern any information you submit in connection with such activities.

15.8 Third Party Websites: The Service may contain links to third party websites. These links are provided solely as a convenience and not as an endorsement of the contents on such third party websites. Confluent is not responsible for the content of linked third party websites. Any charges or obligations you incur in your dealings with these third parties are your responsibility. Confluent makes no representation or warranty regarding any content, goods and/or services provided by any third party even if linked to from our Service, and will not be liable for any claim relating to any third party content, goods and/or services. The linked sites are not under our control and may collect data or solicit personal information from you. We are not responsible for any actions or omissions by such sites, for their content, business practices or privacy policies, or for their collection, use or disclosure of any information. Further, the inclusion of any link does not imply endorsement by Confluent of any linked sites. We shall have the right, at any time and at our sole discretion, to block links to the Service through technological or other means without prior notice. YOU AGREE THAT YOUR USE OF THIRD PARTY SITES AND RESOURCES AND ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, SERVICES OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH SITES AND RESOURCES IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

15.9 Scope and Severability.  Each provision of these Terms shall be valid and enforceable to the fullest extent permitted by law.  If any provision is held to be illegal, invalid, or otherwise unenforceable, the remainder of the Terms shall continue in full force and effect.  It is the intent of the Parties that, upon a determination by a court or tribunal of competent jurisdiction that a provision of the Terms is illegal, invalid, or unenforceable, such provision may be modified or amended by the court or tribunal to render it enforceable to the maximum extent permitted by law.

Copyright © 2023 Confluent Health, LLC  All rights reserved

4875-1586-0079.2