PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING CONFLUENTMEDICAL.COM (“Site”). The following website terms and conditions agreement (“Agreement”) governs your use of the Site. Access and use of this Site represents your acceptance of this Agreement. In order to access the Site, you must have access to the World Wide Web and pay any and all associated service fees therewith. This Agreement may be amended by Confluent Medical Technologies, Inc., at its sole discretion, and shall be enforceable immediately after the revised version is posted online; thereafter, your continued use of the Site constitutes your acceptance of such amendment. If you do not accept the terms of this Agreement (and any amendments thereto), do not use the Site. Please print a copy of this document for your records.

INFORMATION DISCLAIMER

THE INFORMATION ON THIS SITE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED OR RECOMMENDED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE.

WE ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE INFORMATION, SERVICES, OR OTHER MATERIAL ON THE WEBSITE. WE WILL NOT BE RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION ON THE WEBSITE.

TABLE OF CONTENTS

1. Scope. Confluent controls and operates this Site from the United States of America (USA). The Site is intended for use by USA residents only. Confluent makes no representation or warranty that the Content (defined below) presented on the Site is appropriate or available for use in locations outside of the USA. If you access the Site outside of the USA, you agree that you do so at your own risk and are responsible for complying with all applicable local laws and other rules or regulations, if applicable.

2. Ownership and Use Restrictions. This Site is owned by Confluent Medical Technologies, Inc. (“Confluent”). All materials contained or distributed on this Site (including, without limitation, video, audio, photos, text, images, software, logos and all other intellectual property related to Confluent) (“Content”) are either owned by or licensed to Confluent. The owners and licensors retain all rights to the Content, including, without limitation, all copyrights, trademarks, and other proprietary rights, however denominated, notwithstanding whether or not appearing in large print or with property symbol status. Except as otherwise expressly permitted under law, use of any and all such proprietary Content contained on the Site is strictly prohibited without Confluent’s express prior written consent. Specifically, without limitation, you shall not alter, reproduce, republish, display, reuse, upload, post, repost, link to, transmit, commercially exploit, create derivative works of, distribute, seek trademark or copyright registration of, copy, publicly display or otherwise use or misuse the Content without the express prior written permission of Confluent.
   Furthermore, with regard to the design and Content of the Site, Confluent owns a copyright in the source code, selection, coordination, arrangement and enhancement of Content, as well as in the content original to it. Unless otherwise stated herein, nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Content displayed on the Site. Confluent acknowledges that you may use the Site and the Contents solely for non-commercial and informational purposes only and may download one (1) copy of the Content on any single household computer for your personal, non-commercial home use; provided, that you also maintain all copyright and other proprietary notices contained on the Content (even if such notices are not contained in the Content). For this sole purpose, you are granted a nonexclusive, nontransferable, revocable, limited license to view, print and distribute content retrieved from the Site for your personal, non-commercial purposes. In turn, you expressly acknowledge that you do not acquire any ownership rights by downloading Content on the Site and you further acknowledge that Confluent may seek all available remedies at law or in equity in the enforcement of its intellectual property rights.
   Pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”), Confluent has designated an agent to receive copyright infringement notices related to the Site. All copyright infringement notices must be submitted to Confluent’s designated agent, in a manner consistent with the DMCA. The designated agent’s contact information is: Confluent Medical Technologies, Inc., Attn: Legal Department, 47533 Westinghouse Drive, Fremont, CA 94539.

3. Links. The Site may contain links to other world wide websites and resources. The links are provided only as a convenience, and you acknowledge that Confluent has no control over such sites and resources. Additionally, you agree that Confluent bears no responsibility for the availability of such external sites or resources, does not endorse, and bears no responsibility or liability for any content, advertising, products, other services, or other materials on or available from such sites or resources.An online website associated with an entity that promotes any product, brand, or service (“Commercial Site”) shall not link to the Site without the written permission of Confluent. To seek permission, contact Confluent Medical Technologies, Inc., Attn: Legal Department, 47533 Westinghouse Drive, Fremont, CA 94539. For sites other than Commercial Sites, you may link to the site without obtaining Confluent’s permission only if:
   • You do so through a plain-text link;
   • The link is distinctly and spatially separate from, and not otherwise remotely associated with, any advertising and sponsorship materials, or any other commercial materials on the page containing the link;
   • Your website links to, but does not copy or otherwise infringe Content;
   • You and your web site do not present false or misleading information about Confluent or any of its employees, products or services;
   • Your website does not include any content that would, within Confluent’s sole discretion, be considered distasteful, vulgar, obscene, offensive or controversial;
   • Your website does not infringe upon the intellectual property rights of another person or entity;
   • Your website does not cause irreparable harm to the name or goodwill of Confluent;
   • Your website does not make any textual misrepresentations which imply any relationship with Confluent; and
   • Your site does not solicit or engage in the promotion of illegal activity.
   Notwithstanding the above, Confluent reserves the right, in its sole and absolute discretion, to deny or rescind permission to link to the Site from any website and to require termination of any link to the Site.

4. Lawful Use. In addition to the term of this Agreement, you must comply with all applicable laws and regulations in connection with your use of the Site. Your use of this Site acts as a representation and warranty by you that you will not use the Site for any purpose that is either unlawful or prohibited by this Agreement.

5. Submissions and License Granted. Confluent does not claim ownership for any materials, ideas, concepts, know-how, techniques, suggestions, opinions, or other information that you transmit, distribute, store, communicate, or post on, to or through the Site (expressly excluding your user data, which Confluent will collect in accordance with its Privacy Policy) (“Submissions”). However, once you submit your Submissions on, to or through the Site, you grant Confluent an unrestricted, world-wide, royalty free, perpetual, irrevocable, non-exclusive and freely sublicenseable right (including moral rights) and license to use, reproduce, modify, adapt, publish, translate, prepare derivative works from, distribute, perform and display your Submissions anywhere in any form, media or technology now known or hereafter created for any purpose, whether commercial or non-commercial, and without compensation.

6. Electronic Communications. The information communicated on the Site constitutes an electronic communication. When you communicate with Confluent through the Site or via other forms of electronic media, such as email, you are communicating with Confluent electronically. You agree that Confluent may communicate electronically, subject to local privacy laws, and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

7. User Conduct. You are responsible for, and assume all liability associated with, any Submissions in any fashion or forum. Confluent shall have the right to edit, refuse to post or remove any of your Submissions, in its entirety or in part. Similarly, Confluent shall, in its sole discretion, have the right, but not the obligation, to review, edit or delete any of your Submissions that either violate any term of this Agreement, or is otherwise illegal, offensive or inappropriate.
   Without limiting the foregoing, you specifically agree not to post, distribute, transmit or broadcast, communicate or store information or other material on, to or through the Site that:
   • Is copyrighted, trademarked, or otherwise protected as proprietary material, unless you are the owner or valid licensee to such materials and you have the right to grant Confluent such rights and licenses (for avoidance of doubt, it is your responsibility to determine whether such materials are protected and you represent that you will not infringe any intellectual property rights of others or the privacy or publicity rights or others);
   • Is unlawful, threatening, sexually-explicit, pornographic, indecent, obscene, hateful, racially or sexually offensive, abusive, defamatory, invasive of privacy or publicity rights, vulgar, profane or otherwise objectionable, or embarrassing to any other person or entity, as Confluent may determine in its sole discretion, or is in violation of applicable laws;
   • Constitutes, advocates, sponsors, promotes, or encourages conduct that would constitute a criminal offense or incite violence, give rise to civil liability or otherwise violate any local, state, national, provincial, or international law;
   • Contains advertising, promotional material, or any solicitation with respect to products or services, chain letters or pyramid and/or ponzi schemes, contests, or other solicitation tactics asking Site users to become users of other online information services competitive with the Site;
   • Imposes an unreasonable or disproportionately large load on the Site’s infrastructure, or limits or hampers, in Confluent’s sole discretion, any other user from using the Site; or
   • Contains a virus (trojan horse, worm, time bomb, etc.), denial or service attacks, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, secretly intercept or seize or sequester any system, network, data, or information.
   Additionally, you agree not to:
   • Use any incomplete, false, outdated, or inaccurate biographical information or other information for purposes of registering for any opportunities available on the Site, or for purposes of registering for any promotions offered through the Site;
   • Delete, cancel, or amend any and all Site materials or other information of any other user of the Site;
   • Use, assist, or permit others to use, the Site by automated electronic processes, “spiders,” “robots,” “web crawlers,” “scrapers,” “web extractors,” “web grabbers,” or other software programs, engines, tools, agents or other devices or mechanisms that monitor, copy or download data, or other content found or accessed through the Site, including, without limitation, real time scoring, video, audio, statistics, e-mail addresses, or data content, whether current or archived;
   • Allow any other person or entity to use your username or password for posting or viewing comments or sending or receiving materials; or
   • Interfere with, disrupt, translate, decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for, or adapt in any way the software comprising or in any way making up part of the Site.

8. Site Security. You agree that violations of system or network security may result in civil and/or criminal liability. Confluent may internally investigate violations of its Site security, and it may involve or cooperate with law enforcement authorities in the prosecution of such violations. Additionally, Confluent reserves the right to disclose information about you, and your use and conduct on the Site, if appropriate or required to satisfy any applicable law, regulation, arbitration hearing, court order, or government inquiry. You specifically agree that you will not:
   • Access data not intended for you or log into a server or account not authorized for your access;
   • Attempt to probe or test, in any manner, the vulnerability of the system or network or to breach security or authentication measures; or
   • Forge any TCP/IP packet header or any part of the header information in any e-mail or posting.
   You expressly acknowledge that Confluent shall not be responsible for losses or damages related to your use of the Site.

9. Privacy Policy. Confluent is committed to protecting your privacy. You should review the Privacy Policy By using this Site, you agree and consent to the terms of the Privacy Policy.

10. Registration, Username, Password. Registration may be required for the use of certain portions of the Site (including, without limitation, Confluent e-newsletter). Registration may require you to submit a username and password for purposes of interacting with the Site. Your username must not violate any section of this Agreement. You must keep your username and password confidential and shall not disseminate it to any other person. If you suspect the loss, theft, or any unauthorized use of your username and password, you must notify Confluent immediately. Your registration shall not impose any duty on Confluent to provide any particular service to you. If the terms of any Confluent registration agreement conflict with the terms of this Agreement, the separate registration agreement shall control.

11. Disclaimer of Warranties and Damages. Use of the Site is at your exclusive risk and any associated risks of injury rest exclusively with you. The Site is provided “as is.” While Confluent uses reasonable efforts to include accurate and up-to-date information on the Site, Confluent makes no warranties or representations as to its accuracy, reliability or content of any information provided on the Site, and explicitly disclaims any warranty that the Site will meet your needs or requirements. No representations or warranties are made of any kind whatsoever to you or any other person relating in any way to the site. To the maximum extent permitted by law, Confluent disclaims any and all representations and warranties, either express or implied.Specifically, WITHOUT LIMITATION, Confluent disclaims:
    • All warranties against infringement of any third-party intellectual property or other proprietary rights; and
    • Warranties relating to performance, nonperformance, or other acts or omissions by Confluent or any third party.
    Furthermore, Confluent does not authorize the downloading or exportation of any software or technical data from this Site to any jurisdiction prohibited by the United States export laws. Any information on this Site is subject to change without notice, and Confluent disclaims all responsibility for such changes.

12. Limitation of Liability. Under no circumstances, including without limitation, breach of contract, tort, negligence, strict liability, or any other basis, will Confluent, or any party involved in creating, producing or delivering the Site, or any web site linked to or from the Site, be liable in any manner whatsoever for any direct, incidental, consequential, indirect, special or punitive damages (including lost profits, loss of business or data, business interruption, trading losses, and damages that result from inaccuracy of the information or inconvenience, delay, or loss of the use of the Site) arising out of or in any way related to the Site, your access, use or inability to use the Site or any web site linked to or from the Site, any content contained therein, or in connection with any failure of performance, errors, omissions, interruption, defects, untimeliness, delay in operation or transmission, computer virus or line or system failure, even if Confluent or any third party has been advised of the possibility of such damages. Confluent reserves the right to alter the Content of the Site in any way, at any time, for any reason, without prior notification, and will not be liable in any way for the possible consequences of such changes, despite whether Confluent is put on notice of such consequences.
    Because some jurisdictions do not permit the exclusion or limitation of incidental or consequential damages, Confluent’s liability in such jurisdictions shall be limited to the extent permitted by such laws. In no event shall Confluent’s total liability to you for all damages, losses, or causes of action arising under this Agreement exceed Seventy-Five Dollars ($75.00).

13. Indemnification. At the request of Confluent, you hereby agree to defend, indemnify and hold Confluent, its affiliates, subsidiaries, directors, officers, agents, licensors, contractors, co-branders, or other partners and employees, from and against all claims, liabilities, expenses, and damages (including reasonable attorneys’ fees and expenses) made by any third party due to or arising out of your use or misuse of the Site, Content that you submit, post to or transmit through the Site, or any other violation of this Agreement or your violation of any rights of another.

14. Choice of Law; Jurisdiction For Disputes. This Agreement and any and all disputes related thereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. You expressly consent and agree to submit to the exclusive jurisdiction and venue of the United States District Court for the State of Delaware or, for matters not susceptible of adjudication in the federal courts, the courts of the State of Delaware. Such consent evidences your waiver of any argument regarding venue or inconvenience, or that any other court does, or would, have jurisdiction over any and all disputes related to this Agreement.

15. No Waiver. Confluent ‘s failure, at any time, to demand strict performance or to enforce any provisions of this Agreement or to respond to a breach by you or other parties shall not mean it has waived its rights to subsequently enforce any terms or conditions of this Agreement, to act with respect to similar breaches, or to demand strict and complete performance of the covenants and conditions contained in this Agreement.

16. No Professional Advice. Any information supplied by any of Confluent’s employees, contractors or agents (including information contained on the Site), whether by telephone, e-mail, letter, facsimile or other form of communication, is intended solely as general guidance on the use of the Site, and does not constitute legal, tax, accounting or other professional advice. Individual situations and state laws vary and users are encouraged to obtain appropriate advice from qualified professionals in the applicable jurisdictions. If you decide to take a course of action on the basis of information provided by a Confluent employee(s) or agent(s) (including information contained on the Site), you do so at your own risk, and Confluent shall not be liable for any damages related thereto.

17. Termination. Confluent reserves the right, in its sole discretion, to terminate this Agreement and your access to all or part of the Site, with or without notice and with or without cause. Termination of your access to the Site means the revocation of the limited and temporary license and permission to use software and other resources of the Site under this Agreement. The provisions of this Agreement shall survive the termination of your access to the Site and of this Agreement.

18. Notices. Confluent may give notice to users of the Site by means of a general notice on the Site, e-mail to your e-mail address if on record, or by written communication to your physical address if on the record, or by any other means by which users may obtain actual knowledge thereof. You may give notice to Confluent (such notice shall be deemed given when received) at any time by (a) electronic mail to [email protected]; or (b) conventional mail. Notices to Confluent via conventional mail must be sent to: Confluent Medical Technologies, Inc., Attn: Legal Department, 47533 Westinghouse Drive, Fremont, CA 94539.

20. Violations. Please report any violations of this Agreement to [email protected].
21. Miscellaneous. These website terms and conditions constitute the entire Agreement between you and Confluent and govern your use of the Site and supersede all prior and contemporaneous agreements, arrangements, and understandings, written or oral, relating to the subject matter herein. Confluent may accept a modification by you only if it evidences such a modification by a signed writing by one of Confluent’s authorized signatories. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Confluent. If any provision of this Agreement is held by a court of competent jurisdiction to be unlawful, void, invalid or unenforceable, the remaining provisions shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining provisions shall remain in full force and effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Confluent Medical Technologies, Inc.
Version 1.0 – January 1, 2023